8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 4, 2021

QUANTUM FINTECH ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-40009	85-3286402
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4221 W. Boy Scout Blvd.,

Suite 300

Tampa, FL 33607

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (813) 257-9366

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one redeemable Warrant	QFTA.U	The New York Stock Exchange
Common Stock, par value $0.0001 per share	QFTA	The New York Stock Exchange
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50	QFTA WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01  Entry Into a Material Definitive Agreement.

Merger Agreement

On November 4, 2021, Quantum FinTech Acquisition Corporation (the “Company”), a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, TradeStation Group, Inc., a Florida corporation (“TradeStation”), and TSG Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of TradeStation (“Merger Sub”). The Merger Agreement was unanimously approved by the Company’s board of directors. If the Merger Agreement is approved by the Company’s stockholders, and the transactions contemplated by the Merger Agreement are consummated, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of TradeStation (the “Business Combination”).

Prior to the closing of the Business Combination (the “Closing”), TradeStation will undergo a pre-closing reorganization which will result in there being 163,898,232 shares of common stock of TradeStation (“TradeStation Common Stock”) issued and outstanding, all held by Monex Group, Inc. (“Monex”), the sole shareholder of TradeStation. At the Closing, Monex will retain 129,750,000 shares of TradeStation Common Stock and deliver 34,148,232 shares of TradeStation Common Stock to an escrow agent (the “Monex Earn Out Shares”). The Monex Earn Out Shares will be released to Monex upon certain milestones (based on the achievement of certain price targets of TradeStation Common Stock following the Closing). In the event such milestones are not met within five years of the Closing, the Monex Earn Out Shares will be automatically released to TradeStation for cancellation. In addition, at the Closing, certain Sponsors (as defined below) will deliver to the escrow agent an aggregate of 798,894 shares of TradeStation Common Stock that such Sponsors would otherwise receive as consideration in the Merger (the “Sponsor Earn Out Shares,” and together with the Monex Earn Out Shares, the “Earn Out Shares”). The Sponsor Earn Out Shares will be subject to the same milestones as the Monex Earn Out Shares. In the event such milestones are not met within five years of the Closing, the Sponsor Earn Out Shares will be automatically released to TradeStation for cancellation.

In connection with the Closing, (i) each share of the Company’s common stock (“Company Common Stock”) that (x) is held by Quantum Ventures LLC and Chardan Quantum LLC and the Company’s directors and officers (collectively, the “Sponsors”) after taking into effect the forfeitures described below or (y) was acquired pursuant to the Subscription Agreements (as further described below), will be converted into one share of TradeStation Common Stock, (ii) each share of Company Common Stock (other than the shares referred to in clause (i)) that is outstanding and has not been redeemed will be converted into a number of shares of TradeStation Common Stock equal to (A) the sum of (1) the number of public shares outstanding for which holders have not elected redemption as of immediately prior to the Closing and (2) 750,000 divided by (B) the number of public shares outstanding for which holders have not elected redemption immediately prior to the Closing.

Each outstanding warrant to purchase Company Common Stock (“Company Warrant”) will become a warrant to purchase TradeStation Common Stock, with each such warrant exercisable for the number of shares of TradeStation Common Stock the holder of the Company Warrant would have received in the Merger if it exercised the Company Warrant immediately prior to the Merger.

Conditions to Closing

The Closing is subject to certain customary conditions, including, among other things, (i) approval by the Company’s stockholders of the Merger Agreement, (ii) the effectiveness of a registration statement on Form S-4 by TradeStation relating to the Business Combination and containing a proxy statement of the Company and (iii) the approval for listing on The New York Stock Exchange of the shares of TradeStation Common Stock to be issued in the Merger. In addition, the Closing is subject to the condition that the Company has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Representations, Warranties and Covenants

The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature.

1

Termination

The Merger Agreement may be terminated by either TradeStation or the Company under certain circumstances, including, among others, (i) by written consent of both the Company and TradeStation, (ii) by either TradeStation or the Company if the Closing has not occurred on or before the 270^th day following the date of the Merger Agreement, (iii) by either TradeStation or the Company if the other party has materially breached their respective representations or covenants under the Merger Agreement and has not timely cured such breach, (iv) by TradeStation if the Company has held a stockholder meeting to approve the Business Combination and approval of the Business Combination has not been obtained by the requisite number of stockholders of the Company and (v) by the Company if (x) the consent from Monex (in its capacity as TradeStation’s sole shareholder) approving the adoption of TradeStation’s amended and restated articles of incorporation and the bylaws (the “A&R Charter and Bylaws”), and (y) the consent of TradeStation (in its capacity as Merger Sub’s sole stockholder) approving the Business Combination and related transactions, have not been obtained within three business days from the date of the Merger Agreement.

