As filed with the Securities and Exchange Commission on May 4, 2023.

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933​

CALCULATOR NEW PUBCO, INC.

(Exact name of registrant as specified in its charter)*

4221 W. Boy Scout Blvd.
Suite 300
Tampa, FL 33607
Tel: (727) 446-6660

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)​

Craig Ridenhour
Chief Business Development Officer
Calculator New Pubco, Inc.
4221 W. Boy Scout Blvd.
Suite 300
Tampa, FL 33607
Tel: (727) 446-6660

(Name, address, including zip code and telephone number, including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (“Securities Act”), or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

*

Upon the closing of the business combination referred to in the proxy statement/prospectus within this registration statement, the name of the registrant is expected to change to AtlasClear Holdings, Inc.

​

The information in this proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 4, 2023

PROXY STATEMENT FOR THE SPECIAL MEETING OF
QUANTUM FINTECH ACQUISITION CORPORATION

PROSPECTUS FOR
10,488,624 SHARES OF COMMON STOCK
20,125,000 WARRANTS TO PURCHASE ONE-HALF SHARE OF COMMON STOCK
6,153,125 WARRANTS TO PURCHASE ONE SHARE OF COMMON STOCK AND
16,215,625 SHARES OF COMMON STOCK UNDERLYING WARRANTS
OF CALCULATOR NEW PUBCO, INC.
(WHICH WILL BE RENAMED ATLASCLEAR HOLDINGS, INC.)

To the Stockholders of Quantum FinTech Acquisition Corporation:

You are cordially invited to attend a special meeting (the “Special Meeting”) of Quantum FinTech Acquisition Corporation (“Quantum”), which will be held at           a.m., Eastern time, on           , 2023, at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution Ave, NW, Suite 900, Washington, DC 20001 unless postponed or adjourned to a later date.

On November 16, 2022, Quantum, a Delaware corporation, entered into a Business Combination Agreement (as the same has been or may be amended or supplemented 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 (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” You are being asked to vote on the Business Combination.

Pursuant to the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into Quantum, with Quantum continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 will merge with and into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco. Prior to the closing of the Business Combination (the “Closing”), AtlasClear will receive certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation and will complete the acquisition of broker-dealer, Wilson-Davis & Co., Inc. (“Wilson-Davis”). In addition, at Closing, the definitive agreement (the “CB Merger Agreement”) pursuant to which AtlasClear has agreed to acquire Commercial Bancorp, a Wyoming corporation and parent of Farmers State Bank (“Commercial Bancorp”), shall continue to be in full force and effect. Quantum expects the Closing to occur before the closing of the transactions contemplated by the CB Merger Agreement (the “CB Closing”) and before the consummation of the transactions contemplated by a letter of intent (the “Pacsquare LOI”) pursuant to which AtlasClear expects to acquire certain technology assets of Pacsquare Technologies, LLC (“Pacsquare”). The Closing is not contingent on the consummation of the CB Closing or consummation of the transactions contemplated by the Pacsquare LOI (the “Pacsquare Closing”).

It is proposed that, upon the Closing, New Pubco will change its name to “AtlasClear Holdings, Inc.” As used herein, the “Company” or “New Pubco” shall refer to the combined company immediately following the Business Combination.

At the Closing, AtlasClear stockholders (“AtlasClear Stockholders”) will receive merger consideration in shares of common stock of New Pubco (“New Pubco Common Stock”) equal to the quotient of (i) $75.4 million, less the purchase prices for Wilson-Davis and Commercial Bancorp, divided by (ii) $10. In addition, the New Pubco 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 (i) certain revenue targets of software products contributed to

AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. The revenue targets will be measured yearly for five years following Closing, with no catch-up between the years.

In connection with the Closing, each share of Quantum’s common stock (“Quantum Common Stock” or “Public Shares”) that is outstanding and has not been redeemed will be converted into one share of New Pubco Common Stock. Each outstanding public warrant to purchase Quantum Common Stock (“Quantum Public Warrant”) will become a warrant to purchase one-half of a share of New Pubco Common Stock (“New Pubco Public Warrant”). Each outstanding warrant to purchase Quantum Common Stock initially issued in a private placement in connection with Quantum’s initial public offering (“Quantum Private Warrant”) will become a warrant to purchase one share of New Pubco Common Stock (“New Pubco Private Warrant”).

Atlas FinTech, which directly or indirectly holds shares of Quantum Common Stock and Quantum Private Warrants, has agreed to transfer, or cause to be transferred, up to 1,279,426.82 of the shares of Quantum Common Stock and up to 1,657,578.65 of the Quantum Private Warrants held indirectly by it to potential sources of debt, equity or financing if Quantum pursues financing between signing of the Business Combination Agreement and the Closing. Any of such Quantum Common Stock or Quantum Private Warrants remaining following any transfers for potential financing will be forfeited for no consideration. If no financing occurs, all the shares of Quantum Common Stock and the Quantum Private Warrants currently held by Atlas FinTech will be forfeited for no consideration. The purchase price of the securities expected to be issued to potential sources of debt, equity or financing at the time of the business combination is expected to range between $3.00 and $4.00 per share. Quantum’s sponsors, directors and officers will not participate in such private placements.

Quantum’s units and Quantum Common Stock are traded on the New York Stock Exchange (the “NYSE”) under the symbols “QFTA.U” and “QFTA,” respectively. Quantum Public Warrants are traded on the over-the-counter markets under the symbol “QFTAW.” On                 , 2023, the closing sale prices of Quantum’s units, Quantum Common Stock and Quantum Public Warrants were $      , $      and $      , respectively. At the Closing, the units will separate into their component shares of Quantum Common Stock and Quantum Public Warrants so that the units will no longer trade. Quantum intends to apply to continue the listing of the New Pubco Common Stock on the NYSE following the completion of the Business Combination under the symbol “ATCH.”

Only holders of record of shares of Quantum Common Stock at the close of business on                 , 2023 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 48 of this proxy statement/prospectus.

Our board of directors formed a special committee comprised entirely of independent and disinterested directors (the “Special Committee”) to consider and negotiate the terms and conditions of the Business Combination and to recommend to the board of directors whether to pursue the Business Combination and, if so, on what terms and conditions.

After careful consideration, our board of directors, based in part on the unanimous recommendation of the Special Committee, has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Special Meeting is in the best interests of Quantum and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Quantum and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/​prospectus for a further discussion.

Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the Special Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of our board of directors, I would like to thank you for your support of Quantum and look forward to a successful completion of the Business Combination.

Very truly yours,

John Schaible
Chairman and Chief Executive Officer
Quantum FinTech Acquisition Corporation

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF QUANTUM COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND QUANTUM PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF QUANTUM COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF THE STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated           , 2023 and is first being mailed to the stockholders of Quantum on or about           , 2023.

 

QUANTUM FINTECH ACQUISITION CORPORATION
4221 W. Boy Scout Blvd., Suite 300
Tampa, FL 33607
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON        , 2023

TO THE STOCKHOLDERS OF QUANTUM FINTECH ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”), will be held at       a.m., Eastern Time, on        , 2023, at the offices of Greenberg Traurig, LLP located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, unless postponed or adjourned to a later date.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

(1)

Proposal No. 1 — The Business Combination Proposal — To adopt and approve the Business Combination Agreement dated as of November 16, 2022 (as the same has been or may be amended or supplemented 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 (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey. Pursuant to the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into Quantum, with Quantum continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 will merge with and into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” We refer to this proposal as the “Business Combination Proposal.”

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(2)

Proposal Nos. 2(A) — (G)  — the Advisory Charter Proposals — To approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

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•

Proposal No. 2(A):   the name change from Calculator New Pubco, Inc. to AtlasClear Holdings, Inc. (we refer to this as “Advisory Charter Proposal A”);

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•

Proposal No. 2(B):   eliminate certain provisions related to Quantum’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the “Closing”) (we refer to this as “Advisory Charter Proposal B”);

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•

Proposal No. 2(C):   increase the required voting thresholds to approve amendments to the Proposed Charter and Proposed Bylaws (we refer to this as “Advisory Charter Proposal C”);

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•

Proposal No. 2(D):   require a supermajority vote for the removal of directors (we refer to this as “Advisory Charter Proposal D”);

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•

Proposal No. 2(E):   remove the provision renouncing the corporate opportunity doctrine (we refer to this as “Advisory Charter Proposal E”);

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•

Proposal No. 2(F):   modify the exclusive forum provision (we refer to this as “Advisory Charter Proposal F”); and

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•

Proposal No. 2(G):   amend the Existing Charter such that the Company will be governed by Section 203 of the Delaware General Corporation Law (“DGCL”), which provides for certain restrictions regarding business combinations (as defined under Section 203 of the DGCL) with interested stockholders for a period of three years, subject to certain conditions (we refer to this as “Advisory Charter Proposal G”);

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(3)

Proposal No. 3 — The Incentive Plan Proposal — To approve and adopt, assuming the Business Combination Proposal and the Organizational Document Proposal are approved and adopted, the AtlasClear 2023 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (we refer to this proposal as the “Incentive Plan Proposal”);

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(4)

Proposal No. 4 — The Director Election Proposal — to elect seven directors, effective upon the Closing, to serve terms on our board of directors until the annual meeting of stockholders held in the year following the year of their election, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (we refer to this proposal as the “Director Election Proposal” and, collectively with the Incentive Plan Proposal, the Business Combination Proposal and the Organizational Document Proposal, the “Condition Precedent Proposals”); and

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(5)

Proposal No. 5 — The Adjournment Proposal — To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals (we refer to this proposal as the “Adjournment Proposal”).

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The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A-1 and Annex A-2 collectively, a copy of the Business Combination Agreement. We urge you to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements. In particular, when you consider the recommendation regarding these proposals by the Special Committee and our board of directors, you should keep in mind that Quantum’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a Quantum stockholder.

The record date for the Special Meeting is     , 2023. Only holders of record of shares of Quantum’s common stock (“Quantum Common Stock”) at the close of business on the record date are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Quantum’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at Quantum’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Quantum Common Stock is currently listed on the NYSE under the symbol “QFTA” and public warrants to purchase Quantum Common Stock (“Quantum Public Warrants”) are currently listed on the over-the-counter markets under the symbol “QFTAW.” Certain of our shares of Quantum Common Stock and Quantum Public Warrants currently trade as units (the “Quantum Units”) consisting of one share of Quantum Common Stock and one redeemable Quantum Public Warrant, and are listed on the NYSE under the symbol “QFTA.U.” The Quantum Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, New Pubco intends to change its name to “AtlasClear Holdings, Inc.” We intend to apply to continue the listing of common stock of the combined company, New Pubco, on the NYSE under the symbol “ATCH” upon the Closing.

Pursuant to Quantum’s amended and restated certificate of incorporation, as amended (the “Existing Charter”), a holder (a “Public Stockholder”) of public shares of Quantum (“Public Shares”) may request that Quantum redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)

(i) hold Public Shares or (ii) hold Public Shares through Quantum Units and you elect to separate your Quantum Units into the underlying Public Shares and Quantum Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

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(b)

prior to     , Eastern Time, on       , 2023 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Quantum’s transfer agent (the “transfer agent”), that Quantum redeem your Public Shares for cash and

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(ii) deliver your Public Shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of Quantum Units must elect to separate the underlying Public Shares and Quantum Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Quantum Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Quantum Public Warrants, or if a holder holds Quantum Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, we will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “Trust Account”) established in connection with Quantum’s initial public offering (the “IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of     , 2023, this would have amounted to approximately $      per Public Share. If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a Public Share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that we instruct our transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting of the Stockholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limitation would not be redeemed for cash, without our prior consent.

Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals (i.e., the Business Combination Proposal, the Director Election Proposal, and the Incentive Plan Proposal) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

Approval of each of the Business Combination Proposal, each of the Advisory Charter Proposals, the Incentive Plan Proposal, and the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of shares of Quantum Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. The election of the director nominees pursuant to the Director Election Proposal requires a plurality of the votes cast by holders of shares of Quantum Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares of Quantum Common Stock,

 

 

please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877) 717-3922, or banks and brokers can call collect at (212) 750-5833. This notice of Special Meeting and the proxy statement are available at           .

By Order of the Board of Directors

John Schaible
Chairman and Chief Executive Officer
            , 2023

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Quantum” refer to Quantum FinTech Acquisition Corporation.

In this document:

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Quantum that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting.

“affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“AtlasClear” means AtlasClear, Inc., a Wyoming corporation.

“AtlasClear Stockholders” stockholders of AtlasClear, Inc.

“Atlas FinTech” means Atlas FinTech Holdings Corp., a Delaware corporation.

“Available Closing Cash” means, without duplication, an amount equal to (a) all amounts in the Trust Account (after reduction of for the aggregate amount of payments required to be made in connection with redemptions), plus (b) if any potential financing is consummated pursuant to the terms of the business combination agreement, the aggregate amount of net cash proceeds received from the consummation any such potential financing (if any), plus (c) any net proceeds obtained by AtlasClear as a result of any debt financing arrangements for borrowed money entered into by AtlasClear following the date of the Business Combination Agreement (if any), plus (d) any other cash of Quantum or the Target Companies that will be on hand at the Closing, in each case, without giving effect to payment of AtlasClear, Inc.’s or Quantum’s transaction expenses; provided that, with respect to debt financing described in clause (c), only the amounts outstanding immediately following the Closing will be considered when determining the Available Closing Cash.

“Broker-Dealer Acquisition Agreement” means the Stock Purchase Agreement, dated as of April 11, 2022, as amended by that certain Amendment to Stock Purchase Agreement dated June 15, 2022, and by that certain Amendment No. 2 to the Stock Purchase Agreement dated November 16, 2022, by and among AtlasClear and Wilson-Davis and its selling shareholders.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 16, 2022 by and among Quantum, New Pubco, Merger Sub 1, Merger Sub 2, AtlasClear, Atlas FinTech and Robert McBey, as the same has been or may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2.

“Business Combination Proposal” means the proposal to be considered at the Special Meeting to approve the Business Combination.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, New York or Los Angeles, California.

“CB Merger Agreement” means the Amended and Restated Agreement and Plan of Merger, dated as of November 16, 2022, by and between AtlasClear and Commercial Bancorp, pursuant to which, among other things, Commercial Bancorp will be merged with and into a subsidiary of AtlasClear.

“Chardan” means Chardan Capital Markets, LLC, a Delaware limited liability company.

 

1

 

“Chardan Quantum” means Chardan Quantum LLC, a Delaware limited liability company.

“Closing” means the closing of the Business Combination.

“Co-Sponsors” means Quantum Ventures and Chardan Quantum.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercial Bancorp” means Commercial Bancorp, a Wyoming corporation.

“Company” refers to the combined company immediately following the Business Combination that shall be renamed “AtlasClear Holdings, Inc.” upon the Closing, and its consolidated subsidiaries.

“Company Equity Value” means an amount equal to $75,400,000 less the purchase price of Wilson-Davis pursuant to the Broker Dealer Acquisition Agreement and the purchase price of Commercial Bancorp pursuant to the CB Merger Agreement.

“Contribution Agreement” means the Assignment and Assumption Agreement and Bill of Sale, dated November 16, 2022, by and among AtlasClear, Atlas FinTech, and Atlas Financial Technologies, Corp., a subsidiary of Atlas Fintech.

“CST” means Continental Stock Transfer & Trust Company.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal to elect seven directors, effective upon the Closing, to serve terms on our board of directors until the annual meeting of stockholders held in the year following the year of their election, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Equity Incentive Plan” means the AtlasClear Holdings, Inc. 2023 Equity Incentive Plan, as such may be amended, supplemented or modified from time to time, a copy of which is attached to this proxy statement/​prospectus as Annex C. For additional information, see “The Incentive Plan Proposal” section of this proxy statement/prospectus.

“Escrow Agent” means Continental Stock Transfer & Trust Company, a New York corporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Existing Charter” means the Amended and Restated Certificate of Incorporation of Quantum, dated February 4, 2021.

“Extended Date” means the date by which Quantum must consummate its initial business combination, which was initially February 9, 2023, which has been extended in one month increments through the date hereof and as may be extended in further one month increments up to August 9, 2023, provided that Quantum Ventures (or its affiliates or permitted designees) will deposit into the Trust Account an amount determined by multiplying $0.055 by the number of public shares then outstanding, up to a maximum of $175,000 for each such one-month extension.

“fairness opinion” means the fairness opinion prepared by SHEUMACK GMA & Co. LLC and delivered to the Quantum Board prior to the execution and delivery of the Business Combination Agreement.

“Founder Shares” means the shares of Quantum Common Stock initially purchased by the Co-Sponsors prior to the IPO.

“GAAP” means U.S. generally accepted accounting principles.

“Incentive Plan Proposal” means the proposal to approve and adopt the Equity Incentive Plan.

 

2

 

“IPO” or “Initial Public Offering” means Quantum’s initial public offering of its units, common stock and warrants pursuant to registration statements on Form S-1 declared effective by the SEC on February 4, 2021 (SEC File Nos. 333-252226 and 333-252761).

“Merger Consideration” means the number of shares of New Pubco Common Stock equal to the quotient of (a) the Company Equity Value divided by (b) $10.00.

“Merger Sub 1” means Calculator Merger Sub 1, Inc., a Delaware corporation and direct, wholly-owned subsidiary of New Pubco.

“Merger Sub 2” means Calculator Merger Sub 2, Inc., a Delaware corporation and direct, wholly-owned subsidiary of New Pubco.

“New Pubco” means Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of Quantum, and, upon completion of the Business Combination, and after changing its name to AtlasClear Holdings, Inc., the publicly traded entity applying for listing of its shares on the NYSE.

“New Pubco Board” means the board of directors of the Company subsequent to the completion of the Business Combination.

“New Pubco Common Stock” means the common stock of New Pubco, par value $0.0001 per share, as set forth in the Proposed Charter.

“New Pubco Private Warrants” means the warrants to purchase one share of New Pubco Common Stock at a price of $11.50 per share upon the Closing;

“New Pubco Public Warrants” means the warrants to purchase one-half of one share of New Pubco Common Stock at a price of $11.50 per share upon the Closing.

“New Pubco Stockholders” means stockholders of New Pubco.

“New Pubco Warrants” means the New Pubco Public Warrants and New Pubco Private Warrants, collectively.

“NYSE” means the New York Stock Exchange.

“Pacsquare” means Pacsquare Technologies, LLC.

“Pacsquare Acquisition Agreement” means the agreement anticipated to be entered into among AtlasClear, its stockholders and Pacsquare pursuant to which certain technology assets will be transferred to AtlasClear.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“person” or “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Proposed Bylaws” mean the proposed amended and restated bylaws of New Pubco which, if approved, would take effect upon the Closing, a form of which is attached hereto as Annex B-2.

“Proposed Charter” means the amended and restated certificate of incorporation of New Pubco which, if approved, would take effect upon the Closing, a form of which is attached hereto as Annex B-1.

“Public Shares” means Quantum Common Stock sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Stockholders” means the holders of Public Shares.

“Quantum” means Quantum FinTech Acquisition Corporation, a Delaware Corporation.

 

3

 

“Quantum Board” means the board of directors of Quantum.

“Quantum Common Stock” means the common stock of Quantum, par value $0.0001 per share.

“Quantum Private Warrants” means the warrants to purchase one share of Quantum Common Stock at a price of $11.50 per share issued to the Co-Sponsors in a private placement simultaneously with the closing of the IPO;

“Quantum Public Warrants” means the warrants to purchase one-half of one share of Quantum Common Stock at a price of $11.50 per share, issued in connection with the IPO.

“Quantum Unit” means one share of Quantum Common Stock and one Quantum Public Warrant.

“Quantum Ventures” means Quantum Ventures LLC, a Delaware limited liability company

“Quantum Warrants” means Quantum Public Warrants and Quantum Private Warrants, collectively.

“record date” means           , 2023.

“Regulation S-K” means Regulation S-K promulgated under the Securities Act.

“Regulation S-X” means Regulation S-X promulgated under the Exchange Act.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Committee” means the Special Committee of the Quantum Board, composed of Steven J. Carlson, Michael Devlin and Richard Korhammer.

“Special Meeting” means the special meeting of the stockholders of Quantum that is the subject of this proxy statement/prospectus.

“subsidiary” or “subsidiaries” of any person means an affiliate controlled by such person, directly or indirectly, through one or more intermediaries.

