Filed by Calculator New Pubco, Inc. and
Quantum FinTech Acquisition Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company:
Quantum FinTech Acquisition Corporation
(Commission File No. 001-40009)
Date: May 23, 2023
AtlasClear | Website
| HEAD: | Setting out to create a more efficient platform for trading, clearing,
settlement and banking. |
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| HEAD: | At AtlasClear Holdings, we expect to acquire the capabilities to provide
evolving and innovative financial products focused on financial services firms. |
| BODY: | We seek to provide a modern, mission-critical suite of solutions to our
prospective clients, enabling them to reduce their transactions costs and compete more effectively
in their businesses in response to consumer expectations for a one-stop shop for their investing,
banking, spending, insurance and borrowing needs. |
With the potential to provide enhanced flexibility, scalability
and efficiency, we expect that the technology we plan to acquire will be well-positioned to meet the rapidly evolving, increasingly digital
needs of businesses and their customers.
| BUTTON: |
Our Platform [Link to Platform] |
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| HEAD: | Our anticipated growth strategy. |
| BODY: | Our strategy is to grow our base of prospective clients organically and
through channel partners. We believe we will succeed when our clients succeed – and
that the more assets, services and |
transactions our clients direct through
our prospective platform, the more revenue we and our clients would be able to generate. Our growth is also expected to be driven by
our pursuit of international expansion opportunities and strategic acquisitions.
| Company | Website Copy Deck | 1 |
| BUTTON: |
About AtlasClear Holdings [Link to About] |
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| HEAD: |
Who we intend to serve. |
| BODY: | We anticipate interest from financial companies seeking to integrate trading
and investing capabilities into their broader offering, as well as from non-financial companies
with plans to drive incremental revenue and customer engagement through the addition of financial
services. |
With future acquisitions, we expect to provide incumbents
in the wealth ecosystem, such as wealth advisors, with investment management offerings that will help automate their legacy infrastructure
and eliminate their existing paper-based processes.
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| HEAD: |
Our team will be comprised of experienced FinTech innovators. |
| BODY: | We expect to be led by a seasoned team of industry executives and supported
by a purpose-built board of directors. Collectively, our leadership team will have over 30
years of combined experience spanning technology, investing, custody, banking and clearing
lifecycles. |
| BUTTON: |
Our Team [Link to Leadership] |
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| HEAD: | Learn more about our anticipated innovative platform and vision for the
future of financial technology. |
[Contact Us]
| HEAD: |
Our goal is to power innovation in fintech, investing, and
trading. |
| BODY: | At AtlasClear Holdings, we seek to build a cutting-edge, technology-enabled
financial services firm. We believe that through the proposed acquisitions, we will have
the capabilities to deliver a complete and modern platform with the potential to give our
prospective clients the flexibility, speed, risk-management capabilities and scale they need
to grow. |
We believe our platform will enable a comprehensive range
of innovative financial products with a focus on financial services firms, generally with annual revenues up to $1 billion.
| BUTTON: |
Our Platform [Link to Our Platform] |
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| Company | Website Copy Deck | 2 |
| HEAD: | We seek to enable prospective clients to reduce their transactions costs
and compete more effectively in their businesses. |
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| HEAD: |
Our proposed Business Combination. |
| BODY: | AtlasClear, Inc. (“AtlasClear”) and Quantum FinTech Acquisition
Corporation (“Quantum”) (NYSE: QFTA), previously announced a proposed business
combination between Calculator New Pubco, Inc., to be renamed AtlasClear Holdings, Inc.