The Merger Agreement contains representations, warranties and covenants that the parties to the Merger Agreement made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, TradeStation or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement (other than as expressly provided for in the Merger Agreement), may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. 

Subscription Agreements

Additionally, the Company and TradeStation entered into subscription agreements (collectively, the “Subscription Agreements”), each dated as of November 4, 2021, with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of 11,500,000 shares of the Company’s common stock for $10.00 per share (the “Company PIPE Shares”), including 5,000,000 shares to Monex. The PIPE Investment will be consummated substantially concurrently with the Closing, subject to the terms and conditions contemplated by the Subscription Agreements. The Company PIPE Shares will be converted in the Merger into an equal number of shares of TradeStation Common Stock.

Subject to limitations described below, in the event that the Adjustment Period VWAP (as defined below) is less than $10.00 per share of TradeStation Common Stock (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing), each PIPE Investor, other than Monex, shall be entitled to receive from TradeStation a number of additional shares of TradeStation Common Stock equal to the product of (x) the number of Company PIPE Shares, excluding any Incentive Shares (as defined below) issued to such PIPE Investor at the Closing that such PIPE Investor holds through the Measurement Date (as defined below), multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing) minus the Adjustment Period VWAP, and (B) the denominator of which is the Adjustment Period VWAP (such additional shares, the “Additional Shares”).

If (i) at any time from the Closing through the Measurement Date, a PIPE Investor transfers the TradeStation Common Stock into which the Company PIPE Shares are converted, other than ordinary course of business pledges as part of prime brokerage or other similar financing arrangements permitted under the Subscription Agreements; or (ii) at any time from the Closing through the Measurement Date, the PIPE Investor or any person or entity acting on its behalf, at its direction or pursuant to any understanding with the PIPE Investor, directly or indirectly engages in any transaction in breach of the prohibition in the Subscription Agreement on “short sales”, the PIPE Investor will automatically forfeit the Additional Shares.

2

For purposes of the Subscription Agreements: (i) the “Adjustment Period VWAP” means the higher of (x) the lower of (A) the average of the VWAP of a share of TradeStation Common Stock, determined for each of the successive 60 Trading Days of the Adjustment Period (as defined below) and (B) the average of the VWAP of a share of TradeStation Common Stock determined for each of the successive 10 Trading Days ending on and including the last day of the Adjustment Period and (y) $6.50 (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing); (ii) the “Adjustment Period” means the 60 Trading Day period beginning on and including the Resale Shelf Effectiveness Date (as defined below); (iii) the “Measurement Date” means the last day of the Adjustment Period; (iv) “Trading Day” means any day on which (A) there is no VWAP Market Disruption Event (as defined below); and (B) trading in the Common Stock generally occurs on the applicable stock exchange on which the Company Shares are then listed (the “Stock Exchange”), or, if the TradeStation Common Stock is not then listed on the Stock Exchange, on the principal other market on which the TradeStation Common Stock is then traded. If the TradeStation Common Stock is not so listed or traded, then “Trading Day” means a business day; (v) “VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the Stock Exchange, or, if the TradeStation Common Stock is not then listed on the Stock Exchange, the principal other market on which the TradeStation Common Stock is then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than a one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the TradeStation Common Stock or in any options contracts or futures contracts relating to the TradeStation Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date; (vi) “VWAP” means, for any Trading Day, the per share volume weighted average price of the TradeStation Common Stock as displayed under the heading “Bloomberg VWAP” on the applicable Bloomberg page (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or, if such volume weighted average price is unavailable, the market value of one share of TradeStation Common Stock on such Trading Day, determined, using a volume weighted average price method, by a nationally recognized independent investment banking firm selected by the Company); and (vii) “Resale Shelf Effectiveness Date” means the date on which the resale registration statement registering the resale of the Company PIPE Shares is declared effective by the SEC. The VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

Monex will participate in the PIPE Investment and has agreed to purchase 5,000,000 Company PIPE Shares pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Investors; provided that it will not be entitled to receive any Additional Shares.