“Target Companies” means AtlasClear, Wilson-Davis and Commercial Bancorp, collectively.

“Transferred Intellectual Property” means the right, title and interest in and to certain software products and all intellectual property rights associated therewith to be transferred to AtlasClear pursuant to the Contribution Agreement.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Quantum Private Warrants.

“Treasury Regulations” means the United States Treasury regulations issued pursuant to the Code.

“Wilson-Davis” means Wilson-Davis & Co., Inc., a Utah corporation.

Capitalized terms used and not otherwise defined in this proxy statement/prospectus shall have the respective meanings ascribed to them in the Business Combination Agreement.

 

4

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by New Pubco (File No. 333-[•]), constitutes a prospectus of New Pubco under Section 5 of the Securities Act, with respect to the shares of New Pubco Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of Quantum’s stockholders at which Quantum’s stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

TRADEMARKS

This proxy statement/prospectus contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

5

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to the Target Companies have been provided by the Target Companies and their respective management teams, and forward-looking statements include statements relating to the expectations of the Target Companies’ management teams, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for example, statements about:

•

Quantum’s ability to complete the Business Combination, or, if we do not consummate the Business Combination, any other initial business combination;

​

•

the benefits of the Business Combination;

​

•

the future financial performance of the Company following the Business Combination, including AtlasClear’s financial projections and business metrics;

​

•

future plans and opportunities;

​

•

the contemplated acquisitions by AtlasClear of Wilson-Davis and Commercial Bancorp and of certain assets of Atlas FinTech, Atlas Financial Technologies Corp. and Pacsquare and the anticipated timing of such acquisitions; and

​

•

Quantum’s potential ability to obtain financing to complete the Business Combination.

​

The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the items in the following list, which summarizes some of the principal risks relating to the Business Combination and Quantum’s and the Target Companies’ businesses:

•

satisfaction of conditions to the Business Combination, including the Available Closing Cash condition;

​

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

​

•

the ability to obtain and/or maintain the listing of New Pubco Common Stock on the NYSE following the Business Combination;

​

•

our ability to raise financing in the future;

​

•

the risk that the assumptions, analysis and internal estimates underlying AtlasClear’s financial projections prove to be incorrect, causing the Company’s actual operating results to differ materially from those forecasted or projected;

​

•

the combined company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

​

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination, as a result of which they would then receive expense reimbursements;

​

•

our public securities’ potential liquidity and trading;

​

 

6

 

•

the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

​

•

economic downturns and political and market conditions beyond the Target Companies’ control, including a reduction in consumer discretionary spending that could adversely affect their business, financial condition, results of operations and prospects;

​

•

the requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain the Company’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than anticipated;

​

•

factors relating to the business, operations and financial performance of the Target Companies, including AtlasClear’s ability to complete the acquisitions of Wilson-Davis and Commercial Bancorp and of certain assets of Atlas FinTech, Atlas Financial Technologies Corp. and Pacsquare;

​

•

Wilson-Davis’ ability to obtain additional capital to meet increased excess capital requirements of NSCC effective August 2023;

​

•

AtlasClear’s ability to successfully integrate such acquisitions and to realize the synergies and benefits of such acquisitions; and

​

•

other factors detailed under the section entitled “Risk Factors” herein.

​

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a stockholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect Quantum or AtlasClear or any of the other Target Companies.

 

7

 

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:

Why am I receiving this proxy statement?

​

A:

Quantum is proposing to consummate a business combination with AtlasClear. Quantum, New Pubco, Merger Sub 1, Merger Sub 2, AtlasClear, Atlas FinTech and Robert McBey entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. You are being asked to consider and vote on the Business Combination. The Business Combination Agreement, among other things, provides for the merger of (i) Merger Sub 1 into Quantum, with Quantum continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco.

​

Approval of the Business Combination Proposal requires the approval of holders of at least a majority of the shares of Quantum Common Stock that are voted in person or by proxy at the Special Meeting.

YOUR VOTE IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/​PROSPECTUS.

Q:

Why is Quantum proposing the Business Combination?

​

A:

Quantum was organized to enter into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

​

Q:

Did the Quantum Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

Yes. Quantum’s Existing Charter provides that if Quantum seeks to complete its initial Business Combination with a business combination target that is affiliated with the sponsor, or the executive officers or directors of Quantum, it or a committee of independent directors will obtain an opinion from an independent investment banking firm that such initial Business Combination is fair to Quantum from a financial point of view. Accordingly, on August 31, 2022, the Special Committee of Quantum retained Sheumack & Co. GMA, LLC (“SHEUMACK GMA”) as an advisor in respect of the proposed Business Combination and asked SHEUMACK GMA to render an opinion as to the fairness, from a financial point of view, to Quantum and the unaffiliated stockholders of Quantum of the Merger Consideration to be paid to AtlasClear Stockholders pursuant to the Business Combination Agreement and Wilson-Davis stockholders pursuant to the Broker Dealer Acquisition Agreement. On November 2, 2023, the Special Committee and Quantum Board (solely in such capacity) obtained an opinion from SHEUMACK GMA to the effect that, as of that date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SHEUMACK GMA as set forth in its written opinion, the Merger Consideration to be paid to AtlasClear Stockholders and Wilson-Davis stockholders is fair, from a financial point of view, to Quantum and the unaffiliated stockholders of Quantum. See “The Business Combination Proposal — Opinion of SHEUMACK GMA.” and the opinion (as described below) attached to the proxy statement/prospectus as Annex D.

​

 

8

 

Q:

What will AtlasClear’s equity holders receive in return for the acquisition of AtlasClear by Quantum?

​

A:

At the Closing, AtlasClear equity holders will receive merger consideration in shares of New Pubco Common Stock equal to the quotient of (i) $75.4 million, less the purchase prices for Wilson-Davis and Commercial Bancorp, divided by (ii) $10 (the “Merger Consideration”).

​

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. The revenue targets will be measured yearly for the five years following Closing, with no catch-up between the years. The Earn Out Shares and Software Products Earn Out Shares are expected to be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering.

In connection with the Closing, each share of Quantum Common Stock that is outstanding and has not been redeemed will be converted into one share of New Pubco Common Stock.

Each outstanding Quantum Public Warrant will become a warrant to purchase one-half of a share of New Pubco Common Stock. Each outstanding Quantum Private Warrant will become a warrant to purchase one share of New Pubco Common Stock.

Atlas FinTech, which directly or indirectly holds shares of Quantum Common Stock and Quantum Private Warrants, has agreed to transfer, or cause to be transferred, up to 1,279,426.82 of Quantum Common Stock and up to 1,657,578.65 of the Quantum Private Warrants held indirectly by it to potential sources of debt, equity or financing if Quantum pursues financing between signing and the Closing. Any of such Quantum Common Stock or Quantum Private Warrants remaining following any transfers for potential financing will be forfeited for no consideration. If no financing occurs, all the shares of Quantum Common Stock and the Quantum Private Warrants currently held by Atlas FinTech will be forfeited for no consideration. The purchase price of the securities expected to be issued to potential sources of debt, equity or financing at the time of the business combination is expected to range between $3.00 and $4.00 per share. Quantum’s sponsors, directors and officers will not participate in such private placements.

Q:

Have the Target Companies ever operated as a combined business?

​

A:

None of AtlasClear, Wilson-Davis, Commercial Bancorp or Quantum have been managed on a combined basis with each other and have each historically operated independently. The future success of the Business Combination, including its anticipated benefits, depends, in part, on our ability to optimize our combined operations, which may be a complex, costly and time-consuming process. If we experience difficulties in this process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on us for an undetermined period. There can be no assurances that we will realize the potential operating efficiencies, synergies and other benefits currently anticipated from the Business Combination.

​

The integration of the Target Companies may present material challenges, including, without limitation:

•

combining the future leadership teams and corporate cultures of AtlasClear, Wilson-Davis and Commercial Bancorp;

​

•

the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or more of the businesses as a result of the devotion of management’s attention to the Business Combination or integration of the businesses;

​

•

managing a larger combined business;

​

 

9

 

•

maintaining employee morale and retaining key management and other employees at the combined company, including by offering sufficiently attractive terms of employment;

​

•

retaining existing business and operational relationships, and attracting new business and operational relationships;

​

•

the possibility of faulty assumptions underlying expectations regarding the integration process;

​

•

consolidating corporate and administrative infrastructures and eliminating duplicative operations;

​

•

managing expense loads and maintaining currently anticipated operating margins given that the Target Companies are different in nature and therefore may require additional personnel and compensation expenses; and

​

•

unanticipated issues in integrating information technology, communications and other systems.

​

Some of those factors are outside of our control, and any one of them could result in delays, increased costs, decreases in the amount of potential revenues or synergies, potential cost savings, and diversion of management’s time and energy, which could materially affect our financial position, results of operations, and cash flows.

Q:

What happens if the CB Merger is not completed?

​

A:

Through the acquisition of Commercial Bancorp, a federal reserve member, as well as Wilson-Davis, the Company expects to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp and Wilson-Davis are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension. If the CB Merger is not completed, without a Federal Reserve member bank as part of its future business, the Company may not be able to realize these anticipated business goals. In addition, if the CB Merger is not completed, the price of New Pubco Common Stock may decline to the extent that its then current market price reflects a market assumption that the CB Merger will be completed or it may decline due to a market perception that the CB Merger was not completed due to an adverse change in the Company’s business. Furthermore, the Company may experience negative reactions from its stockholders, customers and/or other persons with whom it has a business relationship. In addition, some costs related to the CB Merger, such as legal, accounting and financial advisory fees, must be paid by AtlasClear, and, following the Business Combination, the Company, even if the CB Merger is not completed. Furthermore, AtlasClear has expended, and the Company’s management will have expended, valuable time and resources to matters relating to the CB Merger that could otherwise have been devoted to other beneficial activities for the Company. See “Risk Factors — Risks Relating to the Acquisition of Commercial Bancorp — Failure to complete the CB Merger may hinder the Company from achieving its anticipated business goals, and may also negatively impact New Pubco’s share price and the Company’s business, prospects, financial condition and results of operations.”

​

Q:

What voting interests will our current stockholders, the Co-Sponsors, and AtlasClear Stockholders that are receiving shares in the Company as consideration in the Business hold in the Company immediately after the consummation of the Business Combination?

​

A:

We anticipate that, upon completion of the Business Combination, the voting interests in the Company will be as set forth in the table below.

​

 

10

 

(1)

Assumes that (i) there is no exercise at the Closing of the Co-Sponsors’ 4,495,546 Quantum Private Warrants at an exercise price of $11.50 per share (which warrants are not exercisable until the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination), (ii) none of the parties set forth above purchase shares of Quantum Common Stock in the open market, (iii) there are no other issuances of equity interests of Quantum prior to or in connection with the Closing, and (iv) there are no issuances of any shares of Quantum Common Stock following the Closing under the Equity Incentive Plan.

​

(2)

Assumes that no Public Shares are redeemed.

​

(3)

Assumes that 1,181,334 Public Shares are redeemed for aggregate redemption payments of approximately, $12.1 million, assuming a $10.20 per share redemption price and based on funds in the Trust Account as of December 31, 2022, net of the redemptions in connection with Quantum’s stockholder meeting held on February 6, 2023.

​

(4)

Assumes that 1,772,001 Public Shares are redeemed for aggregate redemption payments of approximately, $18.1 million, assuming a $10.20 per share redemption price and based on funds in the Trust Account as of December 31, 2022, net of the redemptions in connection with Quantum’s stockholder meeting held on February 6, 2023.

​

(5)

Assumes that 2,362,668 Public Shares are redeemed for aggregate redemption payments of approximately, $24.1 million, assuming a $10.20 per share redemption price and based on funds in the Trust Account as of December 31, 2022, net of the redemptions in connection with Quantum’s stockholder meeting held on February 6, 2023.

​

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different.

Q:

What interests do our initial stockholders, current officers, directors and advisors, and the Target Companies’ current owners have in the Business Combination?

​

A:

In considering the recommendation of the Quantum Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Co-Sponsors and our directors and officers and the Target Companies’ current owners have interests in the Business Combination that are different from, or in addition to, those of our other stockholders generally. For example, John Schaible, Quantum’s Chairman of the Board and Chief Executive Officer, is also the Chief Strategy Officer of AtlasClear. In addition, Mr. Schaible is the Chairman and Chief Executive Officer of Atlas FinTech, in which he also has an ownership interest. Sandip Patel, a director of Quantum, also has a less than 10% ownership interest in Atlas FinTech. Atlas FinTech owns 50% of AtlasClear and also owns a controlling membership interest in Quantum Ventures. Pursuant to the Contribution Agreement and Pacsquare Acquisition Agreement, Atlas FinTech is expected to transfer certain technology assets to AtlasClear in connection with the Business Combination. It is also anticipated that Mr. Schaible will enter into an employment agreement with New Pubco upon consummation of the Business Combination. Our directors and the members of the Special Committee were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our stockholders that they approve the Business Combination. Mr. Schaible was not on the Special Committee.

​

Quantum Ventures, Chardan Quantum, and their respective affiliates have invested an aggregate of approximately $     million, including investments in Founder Shares, Quantum Private Warrants, and Sponsor Working Capital Loans, including to loans to fund the extensions, which they stand to forfeit and lose if Quantum is unable to complete a business combination prior to the Extended Date (up to August 9, 2023 if Quantum Ventures extends the period of time to consummate a business combination). Such Founder Shares and Quantum Private Warrants had an aggregate market value of $     million, based on the closing price of Quantum’s Public Shares and warrants on the NYSE and OTC, respectively, on     , 2023 of $     and $     , respectively. Certain officers and directors of Quantum have pecuniary interests in such investments through their ownership interest in Quantum Ventures, or have direct ownership of Quantum Public Shares. None of Quantum Ventures or current

 

11

 

officers or directors of Quantum will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described above.

Stockholders should take all of these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that the Co-Sponsors have waived their right to redeem any of the Founder Shares and Public Shares in connection with a stockholder vote to approve a proposed initial business combination;

​

•

the fact that the Co-Sponsors paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $      based on the closing price of $      per Public Share on the NYSE on                 , 2023;

​

•

the fact that the Co-Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if Quantum fails to complete an initial business combination by the Extended Date (as defined herein);

​

•

the fact that the Co-Sponsors (including its representatives and affiliates) and Quantum’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Quantum. Quantum’s directors and officers also may have become aware of business opportunities which may have been appropriate for presentation to Quantum, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. The Existing Charter provides that Quantum renounces its interest in any corporate opportunity offered to any director or officer of Quantum unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Quantum and such opportunity is one Quantum is legally and contractually permitted to undertake and such person is legally permitted to refer such opportunity to Quantum. Quantum is not aware of any such conflict or opportunity being presented to any Co-Sponsor, founder, director or officer of Quantum nor does Quantum believe that the limitation of the application of the “corporate opportunity” doctrine in the Existing Charter had any impact on its search for a potential business combination;

​

•

the fact that the Co-Sponsors paid approximately $5,562,500 for 5,562,500 Quantum Private Warrants, each of such Quantum Private Warrants is exercisable commencing on the later of 12 months from the closing of the IPO and 30 days following the Closing for one share of New Pubco Common Stock at $11.50 per share; if Quantum does not consummate an initial business combination by the Extended Date, then the proceeds from the sale of the Quantum Private Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by the Co-Sponsors will be worthless; the warrants held by the Co-Sponsors had an aggregate market value of approximately $      based upon the closing price of $      per warrant on the OTC on                 , 2023;

​

•

the beneficial ownership of 40,833 Founder Shares purchased by each of Quantum’s officers and directors by Quantum Ventures. All such shares would become worthless if Quantum does not consummate an initial business combination by the Extended Date, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $      based on the closing price of $      per Public Share on the NYSE on                 , 2023;

​

•

if the Trust Account is liquidated, including in the event Quantum is unable to complete an initial business combination within the required time period, Quantum Ventures has agreed that it will be liable to Quantum if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which Quantum has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any

​

 

12

 

claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

John Schaible, the current Chairman of the Board and Chief Executive Officer of Quantum, is expected to continue to be the Chief Strategy Officer, and to become a director, of the Company after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the New Pubco Board determines to pay to him for his services as an executive officer and a director;

•

members of the Quantum Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on Quantum’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

​

•

Quantum Ventures and Quantum’s officers, directors or their affiliates may make working capital loans prior to the Closing of the Business Combination, up to $1,500,000 of which are convertible into warrants at a price of $1.00 per warrant at the option of the lender, which may not be repaid if the Business Combination is not completed; the 1,500,000 Quantum Private Warrants would have an aggregate market value of approximately $      based on the last sale price of $      of the Quantum Public Warrants on           , 2023;

​

•

Steven J. Carlson, Sandip I. Patel and Thomas J. Hammond, current directors of Quantum, are each expected to be directors of the Company after the consummation of the Business Combination. As such, in the future each of Messrs. Carlson, Patel and Hammond will receive any cash fees, stock options, stock awards or other remuneration that the New Pubco Board determines to pay them for their service as directors; and

​

•

following the consummation of the Business Combination, we will continue to indemnify Quantum’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

​

Please also see the sections “Certain Relationships and Related Person Transactions,” “Executive Compensation — Director Compensation” and “Beneficial Ownership of Securities” for more information on the interests and relationships of our Co-Sponsors, current officers and directors, and AtlasClear’s current owners.

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

Upon the completion of the IPO, a total of $201,250,000 was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of December 31, 2022, there were investments and cash held in the Trust Account of approximately $204.0 million. In connection with the Extension Amendment (as defined herein), on February 6, 2023, holders of 14,667,626 Public Shares elected to redeem, leaving approximately $55.3 million remaining in the Trust Account. These funds will not be released until the earlier of the completion of our initial business combination and the redemption of our Public Shares if we are unable to complete an initial business combination by the Extended Date, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

​

Q:

What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination proposal and exercise their redemption rights?

​

A:

Quantum’s Public Stockholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders. However, the consummation of the Business Combination is conditioned upon, among other things, approval by Quantum’s stockholders of the Business Combination Agreement and the Business Combination. In addition, with fewer Public Shares and Public Stockholders, the trading market for New Pubco Common Stock may be less liquid than the

​

 

13

 

market for shares of Quantum Common Stock was prior to consummation of the Business Combination and the Company may not be able to meet the listing standards for the NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into the Company’s business will be reduced.

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, (i) approval of the Business Combination and related agreements and transactions by certain respective equity holders of Quantum and AtlasClear, (ii) the registration statement of which this proxy statement/prospectus forms a part, (iii) the listing or approval for effectiveness of the listing on NYSE or, if such listing is not practicable, The Nasdaq Stock Market LLC, of the New Pubco Common Stock, (iv) Available Closing Cash will not be less than $40,000,000, and (v) receipt of required consents and approvals from or made with any governmental authority. In addition, unless waived pursuant to the terms thereof by the parties so entitled to waive, and subject to applicable law, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001.

​

Q:

What happens if the Business Combination is not consummated?

​

A:

If we are not able to complete the Business Combination or another initial business combination by the Extended Date, we will cease all operations except for the purpose of winding up and redeeming our Public Shares and liquidating the Trust Account, in which case our Public Stockholders may only receive approximately $10.00 per share and our warrants will expire worthless. In addition, the underwriters of the IPO, including Chardan, agreed to waive their rights to their business combination marketing fee of $7,043,750 (the “Marketing Fee”) held in the Trust Account in the event we do not complete our initial business combination within the required time period.

​

Q:

When do you expect the Business Combination to be completed?

​

A:

It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Special Meeting, which is set for           , 2023; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by our stockholders at the Special Meeting and we elect to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals has not been approved, and (ii) the Closing will not occur until all conditions set forth in the Business Combination Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Conditions to the Closing of the Business Combination.”

​

Q:

What proposals are stockholders being asked to vote upon?

​

A:

Under the Business Combination Agreement, the approval of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. If Quantum’s stockholders do not approve each of the Condition Precedent Proposals, then the Business Combination may not be consummated.

​

In addition, as required by applicable SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, Quantum is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain amendments contained in the Proposed Charter that materially affect stockholder rights, which are amendments that will be made to the Existing Charter as reflected in the Proposed Charter. This separate vote is not otherwise required by Delaware law, but pursuant to SEC guidance, Quantum is required to submit these provisions to our stockholders separately for approval. However, the stockholder vote regarding these proposals are advisory votes, and are not binding on Quantum or the Quantum Board.