(“AtlasClear Holdings”) and Quantum (the “Business Combination”)
that is expected to result in Atlas FinTech Holdings Corp. transferring its trading technology
assets to AtlasClear (“Atlas FinTech Technology Assets”) and the acquisition
by AtlasClear of Wilson-Davis & Co., Inc., a correspondent clearing broker-dealer
(“Wilson-Davis”). AtlasClear has also entered into a definitive agreement to
acquire Commercial Bancorp of Wyoming, a federal reserve member (“Commercial Bancorp”)
and plans to enter into a definitive agreement to acquire certain additional technology assets
from Pacsquare Technologies, LLC (the “Pacsquare Technology Assets”, and together
with the AtlasFinTech Technology Assets, the “Technology Assets”), following
consummation of the Business Combination. |
| BUTTON: |
Learn More [Link to Investors] |
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| HEAD: |
A compelling prime brokerage model. |
| ICONS: |
Correspondent Clearing Firm |
| |
Federal Reserve Member Bank |
| |
Developing Prime Brokerage Technology |
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| HEAD: |
Our anticipated growth strategy. |
| Company | Website Copy Deck | 3 |
| SUB: |
Client Base Expansion |
| BODY: | We believe that attracting and acquiring new clients will be a key growth
driver for our combined business. We expect that this effort will be supported by our future
technology platforms and the market’s rapidly accelerating demand for cost efficiencies. |
| SUB: |
Growing our Prospective Clients’ Revenue |
| BODY: | We believe we will succeed when our clients succeed. The more assets,
services or transactions that customers direct through our prospective platform, the more
revenue we and our clients would be able to generate. |
| SUB: |
Pursuing Potential International Expansion Opportunities |
| BODY: | While we expect our operations will initially be U.S.-focused, we expect
to grow our business and total addressable market by expanding into international markets.
We believe our core competencies and operational excellence will position us to win in new
markets. |
| SUB: |
Strategic Acquisitions |
| BODY: | We plan to evaluate the acquisition of innovative FinTech companies based
on their ability to enhance our product capabilities, broaden our client reach, drive further
scale, increase our presence in new geographies, and generate attractive financial returns. |
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| HEAD: | Following the proposed Business Combination, we expect to be led by a
seasoned team of industry executives. And supported by a purpose-built board of directors. |
| BUTTON: |
Our Leadership [Link to Our Team] |
| HEAD: |
FinTech innovators. Strategic entrepreneurs. Regulatory experts. |
| BODY: | Collectively, our leadership team will have over 30 years of combined
experience spanning the technology, investing, custody, banking and clearing lifecycles. |
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| BODY: | Our new management team, following the closing of the proposed Business
Combination, is expected to be comprised of the individuals listed below: |
| Company | Website Copy Deck | 4 |
| BODY: | Mr. McBey has worked in the securities industry since 1986 and has
served as the President and Chief Executive Officer of Wilson-Davis since 2021. Before becoming
President of Wilson-Davis, he served as Wilson-Davis’ Chief Administrative Officer
beginning in 2018. Since August 2022, he has also served as Chairman and Chief Executive
Officer of AtlasClear and since February 2023 as Chairman and Chief Executive Officer
of New Pubco. He was the co-founder and Managing Director of Business Development for Potamus
Trading LLC, a Massachusetts broker-dealer specializing in algorithmic trading and dealer
services from 2012 to 2017. Earlier, from 2010 to 2012, he served as the Executive Vice President
and Head of Clearing Services for Penson Financial Services, a global execution and clearing
firm with over $10.0 billion in assets. |
| |
From 2008 to 2010, Mr. McBey served as the interim CEO of Penson’s Canadian and United Kingdom subsidiaries. From 2002
to 2008, he served as the Chief Operating Officer and Director of Securities Lending for Southwest Securities, Inc., where he
previously served as the Senior Vice President, Compliance Officer, and Director of Internal Audit from 1998 to 2000. From 1997 to
1998, Mr. McBey served as the Senior Vice President, Senior Registered Option Principal, and Branch Manager of Principal Financial
Securities, Inc. From 1992 to 1997, he served as the Vice President and Manager of Audit and Compliance for Sutro & Company
Inc. From 1986 to 1992, he served as an Internal Auditor for Prudential-Bache Securities, Inc. Mr. McBey is graduate of York
University in Toronto, Ontario. |
| BODY: | Mr. Barber has been making various personal investments through his
company, Renee LLC, since 2017. Mr. Barber started his financial career in Finance at
