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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