In addition to the foregoing proposals, the stockholders also may be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and

 

14

 

vote of proxies if (1) based upon the tabulated vote at the time of the Special Meeting, each of the Condition Precedent Proposals has not been approved and/or (2) Quantum determines that one or more of the closing conditions under the Business Combination Agreement has not been satisfied. See “The Adjournment Proposal.”

Quantum will hold the Special Meeting of our stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

After careful consideration, the Quantum Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that the Business Combination Proposal, each of the Advisory Charter Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal is in the best interests of Quantum and its stockholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Quantum and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in this proxy statement/prospectus for a further discussion.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:

Do I have redemption rights?

​

A:

If you are a Public Stockholder, you have the right to request that Quantum redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Public Shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question, “How do I exercise my redemption rights?”

​

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Our initial stockholders entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by Quantum’s stockholders of the Business Combination Agreement and the Business Combination. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Business Combination Agreement.”

 

15

 

Q:

How do I exercise my redemption rights?

​

A:

If you are a Public Stockholder and wish to exercise your right to redeem your Public Shares, you must:

​

(a)

hold Public Shares or (b) hold Public Shares through Quantum Units and elect to separate your Quantum Units into the underlying Public Shares and Quantum Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

​

(b)

prior to           , Eastern Time, on                 , 2023 (two business days prior to the vote at the Special Meeting) (a) submit a written request to the transfer agent that Quantum redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through DTC.

​

The address of the transfer agent is listed under the question “Who can help answer my questions?” below.

Holders of Quantum Units must elect to separate the underlying Public Shares and Quantum Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Quantum Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Quantum Units into the underlying Public Shares and Quantum Public Warrants, or if a holder holds Quantum Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.

Any Public Stockholder will be entitled to request that its Public Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of December 31, 2022, this would have amounted to approximately $10.20 per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Stockholders, regardless of whether such Public Stockholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to Public Stockholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of Public Shares, you may exercise your redemption rights by submitting your request in writing to the transfer agent at the address listed at the end of this section.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the transfer agent and later decide prior to Closing not to elect redemption, you may request that Quantum instruct our transfer agent to return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the transfer agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent by           , Eastern Time, on                 , 2023.

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described above, then, if the Business Combination is consummated, Quantum will redeem Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Quantum Warrants that you may hold.

 

16

 

Q:

Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?

​

A:

No. You may exercise your redemption rights irrespective of whether you vote your Quantum Common Stock for or against the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of the NYSE.

​

Q:

If I am a holder of Quantum Units, can I exercise redemption rights with respect to my units?

​

A:

No. Holders of outstanding Quantum Units must elect to separate the units into the underlying Public Shares and Quantum Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your Quantum Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and Quantum Public Warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct them to do so. If you fail to cause your Public Shares to be separated and delivered to the transfer agent by           , Eastern Time, on                 , 2023, you will not be able to exercise your redemption rights with respect to your Public Shares.

​

Q:

What are United States federal income tax considerations relating to the exercise of my redemption rights?

​

A:

The U.S. federal income tax consequences of exercising your redemption rights will depend upon your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

​

Q:

Do I have appraisal rights in connection with the proposed Business Combination?

​

A:

No. Neither Quantum’s stockholders nor warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

​

Q:

What do I need to do now?

​

A:

Quantum urges you to read carefully and consider the information contained in this proxy statement/​prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of Quantum. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

How do I vote?

​

A:

The Special Meeting will be held at           a.m., Eastern Time, on                 , 2023, at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution Ave. NW, Suite 900, Washington, DC 20001.

​

If you are a holder of record of shares of Quantum Common Stock on the record date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

 

17

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

​

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Moreover, broker non-votes will have no effect on any of the proposals in this proxy statement.

For the proposals in this proxy statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q:

When and where will the Special Meeting be held?

​

A:

The Special Meeting will be held at      a.m., Eastern Time, on                 , 2023, at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution Ave. NW, Suite 900, Washington, DC 20001, unless the Special Meeting is adjourned.

​

Q:

Who is entitled to vote at the Special Meeting?

​

A:

Quantum has fixed                 , 2023 as the record date. If you were a stockholder of Quantum at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his or her shares if he or she is present in person or is represented by proxy at the Special Meeting.

​

Q:

How many votes do I have?

​

A:

Our stockholders are entitled to one vote at the Special Meeting for each share of common stock held of record as of the record date. As of the close of business on the record date, there were outstanding [•] shares of Quantum Common Stock, of which [•] were outstanding Public Shares.

​

Q:

What constitutes a quorum?

​

A:

A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of stockholders holding a majority of the shares of Quantum Common Stock entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting. In the absence of a quorum, the chairperson of the Special Meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting, [•] shares of Quantum Common Stock would be required to achieve a quorum.

​

Q:

What vote is required to approve each proposal at the Special Meeting?

​

A:

The following votes are required for each proposal at the Special Meeting:

​

•

Business Combination Proposal:   The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting. Our initial stockholders agreed to vote their Founder Shares and any Public Shares purchased by them, in favor of the Business Combination Proposal. Assuming such initial stockholders vote in favor of the Business Combination Proposal, and assuming that only the minimum number of shares representing a quorum are voted, only 3.9% of the Public Shares will need to vote in favor of the Business Combination Proposal for it to be approved.

​

 

18

 

•

Advisory Charter Proposals:   The approval of each of the Advisory Charter Proposals, each of which is a non-binding advisory vote, requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

​

•

Director Election Proposal:   The election of the director nominees pursuant to the director election proposal requires a plurality of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

​

•

Incentive Plan Proposal:   The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

​

•

Adjournment Proposal:   The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

​

Q:

What are the recommendations of the Quantum Board?

​

A:

After careful consideration, and based in part on the unanimous recommendation of the Special Committee, the Quantum Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of Quantum’s stockholders and unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal, “FOR” each of the separate Advisory Charter Proposals, “FOR” the Incentive Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

​

The existence of financial and personal interests of Quantum’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Quantum and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by the Extended Date, we may be forced to liquidate, and the 5,562,500 Quantum Private Warrants owned by our Co-Sponsors, of which certain of our directors and officers are members, and the 5,031,250 Founder Shares owned by our Co-Sponsors, directors and officers, would be worthless. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information.

Q:

How does Quantum Ventures and the other initial stockholders intend to vote their shares?

​

A:

Pursuant to the terms of the letter agreements entered into at the time of the IPO, our initial stockholders agreed to vote their Founder Shares and any Public Shares purchased by them, in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, our initial stockholders own an aggregate of 5,031,250 shares of Quantum Common Stock, which in the aggregate represent 48.0% of our total outstanding shares on the date of this proxy statement/prospectus.

​

Q:

May Quantum Ventures and the other initial stockholders purchase Public Shares or warrants prior to the Special Meeting?

​

A:

At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding Quantum or our securities, our initial stockholders, AtlasClear and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Quantum Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to stockholders for approval at the Special Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact

​

 

19

 

nature of any such incentives has not been determined as of the date of this proxy statement/​prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

In the event that the Co-Sponsors, directors, officers, Target Companies and/or their affiliates purchase Public Shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. To the extent that the redemption of Public Shares would constitute a tender offer under the Exchange Act, any purchases of Public Shares by the Co-Sponsors, directors, officers and their affiliates outside of the tender offer will be made in compliance with the rules, regulations and interpretations promulgated by the SEC with respect to such purchases and any Public Shares purchased by the Co-Sponsors, directors, officers or their affiliates during the tender offer period but outside of the tender offer will not be voted in favor of the Business Combination. Any such purchases of Public Shares may result in the completion of the Business Combination that may not otherwise have been possible.

Any shares purchased by Quantum’s Co-Sponsors and officers and directors would be purchased at a price no higher than the per share pro rata portion of the Trust Account. Any shares so purchased would not be voted in favor of the Business Combination Proposal at the Special Meeting and would not be redeemable by Quantum’s Co-Sponsors and officers and directors.

Entering into any such incentive arrangements may have a depressive effect on shares of Quantum Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Quantum will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the Special Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:

What happens if I sell my shares of Quantum Common Stock before the Special Meeting?

​

A:

The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Quantum Common Stock after the applicable record date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

​

Q:

How has the announcement of the Business Combination affected the trading price of Quantum Common Stock, Quantum Public Warrants and Quantum Units?

​

A:

On November 16, 2022, the last trading date before the public announcement of the Business Combination, the Quantum Common Stock, Quantum Public Warrants and Quantum Units closed at $9.88, $0.05 and $9.88, respectively. On           , 2023, the trading date immediately prior to the date of this proxy statement/prospectus, the Quantum Common Stock, Quantum Public Warrants and Quantum Units closed at $      , $      and $      , respectively.

​

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. Stockholders may send a later-dated, signed proxy card to Quantum’s Secretary at the address set forth below so that it is received by Quantum’s secretary prior to the vote at the Special Meeting (which

​

 

20

 

is scheduled to take place                 , 2023) or attend the Special Meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Quantum’s Chief Executive Officer, which must be received by Quantum’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:

What happens if I fail to take any action with respect to the Special Meeting?

​

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder and/or warrant holder of the Company. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a stockholder and/or warrant holder of Quantum. However, if you fail to take any action with respect to the Special Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.

​

Q:

What should I do with my stock certificates, warrant certificates and/or unit certificates?

​

A:

Stockholders who exercise their redemption rights must deliver their stock certificates to the transfer agent (either physically or electronically) prior to                 a.m., Eastern Time, on                 , 2023 (two business days prior to the vote at the Special Meeting).

​

Holders of Quantum Public Warrants should not submit the certificates relating to their Quantum Public Warrants. Public Stockholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon effectiveness of the Business Combination, holders of Quantum Common Stock and Quantum Warrants will receive New Pubco Common Stock and New Pubco Warrants without needing to take any action and accordingly such holders should not submit the certificates relating to their common stock and warrants. In addition, before the Closing, each outstanding Quantum Unit (each of which consists of one share of Quantum Common Stock and one Quantum Public Warrant to purchase one-half of one share of Quantum Common Stock) will be separated into its component share of Quantum Common Stock and Quantum Public Warrant.

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Quantum Common Stock.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact Quantum’s proxy solicitor at:

​

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll free: (877) 717-3922
Banks and brokers may call collect: (212) 750-5833

 

21

 

You may also contact Quantum at:

Quantum FinTech Acquisition Corporation
4221 W. Boy Scout Blvd., Suite 300
Tampa, FL 33607
Tel: (813) 257-9366
Attn: John Schaible, Chief Executive Officer

To obtain timely delivery, Quantum’s stockholders and warrant holders must request the materials no later than five business days prior to the Special Meeting.

You also may obtain additional information about Quantum from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to the transfer agent at the address below prior to                 a.m., Eastern Time, on                 , 2023 (two business days prior to the vote at the Special Meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

 

22

 

23

 

​

24

 

25

 

​

26

 

27

 

28

 

29

 

​

​

​

Assuming No Redemptions of Public Shares(1)(2)

​

​

Assuming 50% Redemptions of Public Shares(1)(3)

​

​

Assuming 75% Redemptions of Public Shares(1)(4)

​

​

Assuming Maximum Redemptions of Public Shares(1)(5)

​

Quantum’s Public Stockholders

​

​

​

​

40.0%

​

​

​

​

​

34.3%

​

​

​

​

​

31.0%

​

​

​

​

​

27.4%

​

​

Quantum’s Co-Sponsors . . . . .

​

​

​

​

27.5%

​

​

​

​

​

30.1%

​

​

​

​

​

31.6%

​

​

​

​

​

33.2%

​

​

AtlasClear Stockholders . . . . .

​

​

​

​

32.5%

​

​

​

​

​

35.6%

​

​

​

​

​

37.4%

​

​

​

​

​

39.4%

​

​

30

 

31

 

​

32

 

33

 

34

 

​

35

 

​

36

 

37

 

38

 

39

 

​

40

 

​

41

 

​

42

 

​

43

 

44

 

​

​

​

Pro Forma Combined (Assuming No Redemptions)

​

​

Pro Forma Combined (Assuming Maximum Contractual Redemptions)

​

Summary Unaudited Pro Forma Condensed Combined

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Operations Data

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

$

9,527

​

​

​

​

$

9,527

​

​

Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

$

(88,924)

​

​

​

​

$

(88,924)

​

​

Operation loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

$

(79,397)

​

​

​

​

$

(79,397)

​

​

Net loss

​

​

​

$

(67,725)

​

​

​

​

$

(67,725)

​

​

Weighted average shares outstanding – basic and diluted

​

​

​

​

13,649,197

​

​

​

​

​

11,286,529

​

​

Basic and diluted net loss per share

​

​

​

$

(4.96)

​

​

​

​

$

(6.00)

​

​

​

​

​

Pro Forma Combined (Assuming No Redemptions)

​

​

Pro Forma Combined (Assuming Maximum Contractual Redemptions)

​

Summary Unaudited Pro Forma Condensed Combined

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance Sheet Data as of December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

Total current assets

​

​

​

$

58,127

​

​

​

​

$

38,523

​

​

Total assets

​

​

​

$

100,418

​

​

​

​

$

80,814

​

​

Total current liabilities

​

​

​

$

50,047

​

​

​

​

$

54,555

​

​

Total liabilities

​

​

​

$

51,150

​

​

​

​

$

55,658

​

​

Total stockholders’ equity

​

​

​

$

86,789

​

​

​

​

$

62,676

​

​

45

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro Forma Combined

​

(In thousands, except share and per share data)

​

​

AtlasClear

​

​

Quantum

​

​

No Redemptions

​

​

Maximum Redemptions

​

Year Ended December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

​

​

​

(66,918)

​

​

​

​

​

11,045

​

​

​

​

​

(67,724)

​

​

​

​

​

(67,724)

​

​

Weighted average shares outstanding – basic and diluted

​

​

​

​

410,000

​

​

​

​

​

25,156,250

​

​

​

​

​

13,649,197

​

​

​

​

​

11,286,529

​

​

Net income (loss) per share – Basic and diluted

​

​

​

​

(163.22)

​

​

​

​

​

0.44

​

​

​

​

​

(4.96)

​

​

​

​

​

(6.00)

​

​

Cash dividends per share – basic and diluted

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Stockholders’ equity (deficit)

​

​

​

​

8,145

​

​

​

​

​

(5,010)

​

​

​

​

​

49,266

​

​

​

​

​

25,154

​

​

Book value per share(1)

​

​

​

​

19.87

​

​

​

​

​

(0.20)

​

​

​

​

​

3.61

​

​

​

​

​

2.23

​

​

​

46

 

​

​

​

Quantum Common Stock

​

​

AtlasClear Common Stock

​

​

Wilson-Davis Common Stock

​

November 16, 2022

​

​

​

$

9.88

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

, 2023

​

​

​

$

​

​

​

​

​

N/A

​

​

​

​

​

N/A

​

​

47

 

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Quantum and the Target Companies.

Throughout this section, references to the “Company” refer to the Company and its consolidated subsidiaries subsequent to the Business Combination, as the context so requires.

Investing in Quantum Common Stock involves a high degree of risk. You should carefully consider the risks described below and all other information contained in this proxy statement/prospectus, including our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Quantum” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Target Companies” before making an investment decision. The Company’s business, financial condition and results of operations could be materially and adversely affected if any of the following risks, or other risks and uncertainties that are not yet identified or that we currently think are immaterial, actually occur. In that event, the trading price of shares may decline, and you may lose part or all of your investment. Certain statements below are forward-looking statements. See the section titled “Special Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus.

Risks Relating to AtlasClear and the Company

AtlasClear is a new company with no prior operating history, which makes it very difficult to evaluate AtlasClear’s future business prospects and there can be no assurance that the CB Merger will be completed following the Business Combination as anticipated.

AtlasClear is a new company that was formed in March 2022. Prior to such time, AtlasClear had no operations or assets and, as of the date of this proxy statement/prospectus, has limited operations or assets. Further, AtlasClear has generated no revenue to date. Prior to the Closing, AtlasClear expects to receive certain intellectual property from Atlas FinTech and Atlas Financial Technologies Corp. and complete the acquisition of Wilson-Davis. AtlasClear expects to complete the transactions contemplated by the CB Merger Agreement and consummate the transaction with Pacsquare pursuant to which AtlasClear will acquire certain assets of Pacsquare following the Closing of the Business Combination. As a result of these transactions, AtlasClear expects to acquire the capabilities to provide specialized banking and clearing services to other financial services firms. There can be no assurance that any of the foregoing transactions will be completed as anticipated. Even if AtlasClear is able to consummate the transactions, there can be no assurance that the combined company will achieve the anticipated synergies and benefits of such transactions, that its service offerings will appeal to its target market of financial services firms, generally with annual revenues up to $1 billion, or that it will achieve its anticipated financial results. If AtlasClear were not able to complete one or more of the foregoing transactions, or if the combined company does not achieve the anticipated operational and financial results, the value of your investment would be materially and adversely affected.

AtlasClear may not be successful in completing the transactions described above and, if it is, AtlasClear may experience difficulties in integrating the operations of Wilson-Davis and Commercial Bancorp and in realizing the expected benefits of these transactions.

The success of the Business Combination, if completed, will depend in part on the ability of AtlasClear to successfully complete the transactions described above and to realize the anticipated benefits of combining the operations of Wilson-Davis and Commercial Bancorp with AtlasClear in an efficient and effective

 

48

 

manner. The integration process could take longer than anticipated and could result in the loss of key employees from either company, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect AtlasClear’s ability to continue relationships with Wilson-Davis’ and Commercial Bancorp’s customers, employees or other third parties, or AtlasClear’s ability to achieve the anticipated benefits of the transactions or the Business Combination, and could harm the Company’s financial performance. If AtlasClear is unable to successfully or timely integrate the operations of Wilson-Davis and Commercial Bancorp with its business, it may incur unanticipated liabilities and be unable to realize the revenue growth, operating efficiencies, synergies and other anticipated benefits resulting from such transactions and the Business Combination, and the Company’s business, results of operations and financial condition could be materially and adversely affected.

Wilson-Davis and Commercial Bancorp may have liabilities that are not known to AtlasClear and the indemnities negotiated in the Broker-Dealer Acquisition Agreement and the CB Merger Agreement may not offer adequate protection.

As part of the Broker-Dealer Acquisition Agreement and the CB Merger Agreement, AtlasClear will assume certain liabilities of Wilson-Davis and Commercial Bancorp, respectively. There may be liabilities that AtlasClear failed or was unable to discover in the course of performing due diligence investigations into these companies. AtlasClear may also have not correctly assessed the significance of certain liabilities identified in the course of its due diligence. Any such liabilities, individually or in the aggregate, could have a material adverse effect on the combined company’s business, financial condition and results of operations. As AtlasClear integrates Wilson-Davis and Commercial Bancorp into its operations, AtlasClear may learn additional information about Wilson-Davis and Commercial Bancorp, such as unknown or contingent liabilities and issues relating to compliance with applicable laws, that could potentially have a materially adverse effect on the combined company’s business, financial condition and results of operations.

The Company intends to use some of the proceeds from the Business Combination to fund the purchase price payable under the CB Merger Agreement, but the Business Combination is not conditioned upon the closing of the CB Merger, and the Company will have broad discretion to determine alternative uses of proceeds.

The Company intends to use some of the proceeds from the Business Combination to fund the purchase price payable under the CB Merger Agreement. However, the Business Combination is not conditioned upon the closing of such merger. If the CB Merger Agreement is not consummated, the Company will have broad discretion in the application of the proceeds remaining from Business Combination after the Wilson-Davis Acquisition such as using the proceeds toward general corporate purposes, and holders of shares of Quantum Common Stock will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately.

Risks Relating to Wilson-Davis’ Business and Industry

Wilson-Davis’ liquidation of microcap securities and related activities in the over-the-counter market segment expose it to significant risk.

Wilson-Davis conducts activities, including customer liquidations of restricted and control securities, in microcap securities, which are subject to higher risks than securities traded on national securities exchanges. Microcap securities generally are issued by companies with low or “micro” capitalizations, meaning the total market capitalization value of the company’s stock is less than $250 million, which includes low-priced securities, or penny stocks, that trade at below $5.00 per share and have a market capitalization of less than $50 million. Microcap securities frequently are issued by smaller reporting companies, which relaxes many of the disclosure obligations applicable to larger companies (see below). Further, trading in such microcap securities requires Wilson-Davis to meet heightened customer disclosure obligations for any retail transactions. Because of perceived risks associated with the above factors, Wilson-Davis believes it faces heightened regulatory scrutiny from the SEC and FINRA and other self-regulatory organizations that require particular attention to compliance measures and supervision.

