Tabacchi is CEO of South Street Securities
Holdings Inc. and a Member of the DTCC Board of Directors
AtlasClear, Inc. (“AtlasClear”), and Quantum FinTech Acquisition
Corporation (“Quantum”) (NYSE: QFTA), a publicly traded special
purpose acquisition company, today announced that they expect to
select James M. Tabacchi as a nominee to join the board of
directors of Calculator New Pubco, Inc. (“New Pubco”) (to be
renamed AtlasClear Holdings, Inc. (“AtlasClear Holdings”)), upon
the conclusion of the previously announced proposed business
combination.
Mr. Tabacchi, President and CEO of South Street Securities
Holdings Inc., is expected to bring to AtlasClear more than four
decades of capital markets leadership experience. Notably, he
currently sits on the Depository Trust & Clearing Corporation
(DTCC) Board of Directors, having been elected to a five-year term
in 2021.
“Should the business combination be consummated, we’d be
thrilled to welcome James to the board of the combined company,
subject to his election as a director,” said Craig Ridenhour, CBDO
of AtlasClear. “We believe his strong leadership and extensive
capital markets experience will make him a great asset to the
Company.”
“I’m excited about the potential opportunity to be part of the
AtlasClear organization to help the firm realize its mission of
providing services to small and mid-sized businesses that are
currently underserviced by larger vendors,” said Tabacchi.
As President and CEO of South Street Securities Holdings Inc.,
Mr. Tabacchi oversees all aspects of the business, including
strategy, credit, market and liquidity risk, infrastructure,
technology and clearing, compliance, finance, accounting and
controls. In 2000, he raised the venture capital and founded South
Street as an independent repo broker dealer and began building and
expanding the franchise of products. Today, South Street remains
one of the largest independent repo dealers and has added asset
management of an Agency Mortgage REIT, an MBS TBA derivative dealer
franchise, and a fintech fixed income processing company. In 2018,
Mr. Tabacchi invested in and continues to mentor AmeriVet, a
Disabled Veteran and Minority Owned broker dealer, and last year,
started an equity securities lending business. Prior to founding
South Street, he spent two decades at Citicorp/Citibank in various
customer interface and business head positions within the
Investment, Corporate and Consumer Banking Divisions. In addition
to his Board responsibilities at South Street, ACM Trust REIT and
AmeriVet, Mr. Tabacchi is Chairman of the Board of the Independent
Dealer and Trader Association (IDTA) and is a member of BNYM’s GSS
Industry Advisory Council. In 2021, Mr. Tabacchi was elected to a
five-year term on the DTCC Board of Directors.
In November 2022, Quantum entered into a definitive business
combination agreement that is expected to result in Atlas FinTech
Holdings Corp. transferring its trading technology assets to
AtlasClear and the acquisition by AtlasClear of Wilson Davis &
Co., Inc., a correspondent clearing broker-dealer (“Wilson-Davis”),
pending required regulatory approvals. AtlasClear has also entered
into a definitive agreement to acquire Commercial Bancorp of
Wyoming, a federal reserve member (“Commercial Bancorp”), following
consummation of the initial business combination, which is expected
to close in the second or third quarter of 2023, pending required
regulatory approvals.
About AtlasClear Holdings
AtlasClear Holdings plans to build a cutting-edge technology
enabled financial services firm that would create a more efficient
platform for trading, clearing, settlement and banking of evolving
and innovative financial products with a focus on the small and
middle market financial services firms. The team that will lead
AtlasClear Holdings consists of respected financial services
industry veterans that have founded and led other companies in the
industry including Penson Clearing, Southwest Securities, NexTrade
and Anderen Bank.
The nature of the combined entity is expected to be supported by
robust, proven, financial technologies with a full suite that will
enable the flow of business and success of the enterprise. The
combined entity is expected to have a full exchange platform for a
spectrum of financial products. In addition, the combined entity is
expected to have a full prime brokerage and, following the
Commercial Bancorp acquisition, a prime banking platform with
complete front-end delivery. The enterprise is anticipated to offer
a fixed income risk management platform which can be expanded to a
diverse application on financial products.
