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 (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 April 28, 2023, Quantum and AtlasClear entered into Amendment No. 1 to the Business Combination Agreement (the "Amendment"). The Amendment amends the Business Combination Agreement to provide that the consummation of the transactions contemplated by the letter of intent pursuant to which AtlasClear expects to acquire certain technology assets of Pacsquare Technologies, LLC, will no longer be required to be completed prior to the closing of the Business Combination.

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:



Exhibit No.   Description
2.1             Amendment No. 1 to Business Combination Agreement, dated as of April
              28, 2023, by and between Quantum FinTech Acquisition Corporation and
              AtlasClear, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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