Ernst & Young. Mr. Barber has over 30 years’ experience in the Securities
industry working at various institutions. Most notably, Mr. Barber served as the Chief
Financial Officer of Bank of America’s brokerage business where gave advice to the
CEO on how to grow revenue and reduce costs. Since February 2023, Mr. Barber has
served as Chief Financial Officer of New Pubco. Mr. Barber holds a Bachelor of Arts
degree from the University of Notre Dame and a Master of Business Administration from the
Columbia School of Business. |
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Chief Strategy Officer (Post-Business Combination) |
| BODY: | Mr. Schaible is the Chairman and Chief Executive Officer of Quantum,
a position that he has held since Quantum’s inception in October 2020. Mr. Schaible
is a co-founder of Atlas Bank, a Latin American domiciled bank, and, since 2010, has served
as its Vice Chairman. Mr. Schaible has also served as Chief Executive Officer of AtlasBanc
Holdings Corp. since 2012 and Atlas FinTech since 2016, each affiliates of Atlas Bank. Mr. Schaible
also co-founded Anderen Bank and was Chief Operating Officer of Anderen Financial, a FDIC-chartered
financial institution and bank holding company regulated by the Federal Reserve Board, respectively,
from 2007 until the acquisition of Anderen by First United Bank in 2012, each affiliates
of Atlas Bank. Mr. Schaible also founded and served as Chief Executive Officer of NexTrade,
which created an electronic communications network (ECN) in 1994 that was sold to Citigroup
in 2006. |
| Company | Website Copy Deck | 5 |
| |
Mr. Schaible has a degree in business management from Colorado State University. Mr. Schaible has also served on the
board of Colorado State University’s General Leadership Council and Center for Entrepreneurship. The Quantum Board selected Mr. Schaible
to serve as a director because of his financial technologies and financial services experience and knowledge. |
| |
Chief Business Development Officer |
| BODY: | Mr. Ridenhour has served as co-founder and Executive Vice President
of Business Development for Atlas FinTech Holdings Corp., a position that he has held since
2016. Since August 2022, he has also served as Chief Business Development Officer and
a director of AtlasClear and since February 2023 as Chairman and Chief Executive Officer
of New Pubco. He sits on the board of directors of Atlas FinTech Holdings. Mr. Ridenhour
is co-founder of AtlasBanc Holdings and EVP of Business Development, a position he has held
since 2012. Mr. Ridenhour was the Managing Director of Wealth Management for Anderen
Capital, a subsidiary of Anderen Financial, a FDIC-chartered financial institution and bank
holding company regulated by the Federal Reserve Board, respectively, from 2008 until the
acquisition of Anderen by First United Bank in 2012. Mr. Ridenhour has been securities
licensed with FINRA since 1994 and held various positions throughout his career including
acting in executive and principal capacities within brokerage firms. Mr. Ridenhour is
a graduate of the University of Florida. |
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Chief Technology Officer (Post-Business Combination) |
| BODY: | Mr. Bogdanov is a Senior Vice President of the Atlas Bank, a Latin
American domiciled bank, a position he has held since 2019, and has been Vice President of
Technology of the Atlas FinTech Holdings since 2014. Mr. Bogdanov has also served as
Chief Technology Officer of AtlasBanc Holdings Corp. since 2014. Mr. Bogdanov served
as Director of Software Engineering of Value Line, Director of Infrastructure of Traffic
Media. He also served in various senior technology roles in Bank of America, Bank of America
Merrill Lynch, Salomon Smith Barney/Citigroup, SURFACExchange, DoubleClick and other financial
and media companies. Mr. Bogdanov has a technology degree from Tashkent Electromechanical
College. |
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| BODY: | Our board of directors, following the closing of the proposed Business
Combination, is expected to be comprised of the seven directors listed below: |
| BODY: | Mr. McBey has worked in the securities industry since 1986 and has
served as the President and Chief Executive Officer of Wilson-Davis since 2021. Before becoming
President of Wilson-Davis, he served as Wilson-Davis’ Chief Administrative Officer
beginning in 2018. Since August 2022, he has also served as Chairman and Chief Executive
Officer of AtlasClear and since February 2023 as Chairman and Chief Executive Officer
of New Pubco. He was the co-founder and Managing Director of Business Development for Potamus
Trading LLC, a Massachusetts broker-dealer specializing in algorithmic trading and dealer
services from 2012 to 2017. Earlier, from 2010 to 2012, he served as the Executive Vice President
and Head of Clearing Services for Penson Financial Services, a global execution and clearing
firm with over $10.0 billion in assets. |
| Company | Website Copy Deck | 6 |
| |
