Item 8.01 Other Events.
As previously disclosed, on
November 4, 2021, Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), entered into an Agreement
and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, TradeStation Group, Inc., a Florida corporation
(“TradeStation”), and TSG Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TradeStation (“Merger
Sub”) pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as the
surviving corporation and a wholly-owned subsidiary of TradeStation (the “Business Combination”).
On April 27, 2022,
TradeStation released its financial results for the fiscal quarter and fiscal year ended March 31, 2022. A copy of the earnings release and related investor materials is attached hereto as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 and is incorporated herein
by reference.
Additional
Information and Where to Find It
Company stockholders
and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement
on Form S-4 and any amendments thereto and the definitive proxy statement/prospectus in connection with the Company’s
solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed Business
Combination (the “Special Meeting”), because these documents will contain important information about the Company,
TradeStation and the proposed Business Combination. When available, the definitive proxy statement/ prospectus will be mailed to
Company stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted
upon at the Special Meeting.
The Company’s stockholders
may also obtain a copy of the proxy statement/prospectus, once available, as well as other documents filed with the SEC regarding the
proposed Business Combination and other documents filed with the SEC by the Company, without charge, at the SEC’s website located
at www.sec.gov or by directing a request to: Quantum FinTech Acquisition Corporation, 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607,
Attention: Investor Relations or by email at IR@qftacorp.com.
Participants in Solicitation
The Company, TradeStation,
and their respective directors and officers and certain investors may be deemed participants in the solicitation of proxies of the Company
stockholders in connection with the proposed Business Combination. Company stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and officers of the Company in the Company’s registration statement on
Form S-1 (File No. 333-252226), which was declared effective by the SEC on February 4, 2021. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the proposed Business
Combination and other matters to be voted upon at its Special Meeting are set forth in the preliminary proxy statement/preliminary prospectus
included in TradeStation’s registration statement on Form S-4 (333-261885), which was filed with the SEC on December 23, 2021. Additional
information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination
will be included in the Registration Statement.
Forward-Looking Statements
This Current Report on Form
8-K contains, and certain oral statements made by representatives of the Company and TradeStation and their respective affiliates from
time to time may contain, a number of “forward-looking statements” as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used
in this Current Report on Form 8-K or such oral statements, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,”
“may,” “will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These
forward-looking statements include, without limitation, information concerning TradeStation’s and the Company’s expectations
with respect to the future performance of the combined company, including whether this proposed Business Combination will generate returns
for stockholders, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Business
Combination, and the timing of the completion of the Business Combination.
These forward-looking statements
are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions
and other important factors, many of which are outside TradeStation’s or the Company’s management’s control, that could
cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions
and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement and the proposed Business Combination contemplated thereby; (b) the inability to
complete the proposed Business Combination, including due to the failure to obtain the requisite approval of the stockholders of the Company
or other conditions to closing in the Merger Agreement; (c) the ability to meet the New York Stock Exchange’s listing standards
following the consummation of the proposed Business Combination; (d) the failure of PIPE Investors to fund their commitments upon the
closing of the proposed Business Combination; (e) the risk that the proposed Business Combination disrupts current plans and operations
of TradeStation or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability
to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain its management
and key employees; (g) costs related to the proposed Business Combination; (h) changes in applicable laws or regulations, including legal
or regulatory developments which could result in the need for the Company to restate its historical financial statements and cause unforeseen
delays in the timing of the Business Combination and negatively impact the trading price of the Company’s securities and the attractiveness
of the Business Combination to investors; (i) the possibility that TradeStation or the combined company may be adversely affected by other
economic, business and/or competitive factors; and (j) other risks and uncertainties to be identified in the Registration Statement/proxy
statement relating to the Business Combination, when available, and in other documents filed or to be filed with the SEC by the Company
and TradeStation and available at the SEC’s website at www.sec.gov.
The Company and TradeStation
caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Except as required by law, neither the Company nor TradeStation undertakes any obligation
to update or revise its forward-looking statements to reflect events or circumstances after the date of this release, other than pursuant
to applicable law.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business
Combination. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities
pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.
No Assurances
There can be no assurance
that the proposed Business Combination will be completed, nor can there be any assurance, if the proposed Business Combination is completed,
that the potential benefits of combining the companies will be realized.