The Company will issue to any PIPE Investor, other than Monex, whose aggregate subscription amount for Company PIPE Shares is equal to or greater than $5 million, an additional number of Company PIPE Shares equal to 10.0% of such aggregate subscribed-for Committed Shares for no additional consideration (the “Incentive Shares”). No PIPE Investor will be entitled to receive any Additional Shares in respect of the Incentive Shares.

The issuance or sale of the shares of the Company’s common stock in connection with the Subscription Agreements has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). TradeStation will assume upon Closing the Company’s obligation to file, within 15 calendar days of Closing (the “Filing Deadline”), a registration statement registering the resale of such common stock and will use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) forty-five (45) calendar days (or ninety (90) calendar days if the SEC notifies the Company that it will “review” the registration statement) following the Filing Deadline and (ii) the third (3rd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.

Sponsor Support Agreement

In connection with the Company’s entrance into the Merger Agreement, it also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with TradeStation, Monex and the Sponsors, pursuant to which, among other things, the Sponsors will agree to vote any of the shares of Company Common Stock held by them in favor of the Business Combination and not to redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination. In addition, the Sponsors agreed not to transfer (i) their TradeStation Common Stock following the Closing, subject to certain exceptions, until the earlier of (A) (1) in the case of Quantum Ventures LLC, 12 months from Closing and (2) in the case of the Company’s directors and officers, 6 months from Closing and (B) subsequent to the Closing, the date on which the last reported sale price of TradeStation Common Stock exceeds $12.50 per share for 20 out of any 30 consecutive trading days and (ii) their TradeStation warrants following the Closing, subject to certain exceptions, until the earlier of (A) 30 days from Closing and (B) February 4, 2022.

3

In addition, certain of the Sponsors have agreed pursuant to the Support Agreement to forfeit 1,610,554 shares of Company Common Stock.

TradeStation Support Agreement

In connection with the Company’s entry into the Merger Agreement, the Company, TradeStation and Monex entered into a Company Support Agreement (the “TradeStation Support Agreement”), pursuant to which TradeStation agreed, among other things, to deliver a written consent approving the Business Combination and related transactions in its capacity as the sole stockholder of Merger Sub and Monex agreed, among other things, to approve TradeStation’s adoption of the A&R Charter and Bylaws in its capacity as the sole shareholder of TradeStation. In addition, Monex agreed not to transfer its TradeStation Common Stock following the closing, excluding the shares it will acquire in the PIPE Investment and subject to certain exceptions, until (i) for one-third of such TradeStation Common Stock, the earlier of (A) one year from Closing and (B) subsequent to the Closing, the date on which the last reported sale price of TradeStation Common Stock equals or exceeds $12.50 per share for 20 out of any 30 consecutive trading days, (ii) for one-third of such TradeStation Common Stock, the earlier of (A) two years from Closing and (B) subsequent to the Closing, the date on which the last reported sale price of TradeStation Common Stock equals or exceeds $15.00 per share for 20 out of any 30 consecutive trading days and (iii) for one-third of such TradeStation Common Stock, the earlier of (A) three years from Closing and (B) subsequent to the Closing, the date on which the last reported sale price of TradeStation Common Stock equals or exceeds $17.50 per share for 20 out of any 30 consecutive trading days.

Item 3.03. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Company Common Stock that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 7.01. Regulation FD Disclosure.

On November 4, 2021, the Company and TradeStation issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Attached as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation, dated November 2021, (the “Investor Presentation”) which has been used by the Company and TradeStation with respect to the Business Combination.

On November 4, 2021, the Company and TradeStation posted on the Company’s website and on TradeStation’s website an investor presentation webcast regarding the transaction, hosted by the management of the Company and TradeStation. A copy of the script of the investor presentation webcast is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.

 Additional Information and Where to Find It

In connection with the proposed Business Combination, TradeStation intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC with respect to TradeStation’s securities to be issued to the Company’s stockholders in connection with the proposed Business Combination, and Quantum intends to file a preliminary prospectus with the SEC to be used at the meeting of Quantum stockholders to approve the proposed Business Combination. After the Registration Statement has been declared effective, the Company will mail a definitive proxy statement, which will include a prospectus relating to the offer and sale of TradeStation Common Stock, and other relevant documents to its stockholders as of the record date established for voting on the proposed Business Combination. Company stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed Business Combination (the “Special Meeting”), because these documents will contain important information about the Company, TradeStation and the proposed Business Combination. When available, the definitive proxy statement/ prospectus will be mailed to Company stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting.