 

49

 

The over-the-counter markets for the microcap securities Wilson-Davis liquidates frequently have limited trading volume and volatile trading prices.

The trading markets for the microcap securities Wilson-Davis liquidates frequently have limited trading volume and volatile price fluctuations, which sometimes makes it difficult to fulfill customers’ orders at requested amounts or prices. In addition, because of market conditions, Wilson-Davis may restrict the number of shares that a customer or a group of customers may liquidate in a single security to mitigate possible undue market selling pressure or to reduce potential market impact. Wilson-Davis may not be successful in detecting market conditions that warrant the above or other trading precautions to meet its compliance obligations. Any such trading limitations may impair Wilson-Davis’ competitive position and contribute to customer dissatisfaction.

The penny stock rules limit Wilson-Davis’ trading practices.

Wilson-Davis must comply with special penny stock rules if it sells such stock to retail customers, as distinguished from other broker-dealers. Although Wilson-Davis has a policy of limiting penny stock sales only to other broker-dealers, if Wilson-Davis sells penny stocks to retail customers, it must provide purchasers of these stocks with a standardized risk disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. The penny stock rules may make it difficult for investors to sell their shares of penny stock. Because of these rules, many brokers choose not to participate in penny stock transactions and there is less trading in penny stocks. Accordingly, investors may not always be able to resell shares of penny stock publicly at times and prices that they feel are appropriate. Wilson-Davis cannot assure that its policy of limiting penny stock sales only to other broker-dealers and not to retail customers will be observed in all cases or that any penny stock rules compliance measures that Wilson-Davis adopts and implements will be effective.

Wilson-Davis will need to obtain additional capital to meet increased excess capital requirements of NSCC effective August 2023 or terminate clearing for introducing brokers.

Wilson-Davis is subject to new excess net capital amendments of rules adopted by NSCC that will require Wilson-Davis to have excess net capital of at least $10.0 million as of August 2023 if Wilson-Davis clears for an introducing broker. As of December 31, 2022, Wilson-Davis had net capital of approximately $9.6 million. Therefore, Wilson-Davis will need to increase excess net capital by either retaining earnings or infusing external capital. Wilson-Davis has no agreements or commitments to obtain any required additional capital. If Wilson-Davis does not increase its excess net capital by the deadline, it may need to terminate clearing securities on a fully disclosed basis for Glendale Securities, Inc., which would adversely affect Wilson-Davis’ revenues.

Wilson-Davis is substantially dependent on one principal customer.

During the fiscal years ended June 30, 2022 and 2021, Wilson-Davis received 20.2% and 39.6% of its revenue, respectively, from securities liquidations of Canadian traded securities for customers of Canaccord Genuity. The termination or material reduction in the securities liquidation for customers of Canaccord Genuity would have a material adverse effect on the revenues and results of operation of Wilson-Davis.

Wilson-Davis customers liquidate securities of smaller reporting companies that have relaxed disclosure obligations.

The microcap securities Wilson-Davis customers principally liquidate are issued by smaller reporting companies. The disclosures smaller reporting companies are required to provide in SEC periodic reports are less than those of larger reporting companies. Specifically, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation on the effectiveness of internal control over financial reporting, and have certain other reduced disclosure obligations in their SEC filings, including being permitted to provide two, rather than three,

 

50

 

years of audited financial statements in annual reports. Reduced disclosures in smaller reporting company periodic reports may make it harder for investors to analyze results of operations and financial prospects. Wilson-Davis believes that the foregoing contributes to increased volatility and lower trading volume for the securities markets for smaller reporting companies, many of which are microcap securities.

Wilson-Davis customers also liquidate securities in companies that do not file SEC reports, so there is very little, if any, reliable data publicly available about them.

In addition to smaller reporting companies, Wilson-Davis customers also liquidate securities of companies that are not subject to SEC reporting requirements and thus do not file any periodic reports. Frequently, there is little reliable available public information about the business activities, financial condition or results of operations, management, operating risks, or other material matters about such companies. Many of such companies have only recently been organized, have inadequate financial resources or liquidity and rely on the ongoing sale of stock or borrowings to sustain operations, do not have independent directors, and have engaged in material transactions with related parties. These companies may not have financial statements that have been reviewed by independent auditors. Transactions in the securities of these companies may expose Wilson-Davis to liability.

Wilson-Davis is subject to significant regulatory enforcement proceedings.

Wilson-Davis has appealed to the SEC an adverse ruling by FINRA’s National Adjudicatory Council, or “NAC,” finding that Wilson-Davis had violated FINRA rules respecting short sales, failing to supervise and implement adequate anti money-laundering procedures. NAC had ordered Wilson-Davis to pay a $1,100,000 fine and disgorge $51,624. Wilson-Davis cannot predict the outcome of its appeal or when a decision will be rendered. Wilson-Davis established a $100,000 contingency reserve in the year ended June 30, 2021, for this litigation contingence, but cannot assure that this amount is adequate to cover any penalty determined on appeal. The amount of the fine and disgorgement by which a final judgment exceeds the contingency reserve amount would reduce Wilson-Davis’ excess capital.

Wilson-Davis and certain of its personnel are subject to various regulatory disciplinary orders that could be the basis of future regulatory action.

Wilson-Davis and certain of its personnel are subject to previous disciplinary orders by FINRA and the SEC which, by their terms, do not expire. FINRA and the SEC can impose special supervision and compliance measures and may increase future regulatory scrutiny. In July 2019, FINRA initiated an enforcement proceeding against Wilson-Davis, certain principals of Wilson-Davis, and a registered representative/trader alleging that the firm and the registered representative manipulated the market of a designated security, responsible supervisory personnel failed to establish and maintain appropriate supervisory procedures, the firm and a principal failed to implement and maintain appropriate anti-money laundering procedures, and provided inaccurate documents to FINRA staff (the “2019 FINRA Action”). Wilson-Davis and its principals agreed to settle the matter, without admitting or denying the allegations respecting supervision, anti-money laundering, and documentation in July 2021 by consenting to an order under which the firm was censured and paid a $500,000 monetary penalty, one principal was suspended in all capacities for 90 days, that principal and two others were suspended as principals for two years, and the firm was required to undertake certain compliance and remediation efforts. The firm promptly paid the fine and timely completed the required compliance and remediation efforts. In connection with the resolution of some matters, Wilson-Davis engaged qualified consultants to recommend specific compliance procedures and has implemented such required compliance enhancements. Wilson-Davis believes it has fully complied with all sanctions related to the July 2019 complaint. However, specific employees remain subject to sanctions and restrictions on activities, particularly Wilson-Davis stockholders Lyle Davis, Byron Barkley, and James Snow, who agreed to a suspension from being associated with the firm in a principal capacity for two years, which expires in August 2023. Previously, in December 2016, FINRA filed a complaint against Wilson-Davis asserting potential violations of several securities laws and regulations, regarding supervision, anti-money-laundering, and Regulation SHO speculation prohibitions (the “2016 FINRA Action”). Wilson-Davis denied the allegations and FINRA-imposed sanctions have been stayed pending appeal. For more information on the 2016 FINRA Action, see “Legal Proceedings.” The foregoing disciplinary sanctions

 

51

 

may enhance scrutiny by regulatory authorities to assure continued compliance with findings and sanctions in previous proceedings.

Wilson-Davis’ procedures, policies, and practices to comply with the comprehensive anti-money laundering regulatory regime may not be sufficient to assure compliance.

Wilson-Davis is subject to comprehensive anti-money laundering (“AML”) laws, regulations, and interpretations that apply to its activities under the Bank Secrecy Act. The AML regulatory regime covers a wide range of activities, including trading activities, securities liquidations and other transactions, funds and securities transfers, the opening of customer accounts, customer interactions, and other activities.

In July 2019, FINRA censured Wilson-Davis and assessed a $500,000 fine for violations, among others, of applicable AML rules. Further, Wilson-Davis engaged an independent consultant to help develop and implement new comprehensive policies and procedures designed to comply with applicable AML requirements. Wilson-Davis has completed this process but cannot assure that its new policies and procedures will in fact be adequate to assure AML compliance in practice. This enforcement proceeding and the related implementation of new AML policies and procedures may have heightened regulatory scrutiny of Wilson-Davis. Regulatory authorities may consider Wilson-Davis’ previous discipline as warranting increased sanctions in any subsequent enforcement proceeding finding AML violations.

Although Wilson-Davis expends significant time and financial resources to monitor and investigate potential AML issues, Wilson-Davis’ resources, technologies, personnel, and fraud detection tools may be insufficient to accurately detect and prevent such activities. Significant increases in fraudulent or illegal activities could negatively impact Wilson-Davis’ reputation and reduce the trading volume through the firm. Any misbehavior of or violation by Wilson-Davis’ customers may also lead to regulatory investigations into the firm. Further, although Wilson-Davis may ultimately conclude that no fraud or money laundering exists, regulatory authorities may disagree that the red flags pointed towards such a conclusion and may impose various penalties without needing to point to any evidence of fraud or money laundering. Any such penalties could significantly harm the financial condition and results of operations of Wilson-Davis.

Wilson-Davis cannot predict the duration or severity of current economic conditions that have adversely affected its results of operations.

Wilson-Davis’ recent revenue and profitability have been adversely affected by the general downturn in the securities markets since early 2022, resulting from rising inflation, increasing interest rates, the lingering economic effects of the COVID pandemic, supply chain disruptions, the military conflict in Ukraine, and other factors. These effects are reflected in Wilson-Davis’ financial results for the second half of its fiscal year ended June 30, 2022. Wilson-Davis cannot predict the duration or severity of the downturn of the current securities markets or the economic and other factors that are contributing to these market conditions.

General, long-term financial and economic conditions and unforeseen events may adversely affect Wilson-Davis’ financial condition and results of operations.

In addition to the current securities markets and economic challenges, previous long-term market downturns, economic depressions and unforeseen events, such as the COVID-19 pandemic, have had an adverse impact on Wilson-Davis’ business. Although Wilson-Davis has established a disaster recovery plan, there is no guarantee that it could operate without disruption in the event a disaster were to occur. The occurrence of various unforeseeable events such as natural disasters, pandemics, terrorism and acts of war, could result in fewer customer orders and, as a result, decreased commissions and revenue, resulting in a significant impact on Wilson-Davis’ ability to conduct business and adversely affecting its results of operations and financial condition.

Wilson-Davis may be unable to attract and retain registered representatives and other professional employees.

There is intense competition for experienced registered representatives with a knowledge of over-the-counter markets and a large customer network. Further, many customers may be more loyal to individual representatives than to the firm itself. If Wilson-Davis is unable to attract and retain the services of registered representatives, the firm may be unable to maintain or expand its customer base or may be

 

52

 

unable to effectively manage the volume of orders it executes and clears. Likewise, Wilson-Davis relies upon financial and compliance professionals who are not registered representatives but who perform important services to the firm. If Wilson-Davis is unable to attract and retain such professionals, it may be unable to stay compliant in an increasingly complex regulatory environment. Further, the number of young professionals entering the broker-dealer industry has declined over time and Wilson-Davis’ inability to hire young professionals, particularly in light of the average age of Wilson-Davis’ existing professionals, may adversely impact its ability to retain or expand its customer base.

FINRA has adopted rules that impose significant compliance requirements on making investment recommendations to retail customers.

Wilson-Davis policy is to not recommend investments to its customers. However, Wilson-Davis cannot assure you that its policy of not making recommendations to customers will be observed in all cases or that any investment recommendation rules compliance measures that Wilson-Davis adopts and implements will be effective. Breaches of Wilson-Davis’ policy could expose Wilson-Davis to regulatory enforcement and to liability from its customers.

Wilson-Davis faces significant competition from other brokers and clearing firms.

The broker-dealer and clearing firm industries are dominated by a small number of very large broker-dealers and clearing firms and a number of smaller self-clearing firms and clearing firms that clear for small introducing brokers clearing microcap securities transactions. Wilson-Davis continues to compete with larger firms that have greater financial resources, vast customer networks, diverse business lines, household name recognition, large-scale marketing campaigns, and established relationships with regulatory and legislative institutions. Further, the firm’s competitors are comparatively less impacted by adverse regulatory actions and rulemaking than Wilson-Davis as a smaller firm, including impacts of net capital and margin calls imposed by NSCC. If Wilson-Davis does provide new products and services, doing so may require substantial expenditures and take considerable time. If Wilson-Davis fails to innovate and deliver products and services quickly enough as compared to its competitors, it might fail to attract and retain customers.

Wilson-Davis is exposed to credit risk from customers, market makers, and other counterparties.

Wilson-Davis is exposed to the risk that third parties that owe the firm money, securities, or other assets will not perform their obligations. These parties include other clearing firms, broker-dealers, customers, clearing houses, exchanges, and other financial intermediaries. Such parties may default on their obligations owed to Wilson-Davis due to bankruptcy, lack of liquidity, operational failure, or other reasons. For example, Wilson-Davis permits certain clients to purchase securities on a margin basis. These transactions may be collateralized by the customer’s cash and securities. If customers are unable to cover their short position or repay the credit extended by Wilson-Davis, the firm may incur a loss if it liquidates the customer’s collateral at market rates. Those risks may be particularly great during periods of rapidly declining markets in which the value of the collateral held by Wilson-Davis may fall below the amount of a customer’s indebtedness.

Wilson-Davis faces significant risks in conducting its market making business.

Wilson-Davis faces various risks relating to making markets in microcap securities. The regulations relating to market making are complex and subject to a significant breadth of regulatory interpretation, resulting in inconsistent and unpredictable enforcement of applicable law. If the firm acts in a manner that a regulator perceives to be inconsistent with applicable law, the firm may be subject to costly penalties and sanctions. Regulatory scrutiny of Wilson-Davis’ market making activities may have increased because of Wilson-Davis’ previous sanctions for short sale compliance deficiencies.

Systems and security failures could significantly disrupt Wilson-Davis’ business and subject the firm to losses, litigation, and regulatory actions.

Wilson-Davis’ business depends on its ability to execute large volumes of transactions for its own customers and to clear large volumes of transactions for introducing broker-dealers. The firm relies heavily on its communications systems and on stable and functioning Internet, mobile devices, and computer systems,

 

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all of which are subject to internal and external security vulnerabilities. Those vulnerabilities include disruptions from natural disasters, power and service outages, interruptions or losses, software bugs, cybersecurity attacks, computer viruses, malware, phishing, unauthorized entry, and other similar events. Further, Wilson-Davis is reliant on numerous service providers that may themselves have insufficient security measures that Wilson-Davis cannot effectively monitor. Although Wilson-Davis generally has agreements, policies, and procedures relating to cybersecurity and data privacy in place with third-party service providers, security breaches may still occur. Vulnerabilities with Wilson-Davis and third-party systems may result in, for example, the inability of Wilson-Davis to conduct its business, the theft or ransom of Wilson-Davis property, or the unauthorized disclosure of confidential customer information or the proprietary or confidential data of Wilson-Davis and its supervised persons. Unauthorized disclosures may in turn result in reputational damage, regulatory action, and civil suits, and may further require Wilson-Davis to expend significant additional resources to modify its protective measures, to investigate and remediate vulnerabilities, and to defend against legal and regulatory claims. Such events may also result in uninsured liability and the firm being subject to increased regulatory scrutiny and legal liabilities. Wilson-Davis may be unable to receive reimbursement from third-party service providers in the event of a security incident but may still be subject to adverse regulatory action if the firm is held responsible for security failures attributed to its vendors.

Wilson-Davis also faces risks relating to mistakes made in recoding, accounting for, confirming, and settling transactions. Wilson-Davis also faces risks relating to software and internet malfunctions. Any such malfunction or depletion of functionality could result in Wilson-Davis’ inability to execute trade orders, adverse operational and regulatory action, and reputational damage. Wilson-Davis’ board oversees cybersecurity risk management and controls, including appropriate risk mitigation strategies, systems, processes, and controls. This oversight involves reviewing an annual cybersecurity report from the firm’s chief information security officer, with whom the board maintains an ongoing dialog on current strategies, systems, processes, controls and possible needs for additional processes and controls to keep current with the latest threats. Wilson-Davis believes that its leadership structure facilitates such cybersecurity risk oversight because the role of the President, who has primary operating responsibility to assess and manage Wilson-Davis’ exposure to risk, is separated from the role of the Chairman of the Board, who sets the agenda for and presides over board meetings at which the Wilson-Davis board exercises its oversight responsibility with respect to cybersecurity risks.

Wilson-Davis relies on numerous external service providers whose failure to provide those services properly may result in significant adverse events.

Wilson-Davis relies on numerous third-party service providers, including communication systems providers, regulatory services providers, clearing systems, exchange systems, banking systems, and market information providers. If the provision of services by these third parties is interrupted or terminated, Wilson-Davis may be unable to conduct its business effectively, including by being unable to accept receipt of securities or funds or to provide information regarding stock trades. For example, the firm relies heavily on websites and software provided by or relating to OTC Markets. Any disruption to those websites or services could result in a significant reduction of orders received from the firm’s customers and even a cessation of the firm’s business activities.

Wilson-Davis relies on representations of third parties to ensure compliance with applicable laws and rules.

Wilson-Davis is required to comply with various securities laws and apply a compliance program designed to detect and prevent various kinds of illegality and misconduct, including fraud, money laundering, and the unregistered sale of securities. In applying its compliance program, the firm relies on various customer and other third-party representations. Inaccurate or incomplete representations or information could result in adverse consequences for the firm. For example, before liquidating restricted securities, Wilson-Davis is required to conduct a reasonable investigation of facts supporting an exemption from registration of the securities. Such reasonable investigation may not reveal whether the proposed liquidation is in fact exempt from registration or may involve other illegal activity by others, including Wilson-Davis’ customer. Any enforcement investigation or action relating to issuers or their affiliates may subsequently encompass Wilson-Davis, which could require the firm to incur costs of defense and expose it to fines and other sanctions. Similarly, in making a market in securities, Wilson-Davis frequently relies on exemption

 

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from certain requirements that depend in part on conclusions of third parties. If those third-party conclusions are incorrect, Wilson-Davis could be subject to regulatory sanctions.

Damage to Wilson-Davis’ reputation could adversely impact its business.

Wilson-Davis’ reputation is critical to its ability to attract and retain customers that use Wilson-Davis’ brokerage services and current and prospective introducing brokers that use or may use Wilson-Davis’ clearing services. The perceived inability of Wilson-Davis or its supervised persons to operate the firm’s business efficiently, securely, and in compliance with applicable law may adversely harm its business.

Risks Relating to the Regulatory Environment

Wilson-Davis is subject to extensive regulation from the SEC and FINRA, and the failure to comply with this regulation can result in significant penalties, fines, liability, and reputational harm.

As a broker-dealer and clearing firm, Wilson-Davis is subject to extensive regulation by the SEC as well as self-regulatory organizations, particularly FINRA. Statutes, rules, and related interpretations can change rapidly, and the cost of remaining compliant with applicable regulations is costly. The SEC and FINRA have comprehensive examination and monitoring practices, which have resulted in previous regulatory actions against Wilson-Davis and certain of its personnel. Wilson-Davis is subject to periodic examinations from the SEC and FINRA. Any finding of violation of any applicable regulation may result in formal administrative or judicial proceedings that subject Wilson-Davis to costly settlement agreements, censure, fines, civil penalties, cease-and-desist orders, termination or suspension of broker-dealer activities, and suspension or disqualification of supervised persons.

Wilson-Davis and its supervised persons have been previously subject to various sanctions. The imposition of compliance sanctions may have a material adverse effect on Wilson-Davis’ operating results and financial condition, including the expulsion of the firm from the industry. Wilson-Davis expends significant time and financial resources to address compliance concerns of regulators, communicate with regulators, contest preliminary examination conclusions with which Wilson-Davis disagrees, and defend against regulatory action.

The misconduct of Wilson-Davis’ employees could expose the firm to significant legal liability and reputational harm.

Wilson-Davis employees may violate Wilson-Davis’ written supervisory procedures or engage in other unlawful activities, which could expose Wilson-Davis to regulatory action, sanctions or damage to its reputation. Improper activity by employees may expose Wilson-Davis to regulatory action for failing to supervise its employees. Wilson-Davis’ compliance measures to detect and prevent employee misconduct may not be effective or deemed adequate by regulatory authorities.

