AtlasClear, Inc. (“AtlasClear”) and Quantum FinTech Acquisition
Corporation (“Quantum”) (NYSE: QFTA), a publicly-traded special
purpose acquisition company, today announced that they have agreed
to waive the $40 million minimum cash condition required to be
satisfied at the closing of the previously announced business
combination.
“We believe in the future of AtlasClear and in the strength of
the proposed business combination,” said Craig Ridenhour, Chief
Business Development Officer of AtlasClear. “This mutual decision
improves the certainty of the merger closing and is reflective of
our confidence in the long-term growth potential of the
business.”
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, pending required
regulatory approvals. AtlasClear has also entered into a definitive
agreement to acquire Commercial Bancorp of Wyoming, a federal
reserve member, following consummation of the business combination,
which is expected to occur following the special meeting of
stockholders (the "Special Meeting") on November 3, 2023. Upon
closing of the business combination, the combined company is
expected to list on the NYSE American with its common stock trading
under the new ticker symbol, "ATCH".
Special Meeting Details
The Special Meeting will be held at 11:00 a.m., Eastern Time, on
November 3, 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.
The Quantum FinTech board of directors recommends all
stockholders vote "FOR" ALL Proposals in advance of the Special
Meeting by telephone, via the Internet or by signing, dating and
returning the proxy card upon receipt by following the easy
instructions on the proxy card.
Your Vote “FOR” ALL Proposals Is Important, No Matter How Many
or How Few Shares You Own.
About AtlasClear
AtlasClear 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
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”), Calculator New Pubco, Inc. (“New Pubco”) (to be
renamed AtlasClear Holdings, Inc.) has publicly filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 containing a preliminary proxy statement of
Quantum and prospectus of New Pubco, and Quantum has mailed a
definitive proxy statement/prospectus relating to the Proposed
Transaction to its stockholders. Quantum’s stockholders and other
interested persons are advised to read the definitive proxy
statement/prospectus and other documents filed in connection with
the Proposed Transaction, as these materials contain important
information about New Pubco, Quantum, AtlasClear, , Wilson-Davis
& Co., Inc. (“WDCO”), Commercial Bancorp of Wyoming
(“Commercial Bancorp”) and its subsidiary bank, Farmers State Bank
(“FSB”), and the Proposed Transaction. The definitive proxy
statement/prospectus has been mailed to stockholders of Quantum as
of a record date for voting on the Proposed Transaction.
Stockholders will also be able to obtain copies of the definitive
proxy statement/ prospectus and other documents filed with the SEC,
without charge, 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 are set forth in the proxy statement/prospectus for
the Proposed Transaction. Additional information regarding the
interests of the participants in the solicitation of proxies from
Quantum’s stockholders with respect to the Proposed Transaction is
contained in the proxy statement/prospectus for the Proposed
Transaction.
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 website 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 website 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’s 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, and (vii)
expected listing 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
Commercial Bancorp and its subsidiary bank, 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 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 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
website 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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