Quantum FinTech Acquisition Corporation (NYSEAM:ATCH) executed a letter of intent to acquire AtlasClear, Inc. on September 14, 2022. Quantum FinTech Acquisition Corporation entered into a definitive business combination agreement to acquire AtlasClear, Inc. for approximately $150 million on November 16, 2022. Under the terms of transaction, AtlasClear stockholders will receive merger consideration in shares equal to the quotient of (i) $75.4 million, less the purchase prices for WDCO and CB, divided by (ii) $10. In addition, the AtlasClear stockholders will receive up to 5,944,444 shares of New Pubco common stock (the ?Earn Out Shares?). The Earn Out Shares will be issued to AtlasClear stockholders upon certain milestones (based on the achievement of certain price targets of New Pubco common stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will be cancelled. Atlas FinTech will also receive up to $20 million of New Pubco common stock (?Software Products Earn Out Shares?), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. Prior to the closing of the transaction, AtlasClear will receive certain assets from Atlas FinTech and Atlas Financial Technologies Corp., will complete the acquisition of broker-dealer Wilson-Davis & Co., Inc. (?WDCO?) and will consummate the transaction with Pacsquare Technologies, LLC (?Pacsquare?). In addition, at closing, the definitive agreement pursuant to which AtlasClear has agreed to acquire Commercial Bancorp. AtlasClear, Inc. and Quantum FinTech Acquisition Corporation, announced that they expect to select James M. Tabacchi as a nominee to join the board of directors of Calculator New Pubco, Inc. (?New Pubco?) (to be renamed AtlasClear Holdings, Inc. (?AtlasClear Holdings?)), upon the conclusion of the previously announced proposed business combination. On October 19, 2023, Quantum and AtlasClear entered into a Business Combination Agreement Waiver to waive the Minimum Cash Condition closing condition.

The transaction is subject to approval by Quantum's and AtlasClear's shareholders, Any waiting period applicable to the consummation of this Agreement under any Antitrust Laws shall have expired or been terminated, effectiveness of a registration statement, approval for listing on The New York Stock Exchange of the shares, regulatory approval, Lock-Up Agreement duly executed, completion by AtlasClear of the acquisition of Wilson-Davis, available cash at closing of at least $40 million and Quantum has at least $5,000,001 of net tangible assets. The transaction was unanimously approved by the Quantum's Board of Directors based upon the unanimous recommendation of a special committee of independent directors and by the Board of buyer. 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 transaction is currently expected to close in the first quarter of 2023. The transaction is expected to close in the second or third quarter of 2023. As of October 12, 2023, the registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. Quantum FinTech announced it has established a record date of September 18, 2023 and a meeting date of November 3, 2023 for its special meeting of stockholders (the "Special Meeting") to approve the business combination with AtlasClear. Quantum shareholders approved the transaction at special meeting held on November 3, 2023. On November 22, 2023, Quantum FinTech Acquisition amended the Business Combination Agreement to extend the date after which either Quantum or AtlasClear may terminate the Business Combination Agreement from November 22, 2023 to December 8, 2023. On December 14, 2023 Quantum FinTech Acquisition amended the Business Combination Agreement to extend the date after which either Quantum or AtlasClear may terminate the Business Combination Agreement from December 8, 2023 to January 8, 2024.

Carol Anne Huff and Jason D. Osborn of Winston & Strawn LLP acted as legal advisors to Quantum. Jason Simon and Adam S. Namoury of Greenberg Traurig, LLP acted as legal advisor to AtlasClear. Sheumack & Co. GMA, LLC acted as financial advisor and provided fairness opinion to the Quantum Board and the Special Committee. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Quantum. Jonathan H. Talcott and E. Peter Strand of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to Quantum. Innisfree M&A Inc. acted as information agent to Quantum and received $15,000 as fees for service rendered. Sheumack received an initial non-refundable cash payment of $50,000 payable upon the execution of the advisory services engagement agreement; and a non-refundable cash opinion fee of $100,000, $50,000 of which was earned and paid upon the delivery of SHEUMACK GMA?s analysis and supporting calculations for its opinion to the Special committee, and the remaining $50,000 of which was earned and paid upon delivery of the opinion to the Quantum Board.

Quantum FinTech Acquisition Corporation (NYSEAM:ATCH) completed the acquisition of AtlasClear, Inc. from a group of shareholders on February 9, 2024. The combined company will operate as AtlasClear Holdings, Inc. (?AtlasClear?), and its common stock is expected to begin trading on the NYSE American LLC (?NYSE Amex?) under the ticker symbol ATCH on Monday, February 12, 2024.