From 2008 to 2010, Mr. McBey served as the interim CEO of Penson’s Canadian and United Kingdom subsidiaries. From 2002
to 2008, he served as the Chief Operating Officer and Director of Securities Lending for Southwest Securities, Inc., where he
previously served as the Senior Vice President, Compliance Officer, and Director of Internal Audit from 1998 to 2000. From 1997 to
1998, Mr. McBey served as the Senior Vice President, Senior Registered Option Principal, and Branch Manager of Principal Financial
Securities, Inc. From 1992 to 1997, he served as the Vice President and Manager of Audit and Compliance for Sutro & Company
Inc. From 1986 to 1992, he served as an Internal Auditor for Prudential-Bache Securities, Inc. Mr. McBey is graduate of York
University in Toronto, Ontario. |
| BODY: | Mr. Ridenhour has served as co-founder and Executive Vice President
of Business Development for Atlas FinTech Holdings Corp., a position that he has held since
2016. Since August 2022, he has also served as Chief Business Development Officer and
a director of AtlasClear and since February 2023 as Chairman and Chief Executive Officer
of New Pubco. He sits on the board of directors of Atlas FinTech Holdings. Mr. Ridenhour
is co-founder of AtlasBanc Holdings and EVP of Business Development, a position he has held
since 2012. Mr. Ridenhour was the Managing Director of Wealth Management for Anderen
Capital, a subsidiary of Anderen Financial, a FDIC-chartered financial institution and bank
holding company regulated by the Federal Reserve Board, respectively, from 2008 until the
acquisition of Anderen by First United Bank in 2012. Mr. Ridenhour has been securities
licensed with FINRA since 1994 and held various positions throughout his career including
acting in executive and principal capacities within brokerage firms. Mr. Ridenhour is
a graduate of the University of Florida. |
| BODY: | Mr. Schaible is the Chairman and Chief Executive Officer of Quantum,
a position that he has held since Quantum’s inception in October 2020. Mr. Schaible
is a co-founder of Atlas Bank, a Latin American domiciled bank, and, since 2010, has served
as its Vice Chairman. Mr. Schaible has also served as Chief Executive Officer of AtlasBanc
Holdings Corp. since 2012 and Atlas FinTech since 2016, each affiliates of Atlas Bank. Mr. Schaible
also co-founded Anderen Bank and was Chief Operating Officer of Anderen Financial, a FDIC-chartered
financial institution and bank holding company regulated by the Federal Reserve Board, respectively,
from 2007 until the acquisition of Anderen by First United Bank in 2012, each affiliates
of Atlas Bank. Mr. Schaible also founded and served as Chief Executive Officer of NexTrade,
which created an electronic communications network (ECN) in 1994 that was sold to Citigroup
in 2006. |
| Company | Website Copy Deck | 7 |
| |
Mr. Schaible has a degree in business management from Colorado State University. Mr. Schaible has also served on the
board of Colorado State University’s General Leadership Council and Center for Entrepreneurship. The Quantum Board selected Mr. Schaible
to serve as a director because of his financial technologies and financial services experience and knowledge. |
| BODY: | Mr. Carlson has served as a member of the Quantum Board since February 2021.
Since 2016, Mr. Carlson has served as Co-Chairman of Magellan Global, a financial services
holding company which owns Marco Polo Securities, Inc., for which he serves as Chairman,
Pi Capital International LLC, for which he serves as Managing Partner, and several other
early stage firms. Pi Capital, a global advisory firm headquartered in New York City, provides
capital raising, M&A advisory and general corporate advisory services to firms in the
financial institutions, renewable power generation, and real estate sectors around the globe.
Securities are offered through an affiliate, Marco Polo Securities, Inc. Marco Polo
Securities is a distribution platform enabling foreign financial services firms to market
their products in the United States and other select jurisdictions worldwide. Before founding
Pi Capital, Mr. Carlson was President and Head of Investment Banking at INTL FCStone
Financial Inc. from 2010 to 2016. Prior to that, Mr. Carlson was the founder, Chairman
and Chief Executive Officer of the Provident Group, a boutique investment banking firm providing
capital raising, M&A and other corporate finance advisory services to firms globally. |
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Provident Group was acquired by INTL in 2010. Prior to forming Provident in 1999, Mr. Carlson was a Managing Director at Lehman
Brothers holding various senior positions at the firm. Mr. Carlson began his career at Fannie Mae. Mr. Carlson graduated
with a BA in Economics from the University of Maryland and a Master’s Degree in Public Policy from the Kennedy School of Government
at Harvard University. |
| BODY: | Mr. Hammond has served as a member of the Quantum Board since February 2021.