4

The Company’s stockholders may also obtain a copy of the proxy statement/prospectus, once available, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by the Company, without charge, at the SEC’s website located 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 IR@qftacorp.com.

Participants in Solicitation

The Company, TradeStation, and their respective directors and officers and certain investors may be deemed participants in the solicitation of proxies of the Company stockholders in connection with the proposed Business Combination. Company stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s registration statement on Form S-1 (File No. 333-252226), which was declared effective by the SEC on February 4, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the proposed Business Combination and other matters to be voted upon at its Special Meeting will be set forth in the proxy statement/prospectus for the proposed Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination will be included in the Registration Statement.

Forward-Looking Statements

This Current Report on Form 8-K contains, and certain oral statements made by representatives of the Company and TradeStation and their respective affiliates from time to time may contain, a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this Current Report on Form 8-K or such oral statements, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning TradeStation’s or the Company’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, TradeStation’s and the Company’s expectations with respect to the future performance of the combined company, including whether this proposed Business Combination will generate returns for stockholders, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business Combination.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside TradeStation’s or the Company’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed Business Combination contemplated thereby; (b) the inability to complete the proposed Business Combination, including due to the failure to obtain the requisite approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (c) the ability to meet the New York Stock Exchange’s listing standards following the consummation of the proposed Business Combination; (d) the failure of PIPE Investors to fund their commitments upon the closing of the proposed Business Combination; (e) the risk that the proposed Business Combination disrupts current plans and operations of TradeStation or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed Business Combination; (h) changes in applicable laws or regulations, including legal or regulatory developments which could result in the need for the Company to restate its historical financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of the Company’s securities and the attractiveness of the Business Combination to investors; (i) the possibility that TradeStation or the combined company may be adversely affected by other economic, business and/or competitive factors; and (j) other risks and uncertainties to be identified in the Registration Statement/proxy statement relating to the Business Combination, when available, and in other documents filed or to be filed with the SEC by the Company and TradeStation and available at the SEC’s website at www.sec.gov.

5

The Company and TradeStation caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither the Company nor TradeStation undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release, other than pursuant to applicable law.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the 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.

No Assurances

There can be no assurance that the proposed Business Combination will be completed, nor can there be any assurance, if the proposed Business Combination is completed, that the potential benefits of combining the companies will be realized.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Joint Press Release dated November 4, 2021.
99.2	Investor Presentation dated November 2021.
99.3	Investor Presentation Webcast Script dated November 4, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

6

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QUANTUM FINTECH ACQUISITION CORPORATION
	By:	/s/ John Schaible
		Name:	John Schaible
		Title:	Chief Executive Officer
Dated: November 4, 2021

7

EX-99.1

Exhibit 99.1

TradeStation Group To Become Public Company Through Business Combination

With Quantum FinTech

● Transaction aims to propel brand awareness of TradeStation’s online multi-asset trading platform and product offerings as a self-clearing online broker for the equities, options, futures and cryptocurrency self-directed investor markets

● $1.43 billion implied pro forma enterprise value at closing

● Fully committed $115 million PIPE investment by strategic and institutional investors led by Monex Group, Inc. and Galaxy Digital LP, $50 million each, and including XBTO Ventures, LLC and Appian Way Asset Management

● Significant sponsor and shareholder alignment, with 48% of sponsor-held shares to be converted to unvested performance-based earn-out shares or forfeited, and remaining sponsor-held shares subject to lock-up for up to one year

● 750,000 additional shares of common stock will be issued for no additional consideration pro rata to Quantum FinTech public shareholders that do not redeem

● TradeStation’s parent, Monex, 100% owner today, to retain all of its equity in TradeStation, and estimated to own approximately 80% of company at closing – Monex’s shares in TradeStation will be subject to lock-ups, some up to three years

PLANTATION, FL, November 4, 2021 – TradeStation Group, Inc. (“TradeStation”) and Quantum FinTech Acquisition Corporation (NYSE: QFTA), a special purpose acquisition company (“Quantum FinTech”), announced today that they have executed a definitive business combination agreement through which TradeStation will become a publicly traded, NYSE-listed company under the ticker symbol “TRDE.” The transaction is expected to close in the first half of 2022. Net proceeds from the transaction are intended to be used to help fund the company’s plans to accelerate account and revenue growth through substantially increased brand-awareness and performance-based marketing spend, as well as increased product development and IT headcount for completion of certain new product feature initiatives, and to add liquidity to support an anticipated larger customer base.

