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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): November 6, 2023
Quantum FinTech Acquisition Corporation
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40009 |
|
85-3286402 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
4221 W. Boy Scout Blvd., Suite 300, Tampa, FL |
|
33607 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(813)
257-9366
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
QFTA |
|
NYSE American LLC |
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 |
|
QFTAW |
|
OTC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
As
previously announced, on November 16, 2022, Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”),
entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”)
by and among Quantum, Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of Quantum (“New Pubco”),
Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco, Calculator Merger Sub 2, Inc., a Delaware
corporation and a wholly-owned subsidiary of New Pubco, AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas
FinTech Holdings Corp., a Delaware corporation and Robert McBey. The transactions contemplated by the Business Combination Agreement
are hereinafter referred to as the “Business Combination.”
On
November 6, 2023, Quantum and AtlasClear entered into Amendment No. 3 to the Business Combination Agreement (the “Amendment”).
The Amendment amends the Business Combination Agreement to extend the date after which either Quantum or AtlasClear may terminate the
Business Combination Agreement from November 6, 2023 to November 22, 2023.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit
2.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Quantum FinTech Acquisition Corporation |
|
|
|
By: |
/s/ John Schaible |
|
Name: |
John Schaible |
|
Title: |
Chief Executive Officer |
|
|
Date: November 6, 2023 |
|
Exhibit 2.1
Execution
Version
AMENDMENT
NO. 3
TO
THE
BUSINESS
COMBINATION AGREEMENT
This
AMENDMENT NO. 3 (this “Amendment”), dated as of November 6, 2023, to the Business Combination Agreement, dated as
of November 16, 2022 (as amended, the “Business Combination Agreement”), is by and between Quantum FinTech Acquisition
Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc.,
a Wyoming corporation (the “Company”). Purchaser and the Company are sometimes referred to herein individually as
a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined in this
Amendment have the meanings given such terms in the Business Combination Agreement.
WHEREAS,
Section 11.8 of the Business Combination Agreement provides for the amendment of the Business Combination Agreement only be execution
of a written instrument signed by Purchaser and the Company; and
WHEREAS,
Purchaser and the Company desire to amend the Business Combination Agreement as set forth below.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound
hereby, the Parties hereby agree as follows:
ARTICLE
I
AMENDMENT
TO THE BUSINESS COMBINATION AGREEMENT
1. Amend
and Restate Section 9.1(b). Section 9.1(b) of the Business Combination Agreement is hereby amended and restated in its entirety
to read as follows:
“(b)
by written notice by Purchaser or the Company if any of the conditions to the Closing set forth in Article VIII have not been
satisfied or waived by November 22, 2023 (the “Outside Date”); provided, however, the right to terminate
this Agreement under this Section 9.01(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates
of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing
to occur on or before the Outside Date;”
ARTICLE
II
MISCELLANEOUS
1. No
Further Amendment. Except as expressly amended hereby, the Business Combination Agreement is in all respects ratified and
confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited
precisely as written and shall not be deemed to be an amendment to any other term or condition of the Business Combination Agreement
or any of the documents referred to therein.
2. Effect
of Amendment. This Amendment shall form a part of the Business Combination Agreement for all purposes, and each party thereto
and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Business
Combination Agreement shall be deemed a reference to the Business Combination Agreement as amended hereby.
3. Governing
Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to
the conflict of laws principles thereof. All Actions arising out of or relating to this Amendment shall be heard and determined
exclusively in the Court of Chancery of the State of Delaware located in Wilmington, Delaware (and in the absence of jurisdiction,
the Parties consent to be subject to the jurisdiction of the United States District Court for the District of Delaware or any other
state court located in Wilmington, Delaware).
4. Severability.
In case any provision in this Amendment shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be
modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable,
and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid,
legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
5. Counterparts.
This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts,
and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers
thereunto duly authorized.
|
The Purchaser: |
|
|
|
QUANTUM FINTECH ACQUISITION CORPORATION |
|
|
|
By: |
/s/ John Schiable |
|
Name: |
John Schaible |
|
Title: |
Chief Executive Officer |
[Signature
Page to Amendment No 3 to the Business Combination Agreement]
IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers
thereunto duly authorized.
|
The Company: |
|
|
|
ATLASCLEAR, INC. |
|
|
|
By: |
/s/ Craig Ridenhour |
|
Name: |
Craig Ridenhour |
|
Title: |
Chief Business Development Officer |
[Signature
Page to Amendment No 3 to the Business Combination Agreement]
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Entity Central Index Key |
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