Quantum FinTech Acquisition Corporation (“Quantum”) (NYSE:
QFTA), a special purpose acquisition company, announced today that
its stockholders have approved the proposed business combination
(the “Business Combination”) with AtlasClear, Inc. (“AtlasClear”),
at a special meeting of Quantum stockholders that was held on
Friday, November 3, 2023.
Each of the proposals presented at the special meeting was
approved, and the Business Combination is expected to be
consummated as soon as practicable following the satisfaction or
waiver of the remaining closing conditions described in the proxy
statement for the special meeting, including the condition that the
common stock of Calculator New Pubco, Inc. (“New Pubco”) will have
been approved for listing on the NYSE American. Following the
closing of the Business Combination, the common stock of New Pubco
is expected to begin trading on the NYSE American under the symbol
“ATCH”.
In connection with the Meeting, stockholders holding 4,953,369
shares out of a possible 5,050,384 shares of Quantum’s common stock
(the “Public Shares”) exercised their right to redeem their shares
for a pro rata portion of the funds in Quantum’s trust account (the
“Trust Account”). The trustee of the Trust Account is calculating
the final amount of the funds to be removed from the Trust Account
in connection with such redemptions, but the current preliminary
calculations are that approximately $53.1 million (approximately
$10.73 per Public Share) will be removed from the Trust Account to
pay such holders.
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
acquisition of Commercial Bancorp of Wyoming (“Commercial
Bancorp”), 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 Wilson-Davis & Co., Inc.
Wilson-Davis & Co., Inc. (“Wilson-Davis”) is a full-service
correspondent securities broker-dealer. The company is registered
with the U.S. Securities and Exchange Commission (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.
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’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 meet 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 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; 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 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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