TradeStation’s management team, including John Bartleman, President, Chief Executive Officer and member of TradeStation’s Board of Directors, will continue to lead the company following completion of the transaction.

“This transaction is an exciting new chapter in the ongoing story of TradeStation as an innovator that supports traders and investors seeking to claim their financial edge,” Mr. Bartleman said. “In recent years our appeal has grown from seasoned active traders to include a new generation of traders and investors who are drawn to TradeStation’s powerful analytics and order-entry tools to help them identify opportunities, plot and test trading strategies and execute those strategies on a trusted, reliable and versatile platform. Throughout TradeStation’s history, we have grown by providing our clients with a multi-asset trading platform, innovative new products and rich educational content that builds confidence among seasoned and first-time investors alike.”

“There are numerous reasons why TradeStation is, in our judgment, the most attractive company we looked at in the fintech/financial services sector, and we looked at quite a few,” said John Schaible, Chairman and CEO of Quantum FinTech. “TradeStation owns its core trading platform technology, and it executes and clears its customer trades across all of the major asset classes it offers. This high level of control over both its technology and operations gives TradeStation valuable agility and flexibility in how it runs and grows its business, as well as the ability to scale efficiently. And, just as important, TradeStation has a seasoned and talented management team that is public-company ready and devotes significant focus and assigns a high priority to risk management, compliance, and financial and internal controls, which we deem an essential foundation for success, particularly when seeking to achieve accelerated account and revenue growth in a highly regulated environment.”

Self-directed traders and investors are drawn to TradeStation’s trusted, reliable and versatile platform for equities, options and futures, as well as for cryptocurrencies, which is enhanced by a deep and growing learning environment designed to build confidence among those new to investing and to hone the skills of seasoned traders. TradeStation’s technology is accessible on desktop, Web, mobile and via application programming interface (“API”) technology. TradeStation’s API technology creates opportunities for TradeStation brokerage customers to access TradeStation’s order execution, data and other brokerage services from third-party fintech platforms on which those customers have become comfortable, which creates another avenue for account growth. More than 70 third-party platforms have been connected to TradeStation’s brokerage environment through the TradeStation API.

TradeStation can, however, do more with its API technology than connect to third-party fintech investment analysis platforms. TradeStation’s API technology may also be used by other brokers, as well as by cryptocurrency exchanges, to make available to their customers TradeStation’s robust execution and clearing services across multiple asset classes. And there are other areas of opportunity with the TradeStation API, such as exposing and providing access to TradeStation’s online brokerage environment on other types of financial sites like wealth management platforms, neo-banks and payment service platforms.

2

Assuming no redemptions of any public shares of Quantum FinTech, the transaction will provide approximately $316 million of cash prior to payment of expenses, consisting of the contribution of approximately $201 million of cash held in Quantum FinTech’s trust account, and $115 million of additional capital through a private placement of common stock by Quantum FinTech (“PIPE”). The PIPE includes, as co-anchor investments, $50 million from Monex and $50 million from Galaxy Digital LP, which is affiliated with Galaxy Digital Holdings Ltd. (“Galaxy Digital”), one of the world’s leading technology-driven financial services and investment management firms that provides institutions and direct clients with a full suite of financial solutions spanning the digital assets ecosystem.

“TradeStation provides one of the most comprehensive cross-asset platforms purpose-built to serve and educate the increasingly sophisticated self-directed investor,” said Chris Ferraro, Co-President & CIO at Galaxy Digital. “As cryptocurrencies and digital assets become more ubiquitous in the average investor’s portfolio, Galaxy looks to partner with trusted and differentiated platforms like TradeStation, who we expect to rapidly grow its share of wallet in the market.”

Transaction Overview

The transaction values the combined company at an implied pro forma enterprise value of approximately $1.43 billion. The transaction has been approved by the boards of directors of both TradeStation and Quantum FinTech, as well as by Monex, TradeStation’s sole shareholder. The transaction is expected to close in the first half of 2022, subject to the satisfaction of customary closing conditions, including the approval of Quantum Fintech’s shareholders.

