Item 1.01 Entry Into a Material
Definitive Agreement.
On April 28, 2022,
Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), entered into a Second Amendment (the
“Second Amendment”) to the previously announced Agreement and Plan of Merger (the “Original Agreement” and
as amended by the First Amendment, dated December 17, 2021 (the “First Amendment”) and the Second Amendment, the
“Merger Agreement”), dated as of November 4, 2021, 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”). The Second Amendment was unanimously approved by the Company’s board of directors. If
the Merger Agreement is approved by the Company’s stockholders, and the transactions contemplated by the Merger Agreement are
consummated, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the
surviving corporation and a wholly-owned subsidiary of TradeStation (the “Business Combination”).
The Second Amendment
reduced the number of shares of common stock, par value $0.01 per share, of TradeStation (“TradeStation Shares”) to be
held by Monex Group, Inc., the sole stockholder of TradeStation (“Monex”) following the Merger by 150,000
TradeStation Shares and correspondingly reduced the number of TradeStation Shares to be delivered by Monex at the closing of the
Business Combination (the “Closing”) to an escrow account established pursuant to an escrow agreement by 150,000
TradeStation Shares from 34,148,232 to 33,998,232 TradeStation Shares (the “Monex Earn Out Shares”) and increased the
number of TradeStation Shares to be delivered by Quantum Ventures LLC (“Quantum Ventures”) and Chardan Quantum LLC
(“Chardan” and, together with Quantum Ventures, the “Sponsors”) at the Closing to an escrow account
established pursuant to an escrow agreement by a corresponding amount from 798,894 to 948,894 TradeStation Shares (the
“Sponsor Earn Out Shares” and, together with the Monex Earn Out Shares, the “Earn Out Shares”). The Earn Out
Shares will be released upon the achievement of certain milestones (based on certain price targets of TradeStation Shares following
the Closing). In the event such milestones are not met within five years of the Closing, the Earn Out Shares will be automatically
released to TradeStation for cancellation. There will be no change in the number of Earn Out Shares in aggregate as a result of the
Amendment.
All other material terms of
the Original Agreement, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2021 (the “November 10 Form 8-K”),
as amended by the First Amendment, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed by
the Company with the SEC on December 17, 2021 (the “December 17 Form 8-K”), remain the same.
The foregoing
description of the of the Merger Agreement (including the Second Amendment) does not purport to be complete and is qualified in its
entirety by the terms and conditions of the Merger Agreement and the Second Amendment. A copy of the Second Amendment is attached hereto as
Exhibit 2.1 and is incorporated herein by reference. A copy of which is attached as Exhibit 2.1 to the November 10 Form 8-K, as
amended by the First Amendment, a copy of which is attached as Exhibit 2.1 to the December 17 Form 8-K and is incorporated herein by
reference.
Concurrently with entry into the Second Amendment, the
Sponsor delivered to Quantum and TradeStation a Letter Agreement (the “Letter Agreement”), dated April 28, 2022, which
amends the Sponsor Support Agreement (the “Sponsor Support Agreement”), dated as of November 4, 2021, between Quantum,
the Sponsors, TradeStation and Monex, to reduce the number of shares of common stock of Quantum (“Quantum Shares”:)
required to be forfeited by the Sponsors by 150,000 from 1,610,554 Quantum Shares to 1,460,554 Quantum Shares. In addition,
pursuant to the Letter Agreement, the Sponsors each agreed to forfeit, following the Merger, a number of private warrants
exercisable for Quantum Shares (“Private Warrants”) as a result of which they will not benefit from the anti-dilution
provisions contained in the warrant agreement, dated February 4, 2021, by and between Quantum and Continental Stock Transfer &
Trust Company, as warrant agent, that the Public Warrants will benefit from as a result of the issuance of 750,000 additional TradeStation Shares that TradeStation will be issuing to public stockholders of Quantum at Closing as an incentive not to redeem their
Quantum Shares (subject to the cap on the exchange ratio included in the Merger Agreement). As a result, the Sponsors will forfeit
the number of Private Warrants such that the number of TradeStation Shares issuable upon exercise of the Private Warrants following
the Merger shall equal the number of Quantum Shares for which the Private Warrants were exercisable prior to the Merger.
All other material terms of the Sponsor Support Agreement, which was
previously filed by the Company as Exhibit 10.2 to the November 10 Form 8-K remain the same.
The foregoing description of the Letter Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Letter Agreement, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference. References herein to the Sponsor Support Agreement are qualified
in their entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.2 to the November
10 Form 8-K and is inincorporated herein by reference.
Additional
Information and Where to Find It
In connection with the proposed
Business Combination, TradeStation intends to file a registration statement on Form S-4 (the “Registration Statement”) with
the SEC with respect to TradeStation’s securities to be issued to the Company’s stockholders in connection with the proposed
Business Combination, and Quantum intends to file a preliminary proxy statement/prospectus with the SEC to be used at the meeting of Quantum
stockholders to approve the proposed Business Combination. After the Registration Statement has been declared effective, the Company will
mail a definitive proxy statement, which will include a prospectus relating to the offer and sale of TradeStation common stock, and other
relevant documents to its stockholders as of the record date established for voting on the proposed Business Combination. Company
stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in
the Registration Statement 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 will be set forth in the proxy statement/prospectus for the proposed
Business Combination when available. 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 Closing.
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; (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.