Risks Relating to the Acquisition of Commercial Bancorp

The CB Merger may not be completed on the terms or timeline currently contemplated, or at all, as the parties may be unable to satisfy the conditions or obtain the approvals required to complete the CB Merger.

Completion of the CB Merger is subject to certain customary conditions, including, among other things, (i) approval by the stockholders of Commercial Bancorp, Commercial Bancorp’s wholly-owned subsidiary Farmers State Bank, AtlasClear and New Pubco, (ii) receipt of certain regulatory approvals, and (iii) the prior completion of the Business Combination. There can be no assurance that these conditions will be fulfilled or that the CB Merger will be completed on the terms or timeline currently contemplated, or at all. The Federal Reserve and the Wyoming Division of Banking may not approve the CB Merger, may impose conditions to the approval of the CB Merger or require changes to the terms of the CB Merger. Any such conditions or changes could have the effect of delaying completion of the CB Merger, imposing costs on AtlasClear and New Pubco or limiting the Company’s revenues following the CB Merger or otherwise reducing the anticipated benefits of the CB Merger. In addition, AtlasClear and Commercial Bancorp can mutually agree at any time prior to the effective time of the CB Merger to terminate the CB Merger Agreement, even

 

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after the approval by Commercial Bancorp’s shareholders of the CB Merger. AtlasClear and Commercial Bancorp may also terminate the CB Merger Agreement in the event of breach of the agreement as specified in the CB Merger Agreement.

Failure to complete the CB Merger may hinder the Company from achieving its anticipated business goals, and negatively impact the Company’s share price and its business, prospects, financial condition and results of operations.

Through the acquisition of Commercial Bancorp, a federal reserve member, as well as Wilson-Davis, the Company expects to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp and Wilson-Davis are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension. If the CB Merger is not consummated, without a Federal Reserve member bank as part of its future business, the Company may not be able to realize these anticipated business goals. In addition, if the CB Merger is not completed, the price of New Pubco Common Stock may decline to the extent that its then current market price reflects a market assumption that the CB Merger will be completed or it may decline due to a market perception that the CB Merger was not completed due to an adverse change in the Company’s business. Furthermore, the Company may experience negative reactions from its stockholders, customers and/or other persons with whom it has a business relationship. In addition, some costs related to the CB Merger, such as legal, accounting and financial advisory fees, must be paid by AtlasClear, and, following the Business Combination, the Company, even if the CB Merger is not completed. Furthermore, AtlasClear has expended, and the Company’s management will have expended, valuable time and resources to matters relating to the CB Merger that could otherwise have been devoted to other beneficial activities for the Company. As a result of all the foregoing, failure to complete the CB Merger may negatively impact the Company and its business, prospects, financial condition and results of operations.

If FSB’s allowance for loan losses is not sufficient to cover actual loan losses, Quantum’s earnings and capital could decrease.

Lending is inherently risky and we will be exposed to the risk that FSB’s borrowers may default on their obligations. A borrower’s default on its obligations may result in lost principal and interest income and increased operating expenses as a result of the allocation of management’s time and resources to the collection and work-out of the loan. In certain situations, where collection efforts are unsuccessful or acceptable work-out arrangements cannot be reached, FSB may have to charge-off the loan in whole or in part. In such situations, FSB may acquire real estate or other assets, if any, that secure the loan through foreclosure or other similar available remedies, and the amount owed under the defaulted loan may exceed the value of the assets acquired. In such events the required regulatory capital of Commercial Bancorp may be materially impaired, which would have a material adverse effect on our planned future operations.

We may not be able to raise additional capital on terms favorable to us, if at all.

We believe that the proceeds of the Business Combination will be adequate to finance the growth of Commercial Bancorp as projected. However, should Commercial Bancorp or FSB need additional capital to support its business, expand its operations, or meet its capital adequacy requirements, we can give no assurance that the Company will be able to raise additional capital by issuing new shares of common stock or other securities, or otherwise.

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Commercial Bancorp and FSB will require sufficient liquidity to meet their expected financial obligations, as well as unexpected requirements stemming from client activity and market changes. An inability to maintain or raise funds could have a substantial negative effect on us. Access to funding sources in amounts adequate to finance Commercial Bancorp’s and FSB’s activities, or on attractive terms, could be impaired by factors that affect Commercial Bancorp or FSB specifically or the financial services industry in general. Factors that could detrimentally impact Commercial Bancorp or FSB’s access to liquidity

 

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sources include an increase in costs of capital in financial capital markets, a decrease in the level of Commercial Bancorp’s or FSB’s business activity due to a market downturn or adverse regulatory action against Commercial Bancorp or FSB, or a decrease in depositor or investor confidence. Commercial Bancorp and FSB’s ability to borrow could also be impaired by factors that are not specific to FSB, such as a severe volatility or disruption of financial markets or negative views and expectations about the prospects for the financial services industry as a whole. Any failure to manage Commercial Bancorp’s and FSB’s liquidity effectively could have a material adverse effect on our financial condition.

Changes in monetary policies could have an adverse effect on Commercial Bancorp’s business.

The monetary policies of regulatory authorities, including the Federal Reserve and the European Central Bank (“ECB”), have a significant effect on the operating results of international banks and financial holding companies and their subsidiary banks and financial companies. The Federal Reserve and ECB regulate the supply of bank credit. For example, among the means available to the Federal Reserve to regulate such supply are open market operations in U.S. government securities, changes in the discount rate on depository institution borrowings and changes in reserve requirements against depository institution deposits. On a global basis, these means are used in varying combinations to influence the growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid for deposits. Regulatory activity and interest rate management in the U.S., U.K., EU, and other jurisdictions will also affect the interest rates applicable to Commercial Bancorp’s operations.

Changes in interest rates and economic conditions could have an adverse effect on our and Commercial Bancorp’s net income and financial condition.

The results of operations for financial institutions are significantly affected by changes in prevailing economic conditions, including changes in interest rates, asset market values fluctuation, and the monetary and fiscal policies of the central bankers. Commercial Bancorp’s profitability will in part be a function of the difference, or spread, between the interest rates it earns on investments and loans, and the interest rates it pays on deposits and other interest-bearing liabilities. Its net interest spread will be affected by general economic conditions and other factors that influence market interest rates and by its ability to respond to changes in interest rates. In addition to affecting interest income and expense, changes in interest rates can affect the value of a financial institution’s interest-earning assets, including loans and investments. Generally, the value of fixed-rate instruments fluctuates inversely with changes in interest rates. Changes in interest rates also can affect the average life of, and demand for, loan operations and investment graded instruments. In a declining interest rate environment, for example, a financial institution is subject to reinvestment risks to the extent that it is not able to reinvest proceeds from investment or loan payments at rates which are comparable to the rates on the paid-off loans or investments.

An economic downturn, especially one affecting Commercial Bancorp’s primary service area of Pine Bluffs, Wyoming, may reduce its deposit base and the demand for its loans and other products and may decrease its earnings.

As a holding company for a community bank, Commercial Bancorp’s success will depend on the general economic condition of the region of Wyoming in which it operates, which it cannot forecast with certainty. Unlike many of its larger competitors, the majority of Commercial Bancorp’s borrowers and depositors will be individuals and small- to medium-sized businesses located or doing business in its service area. As a result, its operations and profitability may be more adversely affected by a local economic downturn than those of its larger, more geographically diverse competitors. Factors that adversely affect the economy in Commercial Bancorp’s primary service area of Pine Bluffs, Wyoming could reduce its deposit base and the demand for its products and services, which may decrease earnings. For example, an adverse change in the economy could make it more difficult for borrowers to repay their loans, which could lead to loan losses for Commercial Bancorp.

Lower lending limits than many of Commercial Bancorp’s competitors may limit our ability to attract borrowers.

During the initial years following the CB Merger, Commercial Bancorp’s legally mandated lending limits will be lower than those of many of its competitors because it will initially have less capital than many

 

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of its competitors. Commercial Bancorp’s lower lending limits may discourage potential borrowers who have lending needs that exceed its limits, which may restrict its ability to grow.

Commercial Bancorp may not be able to hire and retain the skilled employees necessary to operate its business.

The number of skilled bank employees available in Commercial Bancorp’s market is limited, and Commercial Bancorp may not be able to hire the experienced and skilled employees necessary to operate effectively. In addition, Commercial Bancorp may have to pay higher salaries than its competitors in order to hire and retain these employees at Commercial Bancorp. If Commercial Bancorp is unable to hire and retain these employees, our results of operations may suffer.

Risks Relating to Acquisition of the Pacsquare Assets

The acquisition of the Pacsquare Assets may not be completed on the terms or timeline currently contemplated, or at all.

AtlasClear and each AtlasClear Stockholder intend to enter into the Pacsquare Acquisition Agreement to reflect the terms and conditions of the Pacsquare LOI as promptly as reasonably practicable after the date of the Closing, pursuant to which certain technology assets are expected to be transferred to AtlasClear. The anticipated transaction with Pacsquare is currently memorialized in a letter of intent and the completion of such transaction is not a condition to the Closing. Furthermore, neither Pacsquare nor AtlasClear is obligated to enter into a definitive agreement or consummate a transaction with respect to the Pacsquare LOI. Even if a definitive agreement is negotiated and entered into, there is no assurance that it will be completed on the terms or timeline currently contemplated in this proxy statement/prospectus.

Failure to acquire the Pacsquare Assets will mean that the Company will have to seek alternative, and potentially less efficient and cost-effective, source code software providers, which may negatively impact the Company’s business and results of operations.

Pursuant to the Pacsquare Acquisition Agreement, AtlasClear intends to purchase source code from Pacsquare. Pacsquare is expected to be a technology vendor of the Company providing risk management, anti-money laundering, clearing and trading technology software. It is currently anticipated that Pacsquare will provide maintenance on the software it provides along with industry updates as needed. Wilson-Davis currently uses Fidelity National Information Services Inc. (“FIS”) for its clearing services. It is anticipated that any Pacsquare clearing software provided will not be implemented within the next two years as the current contract with FIS has two more years remaining as of the date hereof. If the contemplated acquisition of the Pacsquare Assets is not consummated, after the contract with FIS ends, the Company will have to seek alternative, and potentially less efficient and cost-effective, source code software alternatives, which may negatively impact its business and results of operations.

If the Pacsquare Assets are not successfully implemented or integrated into the Company’s business, or do not perform adequately, this could adversely affect the Company’s business, financial condition and results of operations, and could damage its reputation.

Although AtlasClear expects that the source code and other technology assets it plans to acquire from Pacsquare would be properly implemented and integrated into the Company’s systems, there can be no assurance that a successful implementation or integration would occur, or that the source code, software and other technology assets would perform adequately due to among other things, errors, viruses and defects. Prior to its implementation, AtlasClear expects that all software will be fully tested and representatives from FINRA would be provided demonstrations before they are put into production. Nevertheless, the inability to easily integrate with the Company’s system, or any defects in or nonperformance of Pacsquare’s software could result in increased costs, customer loss and customer dissatisfaction, and could negatively impact the Company’s ability to accomplish its business goals, which could adversely affect its business, financial condition and results of operations, and could damage the Company’s reputation.

If AtlasClear enters into and consummates the Pacsquare Acquisition Agreement, the Company will rely on the third-party services of Pacsquare which may expose it to additional risks and could have an adverse impact on its business.

If AtlasClear enters into and consummates the Pacsquare Acquisition Agreement, Pacsquare will transfer to AtlasClear certain source code and technology assets. AtlasClear and the Company will rely on

 

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the third-party services of Pacsquare to customize and integrate such source code and technology assets and to maintain the software it provides along with industry updates as needed. If Pacsquare fails to perform these services properly, this could have an adverse impact on the Company’s business. Any errors or defects in the software incorporated into the Company’s service offerings, may result in a delay or loss of revenue, diversion of resources, damage to the Company’s reputation, the loss of the affected customer, loss of future business, increased service costs or potential litigation claims against the Company.

Risks Relating to Quantum, the Business Combination and the Integration of Quantum’s and the Target Companies’ Businesses

There can be no assurance that the New Pubco Common Stock will be approved for listing on the NYSE or any other exchange or that the Company will be able to comply with the continued listing standards of the NYSE or any other exchange.

In connection with the closing of the Business Combination, we intend to list the New Pubco Common Stock on the NYSE under the symbol “ATCH.” The Company’s continued eligibility for listing may depend on the number of Quantum’s shares that are redeemed. If, after the Business Combination, the NYSE delists the Company’s shares from trading on its exchange for failure to meet the listing standards, the Company and its stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for the Company’s securities;

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reduced liquidity for the Company’s securities;

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a determination that the Company’s common stock is a “penny stock” which will require brokers trading in the Company’s common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Company’s common stock;

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a limited amount of analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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Subsequent to the consummation of the Business Combination, the Company may be required to take write-downs or write-offs, or the Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Company’s financial condition, results of operations and the price of the Company’s securities, which could cause you to lose some or all of your investment.

Although Quantum has conducted due diligence on the Target Companies, this diligence may not surface all material issues that may be present with their businesses. Factors outside of the Target Companies’ and outside of Quantum’s control may, at any time, arise. As a result of these factors, the Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Company reporting losses. Even if Quantum’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with Quantum’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Company’s liquidity, the fact that the Company reports charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to be unable to obtain future financing on favorable terms or at all.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Quantum’s securities or, following the Closing, the Company’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Quantum’s securities prior to the Closing may decline. The market values of the Company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/​prospectus, or the date on which Quantum’s stockholders vote on the Business Combination.

 

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In addition, following the Business Combination, fluctuations in the price of the Company’s securities could contribute to the loss of all or part of your investment. Currently, there is no public market for any series or class of Company’s capital stock. Accordingly, the valuation ascribed to AtlasClear may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the Company’s securities develops and continues, the trading price of the Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Company’s control. Any of the factors listed below could have a material adverse effect on your investment in the Company’s securities and the Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Company’s securities may include:

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actual or anticipated fluctuations in the Company’s financial results or the financial results of companies perceived to be similar to it;

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changes in the market’s expectations about the Company’s operating results;

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success of competitors;

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the Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning the Company or the industries in which the Company operates;

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operating and share price performance of other companies that investors deem comparable to the Company;

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the Company’s ability to market new and enhanced products and technologies on a timely basis;

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changes in laws and regulations affecting the Company’s business;

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the Company’s ability to meet compliance requirements;

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commencement of, or involvement in, litigation involving the Company;

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changes in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of the Company’s shares of common stock available for public sale;

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any major change in the Company’s Board or management;

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sales of substantial amounts of the Company’s shares of common stock by the Company’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

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general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.

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Broad market and industry factors may materially harm the market price of the Company’s securities irrespective of the Company’s operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Company’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress the Company’s share price regardless of the Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Company’s securities also could adversely affect the Company’s ability to issue additional securities and the Company’s ability to obtain additional financing in the future.

Quantum Ventures and Quantum’s executive officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the founders, executive officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in

 

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connection with an initial business combination, Quantum Ventures and Quantum’s executive officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with Quantum and, in the case of Quantum Ventures, the Quantum Ventures Support Agreement, to vote any shares of Quantum Common Stock held by them in favor of the Business Combination. We expect that Quantum Ventures and Quantum’s executive officers and directors (and their permitted transferees) will own at least approximately 48.0% of the issued and outstanding shares of Quantum Common Stock at the time of any such stockholder vote. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by the Public Stockholders.

Quantum may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

Quantum Ventures and Quantum’s executive officers and directors have agreed that Quantum must complete its initial business combination by the Extended Date. Quantum may not be able to consummate an initial business combination within such time period. However, Quantum’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If Quantum is unable to consummate its initial business combination within the required time period, it will, as promptly as reasonably possible but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), pro rata to the Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of its affairs, as further described herein. This redemption of Public Stockholders from the Trust Account will be effected as required by function of the Existing Charter and prior to any voluntary winding up.

For illustrative purposes, based on funds in the Trust Account of approximately $55.3 million on February 10, 2023, the estimated per share redemption price would have been approximately $10.13.

Quantum Ventures or Quantum’s directors, executive officers or advisors or their respective affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of Quantum Common Stock.

Quantum Ventures or Quantum’s directors, executive officers or advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Quantum’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Quantum Ventures or Quantum’s directors, executive officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

In the event that the Co-Sponsors, directors, officers, Target Companies and/or their affiliates purchase Public Shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. To the extent that the redemption of Public Shares would constitute a tender offer under the Exchange Act, any purchases of Public Shares by the Co-Sponsors, directors, officers and their affiliates outside of the tender offer will be made in compliance with the rules, regulations and interpretations promulgated by the SEC with respect to such purchases and any Public Shares purchased by the Co-Sponsors, directors, officers or their affiliates during the tender offer period but outside of the tender offer will not be voted in favor of the Business Combination. Any such purchases of Public Shares may result in the completion of the Business Combination that may not otherwise have been possible.

Any shares purchased by Quantum’s Co-Sponsors and officers and directors would be purchased at a price no higher than the per share pro rata portion of the Trust Account. Any shares so purchased would

 

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not be voted in favor of the Business Combination Proposal at the Special Meeting and would not be redeemable by Quantum’s Co-Sponsors and officers and directors.

The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of Quantum Common Stock and the number of beneficial holders of Quantum’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of Quantum’s securities on a national securities exchange.

The nominal purchase price paid by the initial stockholders for the Founder Shares may significantly dilute the implied value of the Public Shares in the event Quantum completes an initial business combination. In addition, the value of the Founder Shares will be significantly greater than the amount the initial stockholders paid to purchase such shares in the event Quantum completes an initial business combination, even if the business combination causes the trading price of the New Pubco Common Stock to materially decline.

Quantum’s initial stockholders invested an aggregate of $5,587,500 in Quantum, comprised of the $25,000 purchase price for the Founder Shares and the $5,562,500 purchase price for the Quantum Private Warrants purchased by the Co-Sponsors. Following stockholder redemptions as a result of the Extension Amendment, the amount held in Quantum’s Trust Account was $55.3 million as of February 10, 2023, implying a value of $10.13 per Public Share.

The following table shows the Public Stockholders’ and Quantum’s initial stockholders’ investment per share and how these compare to the implied value of one share of New Pubco Common Stock upon the completion of Quantum’s initial business combination. The following table assumes that (i) Quantum’s valuation is $55,261,094 (which is the amount Quantum held in the Trust Account as of February 10, 2023), (ii) no additional interest is earned on the funds held in the Trust Account, (iii) no Public Shares are redeemed in connection with Quantum’s initial business combination and (iv) all Founder Shares are held by the initial stockholders upon completion of Quantum’s initial business combination and no Founder Shares have been forfeited, and does not take into account other potential impacts on Quantum’s valuation at the time of the initial business combination such as (a) the value of Quantum Warrants, (b) the trading price of Quantum Common Stock, (c) the initial business combination transaction costs (including payment of the $7,043,750 Marketing Fee), (d) any equity issued or cash paid to AtlasClear Stockholders, (e) any equity issued to other third party investors, or (f) AtlasClear’s business itself.

(1)

While the Public Stockholders’ investment is in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

​

(2)

The initial stockholders’ total investment in the equity of Quantum, inclusive of the Founder Shares and Quantum Private Warrants, is $5,587,500. For purposes of this table, the full investment amount is ascribed to the Founder Shares only.

​

Based on these assumptions, each share of New Pubco Common Stock would have an implied value of $5.27 per share upon completion of Quantum’s initial business combination, representing a 47.3% decrease from the initial implied value of $10.00 per Public Share. While the implied value of $5.27 per share upon completion of Quantum’s initial business combination would represent a dilution to Quantum’s Public

 

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Stockholders, this would represent a significant increase in value for Quantum Ventures relative to the price it paid for each Founder Share. At $5.27 per share, the 5,031,250 shares of New Pubco Common Stock that the initial stockholders holding Founder Shares would own upon completion of Quantum’s initial business combination would have an aggregate implied value of $26,514,688. As a result, even if the trading price of the New Pubco Common Stock significantly declines, the value of the Founder Shares held by the other initial stockholders will be significantly greater than the amount the initial stockholders paid to purchase such shares. In addition, the initial stockholders could potentially recoup their entire investment, inclusive of the Co-Sponsors’ investment in the Quantum Private Warrants, even if the trading price of the New Pubco Common Stock after the initial business combination is as low as $1.11 per share. As a result, Quantum Ventures and the independent directors holding Founder Shares are likely to earn a substantial profit on their investment in Quantum upon disposition of shares of New Pubco Common Stock even if the trading price of the New Pubco Common Stock declines after Quantum completes its initial business combination. The initial stockholders of Quantum holding Founder Shares may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the Public Stockholders, rather than liquidating Quantum. This dilution would increase to the extent that Public Stockholders seek redemptions from the Trust Account for their Public Shares.