The combined entity is expected to be run by a new digital suite
of technologies that will be part of the transaction at
closing.
About Quantum FinTech Acquisition Corporation
Quantum FinTech Acquisition Corporation is a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, that was formed for the purpose of entering into
a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses, with a principal focus on
identifying high-growth financial services and fintech businesses
as targets.
About Wilson-Davis & Co., Inc.
Wilson-Davis is a full-service correspondent securities
broker-dealer. The company is registered with the SEC, the
Financial Industry Regulatory Authority and the Securities Investor
Protection Organization. In addition, Wilson-Davis is a member of
DTCC as well as the National Securities Clearing Corporation.
Headquartered in Salt Lake City, Utah and Dallas, Texas.
Wilson-Davis has been servicing the investment community since
1968, with satellite offices in California, Arizona, Colorado, New
York, New Jersey and Florida.
About Commercial Bancorp of Wyoming
Commercial Bancorp is a bank holding company operating through
its wholly-owned subsidiary, Farmers State Bank (“FSB”) and has
been servicing the local community in Pine Bluffs, WY since 1915.
It has focused the majority of its services on private and
corporate banking. A member of the Federal Reserve, FSB is expected
to be a strategic asset for the combined company’s long-term
business model.
Additional Information and Where to Find It
In connection with the proposed business combination and related
transactions contemplated in connection therewith (the “Proposed
Transaction”), New Pubco intends to publicly file with the SEC a
registration statement on Form S-4 containing a preliminary proxy
statement of Quantum and prospectus of New Pubco, and after the
registration statement is declared effective, Quantum will mail a
definitive proxy statement/prospectus relating to the Proposed
Transaction to its stockholders. This press release does not
contain any information that should be considered by Quantum’s
stockholders concerning the Proposed Transaction and is not
intended to constitute the basis of any voting or investment
decision in respect of the Proposed Transaction or the securities
of New Pubco. Quantum’s stockholders and other interested persons
are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the Proposed Transaction, as these materials will contain
important information about New Pubco, Quantum, AtlasClear, WDCO,
FSB and the Proposed Transaction. When available, the definitive
proxy statement/prospectus will be mailed to stockholders of
Quantum as of a record date to be established for voting on the
Proposed Transaction. Stockholders will also be able to obtain
copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/ prospectus and other documents filed
with the SEC, without charge, once available, at the SEC’s website
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
atlasclearir@icrinc.com.
No Offer or Solicitation
This press release shall not constitute a “solicitation” as
defined in Section 14 of the Securities Exchange Act of 1934, as
amended. This press release does not constitute an offer, or a
solicitation of an offer, to buy or sell any securities, investment
or other specific product, or a solicitation of any vote or
approval, nor shall there be any offer, solicitation or sale of
securities, investment or other specific product in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to 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.
Participants in Solicitation
Quantum, AtlasClear and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from Quantum stockholders with respect to the Proposed Transaction.
Quantum stockholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of Quantum in its Annual Report on Form 10-K, filed
with the SEC on March 31, 2023 (the “2022 Form 10-K”), which is
available free of charge at the SEC’s website at www.sec.gov.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to QTFA
stockholders in connection with the Proposed Transaction and other
matters to be voted upon at Quantum’s special meeting of
stockholders will be set forth in the proxy statement/prospectus
for the Proposed Transaction when available. Additional information
regarding the interests of the participants in the solicitation of
proxies from Quantum’s stockholders with respect to the Proposed
Transaction will be contained in the proxy statement/prospectus for
the Proposed Transaction when available.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended, that reflect AtlasClear’s and Quantum’s current
views with respect to, among other things, the future operations
and financial performance of AtlasClear, Quantum and the combined
company. Forward-looking statements in this communication may be
identified by the use of words such as “anticipate,” “assume,”
“believe,” “continue,” “could,” “estimate,” “expect,”
“foreseeable,” “future,” “intend,” “may,” “outlook,” “plan,”
“potential,” “proposed” “predict,” “project,” “seek,” “should,”
“target,” “trends,” “will,” “would” and similar terms and phrases.