Mr. Hammond was the President of ICE Clear U.S., a wholly owned clearing house of Intercontinental
Exchange, Inc. (NYSE: ICE) from 2007 until his retirement in 2017. In that role, Mr. Hammond
oversaw all technology, operations and financial functions at the clearing house. Prior to
joining ICE, Mr. Hammond was Managing Director, Trading Operations at the Chicago Board
of Trade (later the CME Group) where he played a leadership role in the successful transition
to the Common Clearing Link. Before joining the CME Group in 2003, for a 17-year period,
Mr. Hammond served as Chief Executive Officer, Executive Vice President and Chief Operating
Officer of the Board of Trade Clearing Corporation (BOTCC), where he successfully managed
the development and implementation of integrated over the counter (OTC) clearing systems. |
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Mr. Hammond currently serves as a board member of Atlas FinTech Holdings Corp. and Atlas Bank and, prior to his retirement
in 2017, served on the boards of the Financial Services Division and the Chicago Operations Division of the Futures Industry Association,
and participated in the Chicago Federal Reserve Bank’s Working Group on Financial Markets. Mr. Hammond earned a Bachelor
of Science degree in Business Administration from Lewis University in Romeoville, IL. |
| Company | Website Copy Deck | 8 |
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Quantum believes Mr. Hammond is well qualified to serve as a director due to his extensive financial services experience gained
over 37 years in different areas of the financial services industry. |
| BODY: | Mr. Patel has served as a member of the Quantum Board since October 2020.
Mr. Patel has been an attorney and corporate business consultant at Sandip I. Patel,
P.A., a law firm founded by Mr. Patel in 2000. Since 2017, Mr. Patel has also served
as Chief Legal Counsel of Channel Investments, LLC, a medical device company. Mr. Patel
has been involved in the formation, acquisition, development, growth, and liquidity events
related to companies in the healthcare, insurance and financial services fields. Mr. Patel
currently holds public and private investments in a wide range of industries with a focus
on medical devices, biotechnology, healthcare services and related technologies, as well
as FinTech and related services. Mr. Patel is also a co-founding stockholder of AtlasBanc,
and was a co-founding stockholder and board member of Anderen Bank. Mr. Patel was the
Founder, President and Chief Executive Officer of the Orion group of companies, a full-service
real estate development company. |
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Previously, Mr. Patel served as Head of the New Business Development and M&A team to national health insurance companies.
Mr. Patel oversaw all legal, regulatory and governmental affairs on behalf of WellCare, while serving as the General Counsel and
a partner in the company. Since September 2021, Mr. Patel has served as a director of Monterey Bio Acquisition Corporation,
a special purpose acquisition company (Nasdaq: MTRY). Mr. Patel received his JD degree from the Stetson University College of
Law, and a B.B.A in Finance from the University of Georgia. Quantum believes Mr. Patel is well qualified to serve as a director
due to his substantial experience with public and private investments in a wide range of industries, including the financial services
and technology industries, as well as his experience serving on the boards of financial services, insurance and other companies. |
| BODY: | Mr. Tabacchi is President and CEO of South Street Securities Holdings
Inc. In this role, 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.
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. |
| Company | Website Copy Deck | 9 |
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| BODY: | Effective upon the closing of the proposed Business Combination, the board
intends to establish an audit committee, a compensation committee and a nominating and corporate
governance committee, each of which are expected to have the composition and the responsibilities
described in the Form S-4. Each of these committees will operate under a written charter,
to be approved by our board of directors and effective upon the closing, that will satisfy
the applicable listing standards of the NYSE, copies of which will be made available on the
investor relations portion of our website. |
| HEAD: |
Our goal is to build a flexible and scalable technology platform. |
| BODY: | Unlike other companies that are beholden to legacy technology stacks –
and that may struggle to keep pace with rapidly evolving client and customer expectations
in an ever-increasing digital world – we anticipate our platform will be modern, nimble
and unencumbered. |
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We believe our technology platform and specialized clearing and banking services will be mission-critical to our clients, helping
them better navigate the complexities of investing infrastructure, collateral and capital requirements, and the complicated regulatory
landscape. |
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| HEAD: |
Our anticipated product offerings. |
| BODY: | We seek to offer clients the flexibility to choose from a variety of pre-built
suites that serve a wide range of business models. Once approved and fully integrated, we
expect to be a turnkey brokerage solution, offering highly configurable front office functions
for launching and running investing applications. |
| |
We expect that prospective clients who do not wish to build a complete user interface will be able to opt for our white label solutions.