Public Stockholders who redeem their shares of Quantum Common Stock may continue to hold any Public Warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the Public Warrants.

Public Stockholders who redeem their shares of Quantum Common Stock may continue to hold any Public Warrants they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Quantum Public Warrants. Assuming (i) all redeeming Public Stockholders acquired Quantum Units in the IPO and continue to hold the Quantum Public Warrants that were included in the Quantum Units, and (ii) maximum redemption of the shares of Quantum Common Stock held by the redeeming Public Stockholders, 1,181,334 Quantum Public Warrants would be retained by redeeming Public Stockholders with a value of $[•], based on the market price of $[•] of the Quantum Public Warrants as of [•], 2023. As a result, the redeeming Public Stockholders would recoup their entire investment and continue to hold Quantum Public Warrants with an aggregate market value of $[•], while non-redeeming Public Stockholders would suffer additional dilution in their percentage ownership and voting interest of the Company upon exercise of the Quantum Public Warrants held by redeeming Public Stockholders.

Quantum’s Co-Sponsors, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus, and the initial stockholders, officers and directors may be economically incentivized to complete a business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the Public Stockholders.

When considering the Quantum Board’s recommendation that its stockholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/​prospectus, Quantum’s stockholders should be aware that the Co-Sponsors and Quantum’s officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Quantum’s stockholders generally. For example, John Schaible, Quantum’s Chairman of the Board and Chief Executive Officer, is also the Chief Strategy Officer of AtlasClear. In addition, Mr. Schaible is the Chairman and Chief Executive Officer of Atlas FinTech, in which he also has an ownership interest. Atlas FinTech owns 50% of AtlasClear and also owns a controlling membership interest in Quantum Ventures. Pursuant to the Contribution Agreement and Pacsquare Acquisition Agreement, Atlas FinTech is expected to transfer certain technology assets to AtlasClear in connection with the Business Combination. It is also anticipated that Mr. Schaible will enter into an employment agreement with New Pubco upon consummation of the Business Combination. These interests additionally include:

•

the fact that the Co-Sponsors have waived their right to redeem any of the Founder Shares and Public Shares in connection with a stockholder vote to approve a proposed initial business combination;

​

 

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•

the fact that the Co-Sponsors paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $      based on the closing price of $      per public share on the NYSE on                 , 2023;

​

•

the fact that the Co-Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if Quantum fails to complete an initial business combination by the Extended Date;

​

•

the fact that the Co-Sponsors (including its representatives and affiliates) and Quantum’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Quantum. Quantum’s directors and officers also may have become aware of business opportunities which may have been appropriate for presentation to Quantum, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. The Existing Charter provides that Quantum renounces its interest in any corporate opportunity offered to any director or officer of Quantum unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Quantum and such opportunity is one Quantum is legally and contractually permitted to undertake and such person is legally permitted to refer such opportunity to Quantum. Quantum is not aware of any such conflict or opportunity being presented to any Co-Sponsor, founder, director or officer of Quantum nor does Quantum believe that the limitation of the application of the “corporate opportunity” doctrine in the Existing Charter had any impact on its search for a potential business combination;

​

•

the fact that the Co-Sponsors paid approximately $5,562,500 for 5,562,500 Quantum Private Warrants, each of such Quantum Private Warrants is exercisable commencing on the later of 12 months from the closing of the IPO and 30 days following the Closing for one share of New Pubco Common Stock at $11.50 per share; if Quantum does not consummate an initial business combination by the Extended Date, then the proceeds from the sale of the Quantum Private Warrants will be part of the liquidating distribution to the public stockholders and the warrants held by the Co-Sponsors will be worthless; the warrants held by the Co-Sponsors had an aggregate market value of approximately $      based upon the closing price of $      per warrant on the NYSE on                 , 2023;

​

•

the beneficial ownership of 40,833 Founder Shares purchased by each of Quantum’s officers and directors by Quantum Ventures. All such shares would become worthless if Quantum does not consummate an initial business combination by the Extended Date, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $      based on the closing price of $      per public share on the NYSE on                  , 2023;

​

•

if the Trust Account is liquidated, including in the event Quantum is unable to complete an initial business combination within the required time period, Quantum Ventures has agreed that it will be liable to Quantum if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which Quantum has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

​

John Schaible, the current Chairman of the Board and Chief Executive Officer of Quantum, is expected to continue to be the Chief Strategy Officer, and to become a director ,of the Company after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the New Pubco Board determines to pay to him for his services as an executive officer and a director;

 

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•

members of the Quantum Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on Quantum’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

​

•

Quantum Ventures and Quantum’s officers, directors or their affiliates may make working capital loans prior to the Closing of the Business Combination, up to $1,500,000 of which are convertible into warrants at a price of $1.00 per warrant at the option of the lender, which may not be repaid if the Business Combination is not completed; the 1,500,000 Quantum Private Warrants would have an aggregate market value of approximately $      based on the last sale price of $      of the Quantum Public Warrants on           , 2023;

​

•

Steven J. Carlson, Sandip I. Patel and Thomas J. Hammond, current directors of Quantum, are each expected to be directors of the Company after the consummation of the Business Combination. As such, in the future each of Messrs. Carlson, Patel and Hammond will receive any cash fees, stock options, stock awards or other remuneration that the New Pubco Board determines to pay them for their service as directors; and

​

•

following the consummation of the Business Combination, we will continue to indemnify Quantum’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

​

Quantum Ventures, Chardan Quantum, and their respective affiliates have invested an aggregate of approximately $       million, including investments in Founder Shares, Quantum Private Warrants, and Sponsor Working Capital Loans, including to loans to fund the extensions, which they stand to forfeit and lose if Quantum is unable to complete a business combination prior to the Extended Date (up to August 9, 2023 if Quantum Ventures extends the period of time to consummate a business combination). Such Founder Shares and Quantum Private Warrants had an aggregate market value of $       million, based on the closing price of Quantum’s Public Shares and warrants on the NYSE and OTC, respectively, on         , 2023 of $       and $       , respectively. Certain officers and directors of Quantum have pecuniary interests in such investments through their ownership interest in Quantum Ventures, or have direct ownership of Quantum Public Shares. None of Quantum Ventures or current officers or directors of Quantum will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described above.

These interests may have influenced Quantum’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/​prospectus, and the initial stockholders, officers and directors may be economically incentivized to complete a business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the Public Stockholders.

There are risks to Quantum’s stockholders who are not affiliates of Quantum Ventures of becoming stockholders of the Company through the Business Combination rather than acquiring securities of the Company directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of Quantum Ventures.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of common stock and warrants in connection therewith, investors will not receive the benefit of any outside independent review of Quantum’s and the Target Companies’ respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of FINRA and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, Quantum’s stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

 

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In addition, Quantum Ventures and certain of Quantum’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Quantum’s stockholders generally. Such interests may have influenced Quantum’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “— Quantum’s Sponsors, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus,” “— The nominal purchase price paid by the initial stockholders for the Founder Shares may significantly dilute the implied value of the Public Shares in the event Quantum completes an initial business combination. In addition, the value of Quantum Ventures’ Founder Shares will be significantly greater than the amount Quantum Ventures paid to purchase such shares in the event Quantum completes an initial business combination, even if the business combination causes the trading price of the Company’s common stock to materially decline” and “— Certain of Quantum’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by Quantum and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.”

Certain of Quantum’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by Quantum and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until Quantum consummates its initial business combination, it intends to engage in the business of identifying and combining with one or more businesses. Quantum Ventures and Quantum’s officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other special purpose acquisition companies with a class of securities registered under the Exchange Act.

Quantum’s officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. The Existing Charter provides that Quantum renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as Quantum’s director or officer and such opportunity is one Quantum is legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to Quantum without violating any legal obligation.

In the absence of the “corporate opportunity” waiver in Quantum’s charter, certain candidates would not be able to serve as an officer or director. Quantum believes it substantially benefits from having representatives who bring significant, relevant and valuable experience to Quantum’s management, and, as a result, the inclusion of the “corporate opportunity” waiver in The Existing Charter provides it with greater flexibility to attract and retain the officers and directors that it feels are the best candidates.

However, the personal and financial interests of Quantum’s directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause Quantum’s directors and officers to prioritize a different business combination over finding a suitable acquisition target for Quantum’s business combination. Consequently, Quantum’s directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in Quantum’s stockholders’ best interest, which could negatively impact the timing for a business combination. Quantum is not aware of any such conflicts of interest and do not believe that any such conflicts of interest impacted Quantum’s search for an acquisition target.

The historical financial results of certain of the Target Companies and unaudited pro forma financial information included herein may not be indicative of what the Company’s actual financial position or results of operations would have been.

The historical financial results of certain of the Target Companies included in this proxy statement/​prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved

 

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as a public company during the periods presented or those the Company will achieve in the future. The Company’s financial condition and future results of operations could be materially different from amounts reflected in certain of the Target Companies’ historical financial statements included elsewhere in this proxy statement/prospectus, and it may be difficult for investors to compare the Company’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information included herein is presented for illustrative purposes only and has been prepared based on a number of assumptions. Accordingly, such pro forma financial information is not necessarily indicative of what the Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, and the Company’s actual financial condition and results of operations may vary materially from such pro forma financial information, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The projections and forecasts presented in this proxy statement/prospectus are not a current indication of the actual results of the Business Combination or the Company’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by AtlasClear. The projections and forecasts included in this proxy statement/prospectus were prepared with a view toward disclosure to certain parties involved in the Business Combination, and not with a view toward public disclosure or toward complying with any guidelines or GAAP. These projections and forecasts were prepared based on numerous variables and assumptions made based on the information AtlasClear had at the time such projections were prepared. While AtlasClear believed such assumptions were reasonable at such time, they were inherently uncertain and beyond AtlasClear’s and Quantum’s control. Important factors that may affect actual results of the Company’s operations, or could lead to such projections and forecasts not being achieved include, but are not limited to, the success of the Company’s business strategies, changes in interest rates, customer demand for the Company’s clearing and banking services, an evolving competitive landscape, rapid technological change, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, some of the assumptions underlying these projections, as described under “Unaudited Prospective Financial Information of the Company,” are, or may no longer be, reasonable or accurate.

Quantum’s stockholders who do not redeem their shares of Quantum Common Stock will have a reduced ownership and minority voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of Quantum Common Stock in connection with the Business Combination, the percentage ownership of Public Stockholders who do not redeem their shares of Quantum Common Stock will be diluted. The percentage of New Pubco Common Stock that will be owned by Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of Public Stockholders under different redemption levels, based on the number of issued and outstanding shares of Quantum Common Stock and the Company’s capital stock on [•], 2023, and based on the New Pubco Common Stock expected to be issued in the Business Combination, non-redeeming Public Stockholders, as a group, will own:

•

if there are no redemptions of Public Shares, 40.0% of New Pubco Common Stock expected to be outstanding immediately after the Business Combination;

​

•

if there are interim redemptions of 1,181,334 of the outstanding Public Shares, 34.3% of New Pubco Common Stock expected to be outstanding immediately after the Business Combination;

​

•

if there are interim redemptions of 1,772,001 of the outstanding Public Shares, 31.0% of New Pubco Common Stock expected to be outstanding immediately after the Business Combination; or

​

•

if there are maximum redemptions of 2,362,668 of the outstanding Public Shares, 27.4% of New Pubco Common Stock expected to be outstanding immediately after the Business Combination.

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Because of this, Public Stockholders, as a group, will have less influence on the board of directors, management and policies of the Company than they now have on the board of directors, management and policies of Quantum. See “Certain Agreements Related to the Business Combination — Stockholders Agreement.”

The ownership percentage with respect to the Company following the Business Combination does not take into account the following potential issuances of securities, which will result in further dilution to Public Stockholders who do not redeem their Public Shares:

•

the issuance of up to 10,062,500 shares upon exercise of the Quantum Public Warrants at a price of $11.50 per share;

​

•

the issuance of up to 4,495,546 shares upon exercise of the Quantum Private Warrants held by the Co-Sponsors at a price of $11.50 per share;

​

•

the issuance of up to 1,364,920 shares under the Equity Incentive Plan; and

​

•

if Quantum Ventures, or Quantum’s officers, directors or their affiliates make any working capital loans prior to the closing of the Business Combination, they may convert up to $1,500,000 of those loans into up to an additional 1,500,000 Quantum Private Warrants to purchase 1,500,000 shares at a price of $11.50 per share.

​

If all such shares were issued immediately after the Business Combination, based on the number of issued and outstanding shares of Quantum Common Stock and the Company’s capital stock on [•], 2023, and based on the New Pubco Common Stock expected to be issued in the Business Combination, non-redeeming Public Stockholders, as a group, would own:

•

if there are no redemptions of Public Shares, 26.3% of New Pubco Common Stock outstanding assuming all such shares were issued immediately after the Business Combination;

​

•

if there are interim redemptions of 1,181,334 of the outstanding Public Shares, 21.5% of New Pubco Common Stock outstanding assuming all such shares were issued immediately after the Business Combination;

​

•

if there are interim redemptions of 1,772,001 of the outstanding Public Shares, 19.0% of New Pubco Common Stock outstanding assuming all such shares were issued immediately after the Business Combination; or

​

•

if there are maximum redemptions of 2,362,668 of the outstanding Public Shares, 16.3% of New Pubco Common Stock outstanding assuming all such shares were issued immediately after the Business Combination.

​

Following the Business Combination, Quantum Stockholders will have a minority interest in the combined company, and will have limited control and influence over the operation of the combined company.

If a Public Stockholder or a “group” of Public Stockholders are deemed to hold in excess of 20% of Quantum Public Shares, that Public Stockholder or Public Stockholders will lose the ability to redeem all such shares in excess of 20% of Quantum’s Public Shares, absent Quantum’s consent.

A holder of Public Shares, together with any affiliate of such shareholder or any other person with whom such Public Stockholder is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the Public Shares, which is referred to as the “Excess Shares.” Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such Excess Shares would not be redeemed for cash without Quantum’s prior consent. However, such Public Stockholder may vote all their shares (including Excess Shares) for or against the Business Combination. A Public Stockholder’s inability to redeem the Excess Shares will reduce such Public Stockholder influence over Quantum’s ability to complete the Business Combination and such Public Stockholder could suffer a material loss on such Public Stockholder’s investment in Quantum if the Public Stockholder sells Excess Shares in open market transactions. Additionally, a Public Stockholder will not receive Redemption

 

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distributions with respect to the Excess Shares if Quantum completes the Business Combination. As a result, Public Stockholders will continue to hold that number of Public Shares exceeding 20% and, in order to dispose of such shares, would be required to sell such shares in open market transactions, potentially at a loss.

Quantum’s ability to successfully effect the Business Combination and the Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of the Target Companies, all of whom we expect to stay with the Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

Quantum’s ability to successfully effect the Business Combination and the Company’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of the Target Companies. Although we expect key personnel to remain with the Company following the Business Combination, there can be no assurance that they will do so. It is possible that the Target Companies will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Company.

Unlike many blank check companies, Quantum does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for Quantum to consummate the Business Combination even if a substantial majority of Quantum’s stockholders do not agree.

Since Quantum has no specified percentage threshold for redemption contained in its amended and restated certificate of incorporation, its structure is different in this respect from the structure used by many blank check companies. Historically, blank check companies would not be able to consummate an initial business combination if the holders of such company’s Public Shares voted against a proposed business combination and elected to convert or redeem more than a specified maximum percentage of the shares sold in such company’s initial public offering, which percentage threshold was typically between 19.99% and 39.99%. As a result, many blank check companies were unable to complete a business combination because the amount of shares voted by their public stockholders electing conversion or redemption exceeded the maximum conversion or redemption threshold pursuant to which such company could proceed with its initial business combination. As a result, Quantum may be able to consummate the Business Combination even if a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares. However, in no event will Quantum redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the consummation of the Business Combination. If enough Public Stockholders exercise their redemption rights such that Quantum cannot satisfy the net tangible asset requirement, Quantum would not proceed with the redemption of the Public Shares and the Business Combination, and instead may search for an alternate business combination. However, because the minimum cash requirements provided in the Business Combination Agreement may be waived by AtlasClear, if Quantum did not proceed with the Business Combination in such situation, it may be in breach of its obligations under the Business Combination Agreement, which could have an adverse effect on its ability to consummate an alternate business combination.

Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

Public Stockholders are entitled to receive funds from the Trust Account only (i) in the event of a redemption to Public Stockholders prior to any winding up in the event Quantum does not consummate its initial business combination or its liquidation, (ii) if they redeem their shares in connection with an initial business combination that Quantum consummates or, (iii) if they redeem their shares in connection with a stockholder vote to amend The Existing Charter (A) to modify the substance or timing of Quantum’s obligation to redeem 100% of the Public Shares if Quantum does not complete its initial business combination by the Extended Date or (B) with respect to any other provision relating to Quantum’s pre-business combination activity and related stockholders’ rights. In addition, if Quantum does not complete an initial business combination by the Extended Date for any reason, compliance with Delaware law may require it submit a plan of dissolution to its then-existing stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, public stockholders may be forced to wait beyond by the

 

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Extended Date before they receive funds from the Trust Account. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. Accordingly, to liquidate their investment, the Public Stockholders may be forced to sell their securities, potentially at a loss.

If third parties bring claims against Quantum, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

Quantum’s placing of funds in the Trust Account may not protect those funds from third-party claims against Quantum. Although Quantum has sought to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements with Quantum waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Quantum’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Quantum’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Quantum than any alternative.

Examples of possible instances where Quantum may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Quantum is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Quantum and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if Quantum is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, Quantum will be required to provide for payment of claims of creditors that were not waived that may be brought against Quantum within the 10 years following redemption. Accordingly, the per share redemption amount received by Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

Quantum Ventures has agreed that it will be liable to Quantum if and to the extent any claims by a third party (other than Quantum’s independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which Quantum has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay Quantum’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Quantum’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Quantum Ventures will not be responsible to the extent of any liability for such third-party claims. Quantum believes that Quantum Ventures’ only assets are securities of Quantum and, therefore, Quantum Ventures may not be able to satisfy those obligations. Quantum has not asked Quantum Ventures to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for Quantum’s initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, Quantum may not be able to complete its initial business combination, and its stockholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of Quantum’s officers or directors will indemnify Quantum for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 

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Quantum’s directors may decide not to enforce indemnification obligations against Quantum Ventures, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below $10.00 per Public Share and Quantum Ventures asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Quantum’s independent directors would determine whether to take legal action against Quantum Ventures to enforce such indemnification obligations. It is possible that Quantum’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Quantum’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Stockholders may be reduced below $10.00 per Public Share.

Quantum’s stockholders may be held liable for claims by third parties against Quantum to the extent of distributions received by them upon redemption of their Public Shares.

The Existing Charter, as amended by the Extension Amendment, provides that Quantum will continue in existence only until up to August 9, 2023 pursuant to up to six monthly extensions and the requisite deposit of funds by Quantum Ventures or an affiliate.

As promptly as reasonably possible following the redemptions Quantum is required to make to the Public Stockholders in such event, subject to the approval of Quantum’s remaining stockholders and board of directors, Quantum would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Quantum cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Quantum’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Quantum’s stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Quantum cannot assure you that third parties will not seek to recover from Quantum’s stockholders amounts owed to them by Quantum.

If Quantum is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Quantum which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Quantum’s stockholders. Furthermore, because Quantum intends to distribute the proceeds held in the Trust Account to the Public Stockholders promptly after expiration of the time Quantum has to complete an initial business combination, this may be viewed or interpreted as giving preference to the Public Stockholders over any potential creditors with respect to access to or distributions from Quantum’s assets. Furthermore, the Quantum Board may be viewed as having breached its fiduciary duties to Quantum’s creditors and/or may have acted in bad faith, and thereby exposing itself and Quantum to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. Quantum cannot assure you that claims will not be brought against Quantum for these reasons.