At closing, 48% of the shares held by Quantum Fintech’s sponsors will convert to unvested performance-based earn-out shares (798,894 shares) or be forfeited (1,610,554 shares).

The structure of the business combination involves a merger between a newly-formed subsidiary of TradeStation and Quantum FinTech, with Quantum FinTech surviving the merger and becoming a wholly-owned subsidiary of TradeStation. Quantum FinTech’s shareholders, including the PIPE investors, will receive shares in TradeStation in exchange for their Quantum FinTech shares. Each Quantum FinTech share held by the PIPE investors and the sponsors of Quantum FinTech will be exchanged for one common share of TradeStation. However, each holder of a Quantum FinTech public share that has elected not to redeem will receive more than one common share of TradeStation based on an exchange ratio formula supported by the issuance of an additional 750,000 shares of TradeStation common stock. More specifically, the holders of Quantum FinTech public shares will receive in exchange for each share they have elected not to redeem a number of shares of TradeStation common stock equal to (1) the sum of the total number of non-redeemed Quantum FinTech public shares and 750,000, divided by (2) the total number of non-redeemed Quantum FinTech public shares. Under this formula, if zero shares are redeemed each Quantum Fintech public share will be exchanged for 1.037 shares of TradeStation common stock and, as another example, if 90% of the Quantum public shares are redeemed each Quantum FinTech public share will be exchanged for 1.373 shares of TradeStation common stock.

3

Upon closing of the merger, each issued and outstanding Quantum FinTech warrant will become a warrant to receive the number of shares of TradeStation common stock that the warrant holder would have received if the holder had exercised such warrant immediately prior to the Transaction.

Assuming no redemptions of Quantum FinTech public shares, Monex will own approximately 80% of TradeStation at closing. All of Monex’s shares in TradeStation, excluding only the shares it will acquire in the PIPE, are subject to lockups: one-third until the earlier of the first anniversary of the closing and TradeStation achieving a $12.50 per share sustained stock price, one-third until the earlier of the second anniversary of closing and TradeStation achieving a $15.00 per share sustained stock price, and one-third until the earlier of the third anniversary of closing and TradeStation achieving a $17.50 per share sustained stock price. For purposes of the lock-ups, a sustained stock price means achieving the specified price per share or higher, on a last reported sale price basis, for 20 out of any 30 consecutive trading days. The lock-ups are subject to customary permitted transferee exceptions.

Each PIPE investor, other than Monex, that invests at least $5.0 million will receive additional shares of TradeStation common stock, for no additional consideration, equal to 10% of the shares it has committed to purchase at $10.00 per share. Additionally, all PIPE investors, other than Monex, will be entitled to receive for no additional consideration additional shares of TradeStation common stock if the volume weighted average price of TradeStation common stock is less than $10.00 per share during an agreed upon measurement period. This volume weighted average price for the measurement period (the “Adjustment Period VWAP”) will be the lower of the average of the volume weighted average price per share of TradeStation common stock for (1) the successive 60-trading-day period that begins on the effectiveness date of the resale shelf registration statement for the PIPE investors’ TradeStation shares and (2) the 10-day trading period which ends on the 60^th trading day of such period, subject to a floor of $6.50. The additional number of shares will equal the number of shares purchased by the PIPE investors (other than Monex) multiplied by a fraction, the numerator of which is the difference between $10.00 and the Adjustment Period VWAP and the denominator of which is the Adjustment Period VWAP.

4

Following the closing of the transaction, Monex will receive earn-out consideration equal to approximately 34.1 million shares and the sponsors of Quantum FinTech will receive earn-out consideration equal to 798,894 shares, in each case upon the following “triggering events”:

· prior to the 5th anniversary of the closing, if TradeStation achieves a $12.50 per sustained share stock price, 50% of the earn-out consideration is payable.

· prior to the 5th anniversary of the closing, if TradeStation achieves a $15.00 per share sustained stock price, the remaining 50% of the earn-out consideration is payable.

· prior to the 5th anniversary of the closing, if a change of control transaction occurs where the price paid is equal to or in excess of the applicable hurdle price, the applicable percentage of the earn-out consideration is payable.