These options are expected to complement our middle and back office offerings by ensuring smooth processes around risk management,
profit and loss, and account maintenance. |
| Company | Website Copy Deck | 10 |
| SUB: |
Back & Middle Office |
| BODY: | Our full technology stack is expected to automate back and middle office
processes that were previously manual paper-based process, creating a seamless and unified
experience for our prospective clients. |
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| SUB: |
Foreign Exchange Product Suite |
| BODY: | Expected to be end-to-end proprietary foreign exchange systems offering
foreign exchange price generation, smart liquidity aggregation, liquidity management, order
management capabilities, and risk management tools. |
| BUTTON: |
Learn More [Link to FX Product Suite] |
| SUB: |
Foreign Exchange Trading |
| BODY: | Designed with the intent to be a fully electronic, completely anonymous
central limit order book for foreign exchange (“FX”) options for institutional
clients. |
| BUTTON: |
Learn More [Link to FX Trading] |
| BODY: | Expected to be a real-time, advanced program for the analysis of bonds,
designed to improve the accuracy of underwriting fixed income instruments. |
| BUTTON: |
Learn More [Link to Bond Risk Analytics] |
| HEAD: |
End-to-end foreign exchange systems. |
| Company | Website Copy Deck | 11 |
| BODY: | RubiconFX is expected to be an end-to-end proprietary foreign exchange
product suite, offering foreign exchange (“FX”) price generation, smart liquidity
aggregation, liquidity management, order management capabilities, and risk management tools. |
| STAT: |
30 trading venues are currently integrated with RubiconFX |
| HEAD: | Complemented by our anticipated front end order management system and
trading application for the automated management of currency exchange. |
| HEAD: | Following the proposed Business Combination and anticipated acquisitions,
we expect to have the following capabilities: |
| SUB: |
Direct Trading Application |
| ▪ | Expected to be used in conjunction with AtlasFX, wherein clients
can send a market quote through RubiconFX and receive them through AtlasFX |
| ▪ | Expected to enable the execution of most types of transactions,
deliverable and non-deliverable, in the main global currencies, as well as the liquidation
of them in the market |
| SUB: |
Clearing & Settlement |
| ▪ | Expected to be used in conjunction with AtlasFX, which is expected
to enable clients to benefit from a high-level, highly scalable and transparent currency
exchange and clearing business execution platform |
| ▪ | Anticipate that liquidity and flow of orders can be routed
through the Rubicon FX proprietary system and ultimately to the client’s own back office
system |
| ▪ | Expected to enable clients to generate income at each stage
of the lifecycle — analysis, trading, clearing and settlement |
| ▪ | Expected to include a Risk Management Monitor used by banks
to manage collateral and trading risk via market-to-market pricing |
| ▪ | Expected to be used in conjunction with AtlasFX as a risk management,
margin, and back-office control system, giving clients the ability to control their exposure
to different markets and credit limitations |
| Company | Website Copy Deck | 12 |
| SUB: |
Rubicon RX Middle Office Services |
| ▪ | Expected to be deployed as a middle office function for the
foreign exchange clearing and settlement functionality |
| ▪ | Expected to manage and control quotes offered to customers
in real time |
| ▪ | Expected to administer orders created by clients and processes
the pairing of them |
| ▪ | Anticipate that it can be used in conjunction with other systems
to manage and monitor the exposure, risk, credit and margin used by each customer |
| HEAD: |
Digital foreign exchange trading. |
| BODY: | Currently, SURFACExchange is not operational. SURFACExchange is designed
with the intent to be a fully electronic, completely anonymous central limit order book for
foreign exchange (“FX”) options for institutional clients. |
We believe SURFACExchange can provide a multi-lateral trading
platform for over-the-counter foreign exchange (“FX”) trading (spot and options) – from order creation through settlement.
Specially designed for institutional traders, all stages of the option life cycle are expected to be handled electronically, including
expiration.