Forward-looking statements contained in this communication include,
but are not limited to, statements as to (i) expectations regarding
the Proposed Transaction, including timing for its consummation,
(ii) anticipated use of proceeds from the transaction, (iii)
AtlasClear and Quantum’s expectations as to various operational
results and market conditions, (iv) AtlasClear’s anticipated growth
strategy, including the proposed acquisitions, (v) anticipated
benefits of the Proposed Transaction and proposed acquisitions,
(vi) the financial technology of the combined entity, (vii)
expected listing of the combined company, and (viii) Quantum’s and
AtlasClear’s intention to nominate Mr. Tabacchi to serve as a
director of the combined company; the expectation that Mr. Tabacchi
will serve as a director of the combined company; and the
anticipated contributions and benefits that Mr. Tabacchi will bring
to the board of the combined company.
The forward-looking statements contained in this communication
are based on the current expectations of AtlasClear, Quantum and
their respective management and are subject to risks and
uncertainties. No assurance can be given that future developments
affecting AtlasClear, Quantum or the combined company will be those
that are anticipated. Actual results may differ materially from
current expectations due to changes in global, regional or local
economic, business, competitive, market, regulatory and other
factors, many of which are beyond the control of AtlasClear and
Quantum. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect,
actual results may vary in material respects from those projected
in these forward-looking statements. Factors that could cause
actual results to differ may emerge from time to time, and it is
not possible to predict all of them.
Such factors include, but are not limited to: the risk that the
transaction may not be completed in a timely manner or at all; the
risk that the transaction closes but AtlasClear’s acquisition of
FSB does not close as a result of the failure to satisfy the
conditions to closing such acquisition (including, without
limitation, the receipt of approval of Commercial Bancorp’s
stockholders and receipt of required regulatory approvals), the
failure to obtain requisite approval for the transaction or meet
other closing conditions; the occurrence of any event, change or
other circumstance that would result in Mr. Tabacchi not being
nominated to serve on the board of the combined company; the
failure to obtain stockholder approval of Mr. Tabacchi’s election
as director; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement in respect of the transaction; failure to
achieve sufficient cash available (taking into account all
available financing sources) following any redemptions of Quantum’s
public stockholders; failure to obtain the requisite approval of
Quantum’s stockholders; failure to meet relevant listing standards
in connection with the consummation of the transaction; failure to
recognize the anticipated benefits of the transaction, which may be
affected by, among other things, competition, the ability of the
combined entity to maintain relationships with customers and
suppliers and strategic alliance third parties, and to retain its
management and key employees; potential litigation relating to the
proposed transaction; changes to the proposed structure of the
transaction that may be required or appropriate as a result of the
announcement and execution of the transaction; unexpected costs and
expenses related to the transaction; estimates of AtlasClear and
the combined company’s financial performance being materially
incorrect predictions; AtlasClear’s failure to complete the
proposed acquisitions on favorable terms to AtlasClear or at all;
AtlasClear’s inability to integrate, and to realize the benefits
of, the proposed acquisitions; changes in general economic or
political conditions; changes in the markets that AtlasClear
targets or the combined company will target; slowdowns in
securities or cryptocurrency trading or shifting demand for
trading, clearing and settling financial products; the impact of
the ongoing COVID-19 pandemic; any change in laws applicable to
Quantum or AtlasClear or any regulatory or judicial interpretation
thereof; and other factors, risks and uncertainties, including
those to be included under the heading “Risk Factors” in the proxy
statement/prospectus to be later filed with the SEC, and those
included under the heading “Risk Factors” in Quantum’s 2022 Form
10-K and its subsequent filings with the SEC. AtlasClear and
Quantum caution that the foregoing list of factors is not
exhaustive. Any forward-looking statement made in this
communication speaks only as of the date hereof. Plans, intentions
or expectations disclosed in forward-looking statements may not be
achieved and no one should place undue reliance on such
forward-looking statements. Neither AtlasClear nor Quantum
undertake any obligation to update, revise or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any
applicable securities laws.
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