Quantum will require Public Stockholders who wish to redeem their shares of Quantum Common Stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Quantum will require the Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Quantum’s transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event Quantum distributes proxy materials, up to two business days prior to the vote on the proposal to approve the Business Combination, or to deliver their shares to the transfer agent electronically using DTC’s DWAC System, at the holder’s option. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Quantum’s transfer agent will need to act to facilitate this request. It is Quantum’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Quantum does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. While Quantum has been advised that it takes a short time to deliver shares through the

 

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DWAC System, this may not be the case. Under Quantum’s bylaws, Quantum is required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than Quantum anticipates for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

Additionally, despite Quantum’s compliance with the proxy rules, stockholders may not become aware of the opportunity to redeem their shares.

There is uncertainty regarding the federal income tax consequences to holders of Quantum Common Stock who exercise their redemption rights.

There is some uncertainty regarding the federal income tax consequences to holders of Quantum Common Stock who exercise their redemption rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the redemption results in a dividend, taxable as ordinary income, or a sale, taxable as capital gain, and (ii) whether such capital gain is “long-term” or “short-term.” Whether the redemption qualifies for sale treatment, resulting in taxation as capital gain rather than ordinary income, will depend largely on whether the holder owns (or is deemed to own) any shares of Quantum Common Stock following the redemption, and if so, the total number of shares of Quantum Common Stock held by the holder both before and after the redemption relative to all shares of Quantum Common Stock outstanding both before and after the redemption. The redemption generally will be treated as a sale, rather than a dividend, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in Quantum or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the Internal Revenue Service (the “IRS”), there is uncertainty as to whether a holder who elects to exercise its redemption rights will be taxed on any gain from the redemption as ordinary income or capital gain. See the section entitled “Material U.S. Federal Income Tax Considerations.”

There may be tax consequences of the Business Combination that adversely affect Quantum stockholders and holders of Quantum Public Warrants.

Although the exchange of Quantum Common Stock for New Pubco Common Stock pursuant to the First Merger is expected to qualify as a tax-deferred exchange for U.S. federal income tax purposes, the requirements for tax-deferred treatment are complex and qualification for such treatment could be adversely affected by events or actions that occur following the consummation of the Business Combination that are beyond Quantum’s control. To the extent the exchange pursuant to the First Merger does not so qualify, it could result in the imposition of substantial taxes on Quantum’s stockholders. In addition, the First Merger is expected to be a taxable transaction for U.S. federal income tax purposes to holders of Quantum Public Warrants. See the section titled “Material U.S. Federal Income Tax Considerations.”

The Company may issue additional shares of New Pubco Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the New Pubco Common Stock.

The Company may issue additional shares of New Pubco Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, financings, future acquisitions, repayment of outstanding indebtedness, employee benefit plans and exercises of outstanding options, warrants and other convertible securities without stockholder approval, in a number of circumstances.

The Company’s issuance of additional shares of New Pubco Common Stock or other equity securities of equal or senior rank would have the following effects:

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Public Stockholders’ proportionate ownership interest in the Company will decrease;

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the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

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•

the relative voting strength of each previously outstanding share of Quantum Common Stock may be diminished; and

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the market price of the Company’s shares of New Pubco Common Stock may decline.

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See, “— Quantum stockholders who do not redeem their shares of Quantum Common Stock will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.”

The Company may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger or business combination agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Quantum’s or AtlasClear’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, which may adversely affect Quantum’s or AtlasClear’s or, if the Business Combination is completed but delayed, the Company’s business, financial position and results of operations. We cannot predict whether any such lawsuits will be filed.

The Quantum Warrants are accounted for as liabilities and the changes in value of the Quantum Warrants could have a material effect on Quantum’s financial results.

On April 12, 2021, the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement focused on certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Quantum at the time of its initial public offering and the exercises by the underwriters of their over-allotment options in November 2020. In response to the SEC Staff Statement, Quantum reevaluated the accounting treatment of the Public Warrants and the Quantum Private Warrants, and determined to classify the Public Warrants and the Quantum Private Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on Quantum balance sheet as of December 31, 2021 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within the Public Warrants and the Quantum Private Warrants. Accounting Standards Codification (“ASC”) 815-40 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of income. As a result of the recurring fair value measurement, Quantum’s financial statements and results of operations may fluctuate quarterly based on factors which are outside of its control. Due to the recurring fair value measurement, Quantum expects that it will recognize non-cash gains or losses on the Public Warrants and the Quantum Private Warrants each reporting period and that the amount of such gains or losses could be material.

Quantum has identified material weaknesses in its internal control over financial reporting. If Quantum is unable to develop and maintain an effective system of internal control over financial reporting, Quantum may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Quantum and materially and adversely affect Quantum’s business and operating results.

In connection with the restatement described in Quantum’s Form 10-K/A for the year ended on December 31, 2021, Quantum’s management reassessed the effectiveness of Quantum’s disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, Quantum’s management determined that its disclosure controls and procedures were not effective as of December 31, 2021, March 31, 2022, June 30, 2022 and September 30, 2022 due to the material weaknesses with respect to compiling information to prepare Quantum’s financial statements in accordance with U.S. GAAP. The material weaknesses are due to the previously omitted subsequent event disclosure of an advance from

 

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Quantum Ventures, the analysis and full disclosure of the Merger Agreement, the impact of the Merger Agreement on Quantum’s going concern assessment and the impact of the Merger Agreement as it relates to the classification of Quantum’s complex accounting instruments, as well as the related determination of the fair value of the PIPE derivative liability, accumulated deficit, net loss and related financial disclosures.

Previously, in connection with Quantum’s IPO, Quantum accounted for a portion of the proceeds received from the offering as stockholders’ equity. Following the SEC’s guidance on this issue, management identified errors in its historical financial statements and performed a quantitative assessment under SEC Staff Accounting Bulletin No. 99, “Materiality.” Based on this assessment, after consultation with Quantum’s independent registered public accounting firm, Quantum’s management and audit committee concluded that a restatement of Quantum’s financial statements for periods prior to September 30, 2021 was required to reclassify such amounts as common stock subject to possible redemption and that a material weakness in Quantum’s internal controls over financial reporting exists as a result of the identified errors that led to such restatement.

In addition, in connection with the restatement of Quantum’s financial statements as of and for the three months ended March 31, 2021, management and Quantum’s audit committee concluded that a material weakness also exists as it relates to the accounting for the Public Warrants.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. Effective internal controls are necessary for Quantum to provide reliable financial reports and prevent fraud. Quantum continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If Quantum identifies any new material weaknesses in the future, any such newly identified material weakness could limit Quantum’s ability to prevent or detect a misstatement of Quantum’s accounts or disclosures that could result in a material misstatement of Quantum’s annual or interim financial statements. In such case, Quantum may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Quantum’s financial reporting and Quantum’s stock price may decline as a result. Quantum cannot assure you that the measures Quantum has taken to date, or any measures Quantum may take in the future, will be sufficient to avoid potential future material weaknesses.

Quantum may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

As a result of the material weaknesses, the restatement, the change in accounting for the Public Warrants and Quantum Private Warrants and other matters raised or that may in the future be raised by the SEC, Quantum may face potential for litigation or other disputes, including, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in Quantum’s internal control over financial reporting and the preparation of Quantum’s financial statements. As of the date of this proxy statement/prospectus, Quantum has no knowledge of any such litigation or dispute. However, Quantum can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on Quantum’s business, results of operations and financial condition or its ability to complete the Business Combination.

Quantum’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

As of December 31, 2021, Quantum has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Quantum cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. If Quantum is unable to raise additional funds to alleviate liquidity needs and complete a business combination by the Extended Date, then it will cease all operations except for the purpose of liquidating. Quantum Ventures has committed to provide up to $3,000,000 in Working Capital Loans to Quantum. The liquidity condition and date for mandatory

 

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liquidation and subsequent dissolution raise substantial doubt about Quantum’s ability to continue as a going concern. Management intends to complete an initial business combination before the Extended Date, however, it is uncertain whether management will succeed in doing so. Quantum’s restated financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to continue as a going concern.

We have broad discretion in the use of the proceeds from the Business Combination and may not use them effectively.

Our management team has broad discretion with respect to the application of the proceeds from the Business Combination. Our management team may not successfully or efficiently manage the proceeds from the Business Combination because of insufficient experience in dealing with such proceeds, inadequate attention paid to their management, or other effects of the Business Combination. If we do not use the proceeds from the Business Combination effectively, our business, financial condition, and results of operations could be negatively impacted.

Each of Quantum and AtlasClear has incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting and financial advisory fees.

As part of the Business Combination, each of Quantum and AtlasClear is utilizing professional service firms for legal, accounting and financial advisory. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs may exceed those estimates. In addition, the Company may retain consulting services to assist in the integration of the businesses, including but not limited to organizational decisions. These consulting services may extend beyond the current estimated time frame thus resulting in higher than expected costs.

The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by transaction expenses and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay transaction expenses.

While Quantum and AtlasClear work to complete the Business Combination, AtlasClear and Wilson-Davis will be and will continue to be following the Business Combination, integrating AtlasClear, Wilson-Davis and Commercial Bancorp businesses and operations. As a result, management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful integration of the Target Companies’ operations and personnel may place a significant burden on their respective management and other internal resources. The diversion of management’s attention and any difficulties encountered in the transition and integration process could harm their business, financial condition, results of operations and prospects. In addition, uncertainty about the effect of the Business Combination on the Target Companies’ systems, employees, customers, partners, and other third parties, including regulators, may have an adverse effect on the Company. These uncertainties may impair the Company’s ability to attract, retain and motivate key personnel for a period of time after the Business Combination.

Furthermore, the overall integration of the Target Companies’ businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, and loss of customers and other relationships. The difficulties of combining the operations of the companies include, among others, difficulties in integrating operations and systems; conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures; assimilating employees, including possible culture conflicts and different opinions on technical decisions and product roadmaps; managing the expanded operations of a larger and more complex company, including coordinating a geographically dispersed organization; and keeping existing customers and obtaining new customers. Many of these factors will be outside our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact our business, financial condition and results of operations.

 

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AtlasClear’s and Wilson-Davis’ operations may be restricted during the pendency of the Business Combination and the Wilson-Davis transaction.

Prior to the consummation of the Wilson-Davis transaction, Wilson-Davis is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period. As a result, Wilson-Davis may, during the pendency of the Wilson-Davis transaction, be unable to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions could have been beneficial to Wilson-Davis or AtlasClear following the Wilson-Davis transaction.

We are also subject to certain interim operating covenants and restrictions relating to fundamental changes to our business and capital structure prior to the consummation of the Wilson-Davis transaction and the Business Combination. We may be unable, during the pendency of the Business Combination and the Wilson-Davis transaction, to undertake certain actions in connection with making dividends or reducing share capital and otherwise pursue other actions, even if such actions could have been beneficial to us following the Business Combination and the Wilson-Davis transaction.

The ability of Public Stockholders to exercise redemption rights with respect to a large number of shares could deplete the Trust Account prior to the Business Combination and thereby diminish the amount of working capital of the Company.

At the time we entered into the Business Combination Agreement and related agreements for the Business Combination, we did not know how many stockholders would exercise their redemption rights. The Business Combination Agreement requires Quantum to have at least $40 million of available cash at Closing, including cash proceeds available from the Trust Account, after giving effect to redemptions of Public Shares, if any.

In the event the aggregate cash consideration we would be required to pay for all shares of Quantum Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and Quantum instead may search for an alternate business combination.

The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.

We may incur successor liabilities due to conduct arising prior to the completion of the Business Combination.

We may be subject to certain liabilities of AtlasClear and Wilson-Davis as a result of conduct arising prior to the completion of the Business Combination, in addition to being subject to our own liabilities. We, AtlasClear and Wilson-Davis at times may each become subject to litigation claims in the operation of our respective businesses, including, but not limited to, with respect to employee matters and contract matters. From time to time, we may also face privacy, cybersecurity, intellectual property infringement, misappropriation, or invalidity claims from third parties, and some of these claims may lead to litigation. We may initiate claims to assert or defend our own intellectual property against third parties. Any litigation may be expensive and time-consuming and could divert management’s attention from its business and negatively affect its operating results or financial condition. The outcome of any litigation cannot be guaranteed and adverse outcomes can affect us negatively.

Some of our, AtlasClear’s or Wilson-Davis’ relationships with third party intellectual property right holders and vendors may experience disruptions in connection with the Business Combination, including as a result of existing agreements that contain change in control or early termination rights that may be implicated by the Business Combination.

Parties which we, AtlasClear or Wilson-Davis currently do business with, or may do business with in the future, including third party intellectual property right holders and vendors, may experience uncertainty associated with the Business Combination, including with respect to current or future business relationships

 

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with us. As a result, the business relationships of us, AtlasClear or Wilson-Davis may be subject to disruptions if third party intellectual property rights owners, vendors or others attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us, AtlasClear and Wilson-Davis. For example, certain vendors and third-party providers may have contractual consent rights, transfer fees or termination rights that may be triggered by a change of control or assignment of the rights and obligations of contracts that will be transferred in the Business Combination. These disruptions could harm our relationships with existing third parties with whom AtlasClear and Wilson-Davis have prior relationships and preclude us from attracting new third parties, all of which could have a material adverse effect on our business, financial condition and results of operations, cash flows, and/or our share price. The effect of such disruptions could be exacerbated by a delay in the consummation of the Business Combination.

Although the Company expects that the Business Combination will produce substantial synergies, the integration of the Target Companies, with different business cultures and compensation structures, presents significant management challenges. There can be no assurance that this integration, and the synergies expected to result from that integration, will be achieved as rapidly or to the extent currently anticipated.

The Business Combination involves the integration of the businesses of the Target Companies that currently operate as independent businesses. Each of the companies will be required to devote management attention and resources to integrating their business practices and operations following the Closing, and prior to the Business Combination, management attention and resources will be required to plan for such integration. We may encounter potential difficulties in the integration process including the following:

•

the inability to successfully integrate the Target Companies’ businesses, including operations, technologies, products and services and data in a manner that permits us to achieve the cost savings and operating synergies anticipated to result from the Business Combination, which could result in the anticipated benefits of the Business Combination not being realized partly or wholly in the time frame currently anticipated or at all;

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•

the loss of customers as a result of certain customers of any of the Target Companies’ businesses deciding not to continue to do business with us, or deciding to decrease their amount of business;

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•

potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Business Combination;

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•

the integration of personnel with diverse business backgrounds and business cultures, while maintaining focus on providing consistent, high-quality services;

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•

the consolidation and rationalization of information technology platforms and administrative infrastructures as well as accounting systems and related financial reporting activities;

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•

the potential weakening of relationships with regulators; and

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•

the challenge of preserving important relationships and resolving potential conflicts that may arise.

​

Furthermore, it is possible that the integration process could result in the loss of talented employees or skilled workers employed by the Target Companies. The loss of talented employees and skilled workers could adversely affect our ability to successfully conduct our business because of such employees’ experience and knowledge of the respective business. In addition, we could be adversely affected by the diversion of management’s attention and any delays or difficulties encountered in connection with the integration of the Target Companies. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the businesses. If we experience difficulties with the integration process, the anticipated benefits of the Business Combination may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on our business, results of operations, financial condition or prospects.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of

 

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stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination. Quantum has affirmed that the proceeds placed in the Trust Account, as well as any interest earned thereon, will not be used to pay for any excise tax payable pursuant to the IR Act.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.

On March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that we have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the Trust Account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate. If we are required to liquidate, our stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

 

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If we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of Quantum.

The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of an initial business combination or liquidation of Quantum. Following such liquidation of the securities held in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of Quantum.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate Quantum. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of Quantum.

Risks to Holders of Public Warrants

Even if Quantum consummates the Business Combination, there is no guarantee that the warrants will ever be in the money; they may expire worthless.

The exercise price for the warrants is $11.50 per share of common stock, and are currently out of the money. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

We may amend the terms of the Public Warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Public Warrants.

The Public Warrants were issued in registered form under the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Quantum. The warrant agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into stock or cash, shorten the exercise period or decrease the number of warrant shares issuable upon exercise of a Public Warrant.

The Company may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

The Company will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last

 

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reported sales price of New Pubco Common Stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company gives notice of redemption. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. None of the Quantum Private Warrants will be redeemable by the Company so long as they are held by their initial purchasers or their permitted transferees.

As of          , 2023, the most recent practicable date prior to the date of this proxy statement/​prospectus, the last reported sale of price of Quantum common stock was $       per share, which is below the threshold required for redemption.

In the event the Company elects to redeem the Public Warrants that are subject to redemption, the Company will mail the notice of redemption by first class mail, postage prepaid, not less than thirty days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in such manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice, and the Company is not required to provide any notice to the beneficial owners of such warrants. If you do not exercise your Public Warrants in connection with a redemption, including because you are unaware that such Public Warrants are being redeemed, you would only receive the nominal redemption price for your Public Warrants.

General Risks

Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations.

Our financial performance will be subject to global and U.S. economic conditions and their impact on levels of spending by users and advertisers. Economic recessions including the impact of the COVID-19 pandemic, have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment and gaming industries, which may adversely affect our business and financial condition. In the past decade, global and U.S. economies have experienced tepid growth following the financial crisis in 2008 – 2009 and the impact of the COVID-19 pandemic and there appears to be an increasing risk of a recession due to international trade and monetary policy, the response to the COVID-19 pandemic and due to other changes. If the national and international economic recovery slows or stalls, these economies may continue to experience the impact of the COVID-19 pandemic or another recession or if any of the relevant regional or local economies suffers a downturn, we may experience a material adverse effect on our business, financial condition, results of operations or prospects.

In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole or the impact of the COVID-19 pandemic may reduce users’ disposable income and advertisers’ budgets. Any one of these changes could have a material adverse effect on our business, financial condition, results of operations or prospects.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results.

GAAP is subject to interpretation by the Financial Accounting Standard Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or

 

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the way we conduct our business. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

Our insurance may not provide adequate levels of coverage against claims.

We believe that we maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.

Risks Relating to Owning New Pubco Common Stock Following the Business Combination and the Company operating as a Public Company

Because we have no current plans to pay cash dividends on New Pubco Common Stock for the foreseeable future, you may not receive any return on investment unless you sell New Pubco Common Stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the Company’s board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Company’s board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in New Pubco Common Stock unless you sell New Pubco Common Stock for a price greater than that which you paid for it. See the section entitled “Ticker Symbols and Dividend Information.”

The Company may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, the Company’s share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. The Company may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on the Company’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject the Company to significant liabilities.

The Company will qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act, and if the Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, it could make the Company’s securities less attractive to investors and may make it more difficult to compare the Company’s performance to the performance of other public companies.

The Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of the Company’s common stock that are held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it

 

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has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Quantum Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find Quantum Common Stock less attractive because the Company will rely on these exemptions, which may result in a less active trading market for the Quantum Common Stock and its price may be more volatile.

Additionally, the Company will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K promulgated by the SEC. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Company’s common stock held by non-affiliates is equal to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues is equal to or exceeds $100 million during such completed fiscal year and the market value of the Company’s common stock held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

Quantum Warrants will become exercisable for New Pubco Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

If the Business Combination is completed, 10,062,500 Quantum Public Warrants and 5,562,500 Quantum Private Warrants will become exercisable for shares of New Pubco Common Stock in accordance with the terms of the Warrant Agreement. These Quantum Warrants will become exercisable 30 days after the Closing, with an exercise price of $11.50 per share of New Pubco Common Stock. To the extent such warrants are exercised, additional shares of New Pubco Common Stock will be issued, which will result in dilution to the then existing holders of New Pubco Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of New Pubco Common Stock. However, there is no guarantee that the Quantum Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

The process of designing and implementing internal control over financial reporting required to comply with the disclosure and attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), will be time consuming and costly. We will be required to include a report on internal control over financial reporting in our second Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), after becoming a public company. If during the evaluation and testing process, we identify any material weaknesses in our internal control over financial reporting, our management will be unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal control over financial reporting. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

 

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The Proposed Charter will contain anti-takeover provisions that could adversely affect the rights of our stockholders.

Our Proposed Charter will contain provisions to limit the ability of others to acquire control of the Company or cause it to engage in change-of-control transactions, including, among other things:

•

provisions that authorize its board of directors, without action by its stockholders, to issue additional shares of common stock and preferred stock with preferential rights determined by its board of directors; and

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•

provisions that permit only a majority of its board of directors, the chairperson of the board of directors or the chief executive officer to call stockholder meetings and therefore do not permit stockholders to call special meetings of the stockholders.

