AtlasClear Expected to Begin Trading on the
NYSE on Monday, February 12 Under the Ticker “ATCH”
AtlasClear, Inc. announced today the completion on Friday,
February 9th, 2024, of its previously announced business
combination with Quantum FinTech Acquisition Corporation
(“Quantum”) (NYSE: QFTA), a publicly-traded special purpose
acquisition company, which was approved by Quantum’s stockholders
on November 3, 2023. The combined company will operate as
AtlasClear Holdings, Inc. (“AtlasClear”), and its common stock is
expected to begin trading on the NYSE American LLC (“NYSE Amex”)
under the ticker symbol ATCH on Monday, February 12, 2024.
AtlasClear also announced the completion of its acquisition of
broker-dealer Wilson-Davis & Co., Inc. (“Wilson-Davis”), and
that its definitive agreement to acquire Commercial Bancorp of
Wyoming (“Commercial Bancorp”) continues to be in full force and
effect. It is expected that Commercial Bancorp will be merged with
and into a subsidiary of AtlasClear upon receipt of all necessary
regulatory approvals.
“Today marks an important milestone for AtlasClear as we embark
on our journey to bring a one-stop technology and financing
solution to small and midsize financial institutions,” said John
Schaible, Chairman and Chief Executive Officer of Quantum, and
Chief Strategy Officer of AtlasClear. “As a public company, we’ll
seek to grow both organically and through further acquisitions, as
well as by expanding the balance sheet for both the clearing firm
and the bank.”
“With the completion of this business combination, the
AtlasClear team will focus on filling a gap in the capital markets
where smaller institutions, broker-dealers and asset managers have
been at a disadvantage,” said Craig Ridenhour, Chief Business
Development Officer of AtlasClear. “By combining an operating,
profitable correspondent clearing firm, with an operating,
profitable Federal Reserve member bank, and then layering in
technology to handle the front office, back office and risk
management functions of those institutions, we’re creating one
venue where these smaller financial institutions can service all of
their relevant operational needs, including trade clearing,
settlement and banking services.”
As a result of the completion of the business combination by the
deadline under Quantum’s charter, Quantum did not need to implement
the charter amendment for an additional extension, which was
approved by its stockholders at a special meeting held on February
8, 2024.
In connection with the closing of the business combination,
AtlasClear has instructed the escrow agent to release from escrow
4,000,000 of Quantum’s founder shares that were held in escrow
pursuant to the escrow agreement from Quantum’s initial public
offering (consisting of 949,084 shares owned by Chardan Quantum,
LLC and 3,050,916 shares owned by Quantum Ventures, LLC) , as
contemplated by the amendment to such escrow agreement disclosed on
October 31, 2023.
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 strategic goal of AtlasClear
is to have a fully vertically integrated suite of cloud-based
products including account opening, trade execution, risk
management, regulatory reporting and settlement. 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.
About the Financial Technology
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 became part of the transaction at closing.
About Quantum FinTech Acquisition Corporation
Quantum 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 Securities and
Exchange Commission (“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 current views with
respect to, among other things, the future operations and financial
performance of AtlasClear 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) anticipated use of proceeds from the transaction, (ii)
AtlasClear’s expectations as to various operational results and
market conditions, (iii) AtlasClear’s anticipated growth strategy,
including the proposed acquisitions, (iv) anticipated benefits of
the transaction and proposed acquisitions, (v) the financial
technology of the combined entity, (vi) anticipated timing for the
combined company to begin trading on NYSE Amex, and (vii)
statements regarding the proposed transaction between AtlasClear
and Pacsquare, including the anticipated benefits of such
acquisition.
The forward-looking statements contained in this communication
are based on the current expectations of AtlasClear and its
management and are subject to risks and uncertainties. No assurance
can be given that future developments affecting AtlasClear 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. 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
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); 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; 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; AtlasClear’s inability to realize
the anticipated benefits of the transaction with Pacsquare; 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 AtlasClear or any regulatory or
judicial interpretation thereof; and other factors, risks and
uncertainties, including those that were included under the heading
“Risk Factors” in the final 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
undertakes 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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