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| HEAD: | The goal of SURFACExchange is to make trading FX options more efficient
and accessible to customers. |
| HEAD: | Following the proposed Business Combination and anticipated acquisitions,
we expect to have the following benefits: |
| ▪ | Expected to use a central clearing model to help facilitate
anonymity |
| SUB: |
Accessible Liquidity |
| ▪ | Expected to make liquidity accessible to market participants,
allowing them to trade with any other market participant on the platform |
| ▪ | Expected to enable institutions to leverage different modules
of the platform in different businesses with minimal customization |
| Company | Website Copy Deck | 13 |
| SUB: |
Real-time Credit Management |
| ▪ | Expected to support real-time credit management |
| HEAD: |
Anticipate comprehensive bond risk analytics. |
| BODY: | BondQuantum is expected to be a real-time, advanced program for the analysis
of bonds. The system will be designed with the intent to improve the accuracy of underwriting
fixed income instruments by applying an up to the minute credit rating for fixed income securities.
It utilizes multiple sources of data underlying a bond to calculate a risk rating. |
__
| HEAD: | With the potential to be a unique, automated quantitative analytics tool,
it is expected to allow clients to efficiently analyze unrated securities. |
__
| SUB: |
Proprietary Advanced Algorithm Engine |
| ▪ | Expected to calculate scores and ratings using the most recent
fundamental historical, financial, local and global economic conditions and demographic data. |
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| HEAD: |
About AtlasClear Holdings. |
| BODY: | AtlasClear, Inc. (“AtlasClear”) and Quantum FinTech Acquisition
Corporation (“Quantum”) (NYSE: QFTA), previously announced a proposed business
combination between Calculator New Pubco, Inc., to be renamed AtlasClear Holdings, Inc.
(“AtlasClear Holdings”) and Quantum (the “Business Combination”)
that is expected to result in Atlas FinTech Holdings Corp. transferring its trading technology
assets to AtlasClear (“Atlas FinTech Technology Assets”) and the acquisition
by AtlasClear of Wilson-Davis & Co., Inc., a correspondent clearing broker-dealer
(“Wilson-Davis”). AtlasClear has also entered into a definitive agreement to
acquire Commercial Bancorp of Wyoming, a federal reserve member (“Commercial Bancorp”)
and plans to enter into a definitive agreement to acquire certain additional technology assets
from Pacsquare Technologies, LLC (the “Pacsquare Technology Assets”, and together
with the AtlasFinTech Technology Assets, the “Technology Assets”), following
consummation of the Business Combination. Click here for a link to the registration statement
on Form S-4 filed with the Securities and Exchange Commission on May 5, 2023 (the
“Form S-4”) for more information regarding the Business Combination. |
| Company | Website Copy Deck | 14 |
| |
As a result of these transactions, AtlasClear expects to acquire the capabilities to provide specialized banking and clearing services
to other financial services firms. There can be no assurance that any of the foregoing transactions will be completed as anticipated.
Even if AtlasClear is able to consummate the transactions, there can be no assurance that the combined company will achieve the anticipated
synergies and benefits of such transactions, that its service offerings will appeal to its target market of financial services firms,
generally with annual revenues up to $1 billion, or that it will achieve its anticipated financial results. If AtlasClear were not
able to complete one or more of the foregoing transactions, or if the combined company does not achieve the anticipated operational
and financial results, the value of your investment would be materially and adversely affected. |
| |
For additional risks related to the proposed Business Combination, you should also carefully consider the risk factors described
in “Risk Factors” section of the proxy statement/prospectus included in the Form S-4. |
| BUTTON: |
Our Goals [Link to About] |
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| SUB: |
S-4 Registration Statement |
| SUB: |
Investor Deck March 2023 |
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| HEAD: |
Get in touch with AtlasClear Holdings. |
| Company | Website Copy Deck | 15 |
| HEAD: |
Contact us for more information. |
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| SUB: |
Principal Executive Office |
| BODY: |
4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607 |
F.1 Footer
| Company | Website Copy Deck | 16 |
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 FinTech Acquisition
Corporation (“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 website 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 the preliminary proxy statement/prospectus and the amendments thereto and,
when available, 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, Inc. (“AtlasClear”), Wilson-Davis &
Co., Inc. (“WDCO”), Commercial Bancorp of Wyoming (“Commercial Bancorp”) and its subsidiary bank, Farmers
State Bank (“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
The content of this website shall not constitute
a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. The content of this website
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 Quantum 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 website 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 or 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 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.
Quantum FinTech Acquisit... (PK) (USOTC:QFTAW)
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