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These provisions could have the effect of depriving Quantum’s stockholders of an opportunity to sell their Quantum Common Stock at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.

The Proposed Charter will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

The Proposed Charter will require, to the fullest extent permitted by law, that, unless we consent in writing to the selection of an alternative forum, (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of the Company to the Company or the Company’s stockholders; (c) any action asserting a claim against the Company arising pursuant to any provision of the DGCL, the Proposed Charter or the Proposed Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (d) any action to interpret, apply, enforce or determine the validity of the Proposed Charter or the Proposed Bylaws. Subject to the preceding sentence, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, such forum selection provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Proposed Charter will provide that the federal district courts of the United States of America will have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum provisions in our Proposed Charter.

 

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SPECIAL MEETING OF THE STOCKHOLDERS

General

Quantum is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Quantum Board for use at the Special Meeting to be held on            , 2023, and at any adjournments or postponements thereof. This proxy statement/prospectus is first being furnished to Quantum’s stockholders on or about            , 2023 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Quantum’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held at 10:00 a.m., Eastern Time, on            , 2023, at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution Ave. NW, Suite 900, Washington, DC 20001, to consider and vote upon the proposals to be submitted to the Special Meeting, including if necessary, the adjournment proposal.

Purpose of the Special Meeting

At the Special Meeting, Quantum is asking holders of Quantum Common Stock:

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To consider and vote upon a proposal to adopt and approve the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2;

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To consider and vote upon a proposal to adopt and approve the Proposed Charter and Proposed Bylaws. A copy of each of the Proposed Charter and Proposed Bylaws is attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively;

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To consider and vote upon the Advisory Charter Proposals;

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To consider and vote upon the Director Election Proposal;

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To consider and vote upon the Incentive Plan Proposal. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C; and

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To consider and vote upon the Adjournment Proposal, if it is presented at the Special Meeting.

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Recommendation of the Quantum Board with Respect to the Proposals

After careful consideration, and based in part on the unanimous recommendation of the Special Committee, the Quantum Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of Quantum’s stockholders and unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal, “FOR” each of the separate Advisory Charter Proposals, “FOR” the Incentive Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

Record Date; Who is Entitled to Vote

We have fixed the close of business on            , 2023, as the record date for determining the stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on            , 2023, there were      shares of Quantum Common Stock outstanding and entitled to vote. Each share of Quantum Common Stock is entitled to one vote per share at the Special Meeting.

Our initial stockholders, including our Co-Sponsors and our other officers and directors at the time of the IPO, entered into a letter agreement to vote their Founder Shares and any Public Shares purchased during or after the IPO, in favor of the Business Combination Proposal. As of the date hereof, our initial stockholders own approximately 48.0% of our total outstanding shares of Quantum Common Stock.

 

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Quorum

The presence, in person or by proxy, of stockholders holding a majority of the voting power of the outstanding shares entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting.

Abstentions and Broker Non-Votes

With respect to each proposal in this proxy statement/prospectus (other than the Director Election Proposal), you may vote “FOR,” “AGAINST” or “ABSTAIN.” With respect to the Director Election Proposal, you may vote “FOR” or “WITHHOLD” with respect to each nominee.

If a stockholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Special Meeting in person, then the stockholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in this proxy statement/prospectus.

Abstentions and “WITHHOLD” votes will be counted in connection with the determination of whether a valid quorum is established but their effect on the proposals in this proxy statement/prospectus differ as follows:

•

An abstention will have no effect on the Business Combination Proposal, the Advisory Charter Proposals and the Adjournment Proposal, and for the Director Election Proposal, a “WITHHOLD” vote will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting.

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For purposes of the Incentive Plan Proposal, the NYSE considers an abstention vote as a “vote cast,” and therefore, an abstention will have the same effect as a vote “AGAINST” such proposal.

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Vote Required for Approval

The following votes are required for approval of each proposal at the Special Meeting:

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Business Combination Proposal:   The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

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Advisory Charter Proposals:   The approval of each of the Advisory Charter Proposals, each of which is a non-binding advisory vote, requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

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Director Election Proposal:   The election of the director nominees pursuant to the director election proposal requires a plurality of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

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Incentive Plan Proposal:   The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

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Adjournment Proposal:   The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Quantum Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

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Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals (i.e., the Business Combination Proposal, the Director Election Proposal and the Incentive Plan Proposal) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. Each of the Advisory Charter Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

 

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Voting Your Shares

Each share of Quantum Common Stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Quantum Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. There are two ways to vote your shares of Quantum Common Stock at the Special Meeting.

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You Can Vote by Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Quantum Board “FOR” the Business Combination Proposal, “FOR” each of the separate Advisory Charter Proposals, “FOR” the Incentive Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

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You Can Attend the Special Meeting and Vote in Person.   If you attend the Special Meeting, you may submit your vote at the Special Meeting, in which case any votes that you previously submitted will be superseded by the vote that you cast at the Special Meeting.

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Revoking Your Proxy

Stockholders may send a later-dated, signed proxy card to Quantum’s Secretary at the address set forth below so that it is received by Quantum’s Secretary prior to the vote at the Special Meeting (which is scheduled to take place on            , 2023) or attend the Special Meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Quantum’s Chief Executive Officer, which must be received by Quantum’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of common stock, you may call Innisfree, our proxy solicitor, by calling (877) 717-3922, or banks and brokers can call collect at (212) 750-5833.​

Vote of Quantum’s Co-Sponsors, Directors and Officers

Quantum entered into agreements with the Co-Sponsors, directors and officers, pursuant to which each agreed to vote any shares of Quantum Common Stock owned by them in favor of an initial business combination.

Quantum’s Co-Sponsors, directors and officers have waived any redemption rights, including with respect to any shares of Quantum Common Stock purchased in the IPO or in the aftermarket, in connection with the Business Combination. The shares held by our initial stockholders have no redemption rights upon our liquidation and will be worthless if no Business Combination is effected by us by the Extended Date. However, our initial stockholders are entitled to redemption rights upon our liquidation with respect to any Public Shares they may own.

Redemption Rights

Public Stockholders may seek to redeem the Public Shares that they hold, regardless of whether they vote for the proposed Business Combination, against the proposed Business Combination or do not vote in relation to the proposed Business Combination. Any Public Stockholder may request redemption of their Public Shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number

 

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of then outstanding Public Shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Quantum’s initial stockholders will not have redemption rights with respect to any shares of Quantum Common Stock owned by them, directly or indirectly.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

(a) hold Public Shares or (b) hold Public Shares through units and you elect to separate your units into the underlying Public Shares and public warrants prior to exercising your redemption rights with respect to the Public Shares; and

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(ii)

prior to            , Eastern Time, on            , 2023 (two business days prior to the vote at the Special Meeting) (a) submit a written request to the transfer agent that the Company redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through DTC.

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If you hold the Public Shares in street name, you will have to coordinate with your broker to have your Public Shares certificated or delivered electronically. Public Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the Public Shares or delivering them through the DWAC (Deposit/Withdrawal At Custodian) system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their Public Shares.

Holders of Quantum Units must elect to separate the underlying Public Shares and Quantum Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Quantum Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Quantum Public Warrants, or if a holder holds Quantum Units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so.

Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a Public Share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the Closing not to elect to exercise such rights, it may simply request that Quantum instruct our transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

If the Business Combination is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, Quantum will promptly return any shares previously delivered by Public Stockholders.

The closing price of shares of Quantum Common Stock on            , 2023 was $      . As of            , 2023 was approximately $       or approximately $       per Public Share. Prior to exercising redemption rights, stockholders should verify the market price of shares of Quantum Common Stock as they may receive higher proceeds from the sale of their shares of Quantum Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Quantum cannot assure our stockholders that they will be able to sell their shares of Quantum

 

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Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our stockholders wish to sell their shares.

If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own those Public Shares. You will be entitled to receive cash for your Public Shares only if you properly exercise your right to redeem the Public Shares you hold, no later than the close of the vote on the Business Combination Proposal, and deliver your Public Shares (either physically or electronically) to the transfer agent, prior to            , Eastern Time, on            , 2023 (two business days prior to the vote at the Special Meeting), and the Business Combination is consummated.

Appraisal Rights

Neither Quantum’s stockholders nor Quantum’s warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

Proxy Solicitation Costs

Quantum is soliciting proxies on behalf of the Quantum Board. This solicitation is being made by mail but also may be made by telephone or in person. Quantum and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Quantum will bear the cost of the solicitation.

Quantum has hired Innisfree to assist in the proxy solicitation process. Quantum will pay that firm a fee of $      , plus disbursements. Such fee will be paid with non-Trust Account funds.

Quantum will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Quantum will reimburse them for their reasonable expenses.

Potential Purchases of Public Shares and/or Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Quantum or our securities, our initial stockholders, AtlasClear and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Quantum Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to stockholders for approval at the Special Meeting are approved, or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

In the event that the Co-Sponsors, directors, officers, Target Companies and/or their affiliates purchase Public Shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. To the extent that the redemption of Public Shares would constitute a tender offer under the Exchange Act, any purchases of Public Shares by the Co-Sponsors, directors, officers and their affiliates outside of the tender offer will be made in compliance with the rules, regulations and interpretations promulgated by the SEC with respect to such purchases and any Public Shares purchased by the Co-Sponsors, directors, officers or their affiliates during the tender offer period but outside of the tender offer will not be voted in favor of the Business Combination. Any such purchases of Public Shares may result in the completion of the Business Combination that may not otherwise have been possible.

Any shares purchased by Quantum’s Co-Sponsors and officers and directors would be purchased at a price no higher than the per share pro rata portion of the Trust Account. Any shares so purchased would

 

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not be voted in favor of the Business Combination Proposal at the Special Meeting and would not be redeemable by Quantum’s Co-Sponsors and officers and directors.

Entering into any such incentive arrangements may have a depressive effect on shares of Quantum Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Quantum will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the Special Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Quantum and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “Risk Factors,” “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information and other risks.

 

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THE BUSINESS COMBINATION PROPOSAL

Proposal No. 1 — The Business Combination Proposal

We are asking our stockholders to approve and adopt the Business Combination Agreement and the transactions contemplated thereby. Our stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A-1 and Annex A-2 to this proxy statement/prospectus. Please see the subsection entitled “The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding a stockholder vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote for the proposal by the holders of a majority of shares of Common Stock who, being present and entitled to vote at the Special Meeting to approve the Business Combination Proposal, vote at the Special Meeting.

The Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A-1 and Annex A-2 hereto, which is incorporated herein by reference. Stockholders and other interested parties are urged to read the Business Combination Agreement, carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement, including by the underlying disclosure letters (“Disclosure Letters”) which are not filed publicly and are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties thereto rather than establishing matters as facts. We do not believe that the Disclosure Letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/​prospectus as characterizations about the actual state of facts of the parties thereto.

General; Structure of the Business Combination

On November 16, 2022, Quantum entered into the Business Combination Agreement (as amended on April 28, 2023) with New Pubco, Merger Sub 1, a wholly-owned subsidiary of Quantum, Merger Sub 2, a wholly-owned subsidiary of Quantum, AtlasClear, Atlas FinTech and Robert McBey, pursuant to which, among other things, (i) Merger Sub 1 will merge with and into Quantum, with Quantum continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 will merge with and into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco. Following the Business Combination, New Pubco will change its name to “AtlasClear Holdings, Inc.”

In addition:

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Contemporaneously with the execution of the Business Combination Agreement, certain stockholders of Quantum, including the Co-Sponsors, entered into the Purchaser Support Agreement, pursuant to which each party agreed, among other things, to approve the actions contemplated in the Business

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Combination Agreement for which their approval is required. See “Certain Agreements Related to the Business Combination — Purchaser Support Agreement.”

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Simultaneously with the execution of the Business Combination Agreement, New Pubco, AtlasClear’s stockholders and certain of Quantum’s stockholders entered into a Registration Rights and Lock-Up Agreement which will become effective as of the Closing, pursuant to which, among other things, AtlasClear will grant AtlasClear Stockholders certain registration rights with respect to certain securities of AtlasClear. See “Certain Agreements Related to the Business Combination —  Registration Rights and Lock-Up Agreement.”

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On November 16, 2022, AtlasClear entered into Amendment No. 2 to the Stock Purchase Agreement, dated as of April 11, 2022 (as so amended, the “Broker-Dealer Acquisition Agreement”), with Wilson-Davis and its selling shareholders, pursuant to which, among other things, AtlasClear will acquire all of the issued and outstanding shares of Wilson-Davis.

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Simultaneously with the execution of the Business Combination Agreement, AtlasClear entered into the CB Merger Agreement with Commercial Bancorp, pursuant to which, among other things, Commercial Bancorp will be merged with and into a subsidiary of AtlasClear. The Closing of the CB Merger is expected to occur after the consummation of the Business Combination.

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Simultaneously with the execution of the Business Combination Agreement, AtlasClear entered into the Contribution Agreement with Atlas FinTech, and Atlas Financial Technologies Corp. pursuant to which Atlas FinTech and Atlas Financial Technologies Corp. will contribute to AtlasClear all rights, title and interest in the Transferred Intellectual Property, among other things.

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Prior to the Closing, AtlasClear and each AtlasClear Stockholder will enter into and consummate the transactions contemplated by the Pacsquare Acquisition Agreement. See “Certain Agreements Related to the Business Combination — Pacsquare Acquisition Agreement.”

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Pre-Closing Transactions

The transaction contemplated by the Broker-Dealer Acquisition Agreement will be consummated substantially simultaneously with the Closing, in accordance with the terms thereof. The terms and conditions of the CB Merger Agreement will be in full force and effect as of the Closing Date.

Prior to the Closing, Atlas FinTech and Atlas Financial Technologies Corp. will contribute to AtlasClear all rights, title and interest in the Transferred Intellectual Property.

Post-Closing Transactions

Quantum expects the Closing to occur before the CB Closing and before the consummation of the transactions contemplated by the Pacsquare LOI pursuant to which AtlasClear expects to acquire certain technology assets of Pacsquare. The Closing is not contingent on the consummation of the CB Closing or the Pacsquare Closing.

Closing of the Business Combination

The Closing will take place electronically by the mutual exchange of electronic signatures, on the Closing Date and at a time to be agreed upon by Quantum and AtlasClear, which date will be no later than the second Business Day after all the Closing conditions to the Business Combination Agreement have been satisfied or waived, or at such other date, or time or both as Quantum and AtlasClear may agree.

Consideration to be Received in the Business Combination

At the Closing, AtlasClear Stockholders will receive Merger Consideration in shares of New Pubco Common Stock equal to the quotient of (i) $75.4 million, less the purchase prices for Wilson-Davis and Commercial Bancorp, divided by (ii) $10. In addition, the AtlasClear Stockholders will receive up to 5,944,444 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

 

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Shares will be cancelled. Atlas FinTech will also receive up to $20 million 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. The revenue targets will be measured yearly for the five years following Closing, with no catch-up between the years.

In connection with the Closing, each share of Quantum Common Stock that is outstanding and has not been redeemed will be converted into one share of New Pubco Common Stock. Each outstanding Quantum Public Warrant will become a warrant to purchase one-half of a share of New Pubco Common Stock. Each outstanding Quantum Private Warrant will become a warrant to purchase one share of New Pubco Common Stock. Atlas FinTech, which directly or indirectly holds shares of Quantum Common Stock and Quantum Private Warrants, has agreed to transfer, or cause to transfer, up to 1,279,426.82 of Quantum Common Stock and up to 1,657,578.65 of the Quantum Private Warrants held indirectly by it to potential sources of debt, equity or financing if Quantum pursues financing between signing and the Closing. Any of such Quantum Common Stock or Quantum Private Warrants remaining following any transfers for potential financing will be forfeited for no consideration. If no financing occurs, all the shares of Quantum Common Stock and the Quantum Private Warrants currently held by Atlas FinTech will be forfeited for no consideration. The purchase price of the securities expected to be issued to potential sources of debt, equity or financing at the time of the business combination is expected to range between $3.00 and $4.00 per share. Quantum’s sponsors, directors and officers will not participate in such private placements.

Effect of the Mergers

Effect on Quantum Units, Quantum Common Stock and Quantum Warrants

At the First Effective Time, by virtue of the First Merger and without any further action on the part of any Party or the holders of any securities of Quantum:

•

every issued and outstanding Quantum Unit will be automatically separated, and the holder thereof will be deemed to hold one share of Quantum Common Stock and one Quantum Warrant to purchase one-half of a share of Quantum Common Stock;

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each share of Quantum Common Stock issued and outstanding immediately prior to the First Effective Time will be automatically cancelled and extinguished and converted into one share of New Pubco Common Stock, following which, all shares of Quantum Common Stock will cease to be outstanding and will automatically be canceled and extinguished and will cease to exist by virtue of the First Merger. The holders of Quantum Common Stock outstanding immediately prior to the First Effective Time will cease to have any rights with respect to such shares. Each certificate previously evidencing shares of Quantum Common Stock, if any, will thereafter represent only the right to receive the same number of shares of New Pubco Common Stock and will be exchanged for a certificate (if requested) representing the same number of shares of New Pubco Common Stock upon the surrender of such certificate;

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each Quantum Private Warrant issued and outstanding immediately prior to the First Effective Time will automatically cease to be a warrant with respect to Quantum Common Stock and will be assumed by New Pubco and converted into a New Pubco Private Warrant exercisable for one share of New Pubco Common Stock, and each Quantum Public Warrant issued and outstanding immediately prior to the First Effective Time will automatically cease to be a warrant with respect to Quantum Common Stock and will be assumed by New Pubco and converted into a New Pubco Public Warrant exercisable for one-half of a share of New Pubco Common Stock, in each case at the same exercise price per share and on the same terms in effect immediately prior to the First Effective Time, and the rights and obligations of Quantum under that certain Warrant Agreement, dated as of February 4, 2021, as it may be amended, by and between Quantum and Continental Stock Transfer & Trust will be irrevocably assigned to, and assumed by, New Pubco;

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if there are any shares of Quantum that are owned by Quantum or any subsidiary of Quantum, or that are held as treasury shares, in each case as of the First Effective Time, such shares will automatically be canceled, retired and extinguished and will cease to exist, without any conversion thereof or payment therefor; and

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if any certificate for securities of Quantum is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to New Pubco or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate or securities of New Pubco in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of New Pubco or any agent designated by it that such tax has been paid or is not payable.

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Effect on AtlasClear Stock

At the Second Effective Time, by virtue of the Second Merger and without any further action on the part of any party or any other person:

•

each share of AtlasClear Stock issued and outstanding immediately prior to the Second Effective Time will be automatically cancelled and extinguished and converted into the right to receive the Per Share Merger Consideration; and

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if there is any AtlasClear Stock that are owned by AtlasClear as treasury shares or any AtlasClear Stock owned by any direct or indirect subsidiary of AtlasClear immediately prior to the Second Effective Time, such AtlasClear Stock will be canceled and will cease to exist without any conversion thereof or payment therefor.

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Effect on New Pubco Common Stock

At the First Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, all of the shares of New Pubco issued and outstanding immediately prior to the First Effective Time will be canceled and extinguished without any conversion thereof or payment therefor.

At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any holder thereof, each share of New Pubco Common Stock issued and outstanding immediately prior to the Second Effective Time will remain outstanding.

Conditions to the Closing of the Business Combination

Conditions to the Obligations of Each Party.   Each of the obligations of Quantum and AtlasClear to consummate the Business Combination are subject to the satisfaction, or waiver by either party (where permissible by applicable law) at or prior to the Closing of the following conditions:

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the Business Combination Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Director Election Proposal will have been approved by the requisite vote of the Quantum’s stockholders of Quantum at the Special Meeting (“Required Quantum Stockholder Approval”);

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a written consent of AtlasClear Stockholders will have been delivered to Quantum, and remain in full force and effect, representing the requisite vote of AtlasClear stockholders, as necessary, to authorize, approve and consent to, the execution, delivery and performance of the Business Combination Agreement and each of the ancillary documents to which AtlasClear is or is required to be a party or bound, and the consummation of the Business Combination, including the Second Merger;

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any waiting period (and any extension thereof) applicable to the consummation of the Business Combination Agreement under any Antitrust Laws will have expired or been terminated;

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