For purposes of the earn-out, a sustained stock price means achieving the specified price per share or higher, on a volume weighted average price basis, for 20 out of any 30 consecutive trading days.

Additional information about the proposed transaction, including a copy of the business combination agreement and the investor presentation used for the PIPE, will be provided in a Current Report on Form 8-K to be filed by Quantum FinTech with the Securities and Exchange Commission (“SEC”), available at www.sec.gov.

Investor Presentation Webcast

An investor presentation webcast regarding the transaction, hosted by the management of TradeStation and Quantum FinTech, will be posted on TradeStation’s website at about.tradestation.com and on Quantum FinTech’s website at www.qftacorp.com/investor-relations on November 4, 2021.

Advisors

Simpson Thacher & Bartlett LLP is acting as legal advisor and BofA Securities is acting as sole financial advisor and capital markets advisor to TradeStation. Winston & Strawn LLP is acting as legal advisor and Piper Sandler & Co. is acting as financial advisor to Quantum FinTech. Piper Sandler is also acting as lead placement agent on the PIPE, and Latham & Watkins LLP is acting as placement agent counsel. 

5

About TradeStation Group, Inc.

TradeStation has, for decades, been a fintech pioneer in its support of self-directed traders and investors in their journeys to claim their financial edge. TradeStation provides award-winning trading and analysis platforms and self-clearing online brokerage services for stocks, ETFs, equity and index options, commodity and financial futures, futures options, and cryptocurrencies. These trading platforms are accessible on desktop, Web and mobile, as well as via API technologies which seamlessly provide access to TradeStation’s brokerage environment through third-party platforms. TradeStation’s offerings also include a deep and growing learning content designed to build confidence among those new to investing and hone the skills of seasoned traders.

TradeStation Securities, Inc. (Member NYSE, FINRA, SIPC, NSCC, DTC, OCC, NFA & CME) offers self-clearing equities, options, futures and futures options brokerage services as a licensed securities broker-dealer and futures commission merchant (FCM), and a member of major equities and futures exchanges in the United States. TradeStation Crypto, Inc. offers self-clearing cryptocurrency brokerage services under federal and state money services business, money-transmitter and similar registrations and licenses.

About Quantum Fintech

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.

Additional Information

In connection with the proposed business combination between TradeStation and Quantum FinTech, TradeStation intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC that will include a proxy statement/prospectus relating to the offer of the securities to be issued to Quantum FinTech stockholders, and Quantum FinTech intends to file a preliminary prospectus with the SEC to be used at the meeting of Quantum FinTech stockholders to approve the proposed business combination. Investors, security holders and other interested persons are advised to read, when available, the Registration Statement and proxy statement/prospectus and any amendments thereto, and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about TradeStation, Quantum FinTech and the proposed business combination. The definitive proxy statement/prospectus will be mailed to stockholders of Quantum FinTech as of a record date to be established for voting on the proposed business combination. Investors, security holders and other interested persons will also be able to obtain copies of the Registration Statement and other documents containing important information about the business combination and the parties to the business combination once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Quantum FinTech Acquisition Corp., 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607, Attention: Investor Relations or by email at IR@qftacorp.com.

6

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 TradeStation and Quantum FinTech’s current views with respect to, among other things, the future operations and financial performance of TradeStation, Quantum FinTech 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,” “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) the consummation of the transaction, (ii) the use of proceeds from the transaction and (iii) TradeStation and Quantum FinTech’s expectations as to various operational results and market conditions.

The forward-looking statements contained in this communication are based on the current expectations of TradeStation, Quantum FinTech and their respective management and are subject to risks and uncertainties. No assurance can be given that future developments affecting TradeStation, Quantum FinTech 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 TradeStation and Quantum FinTech. 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 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 FinTech’s public shareholders; failure to obtain the requisite approval of Quantum FinTech’s shareholders; failure to meet relevant listing standards in connection with the consummation of the transaction; the effect of the announcement or pendency of the transaction on TradeStation’s business; risks that the proposed transaction disrupts current plans and operations of TradeStation; 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 TradeStation and the combined company’s financial performance being materially incorrect predictions; changes in general economic or political conditions; changes in the markets that TradeStation targets or the combined company will target; slowdowns in securities or cryptocurrency trading or shifting demand for securities or cryptocurrency trading products; the impact of the ongoing COVID-19 pandemic; the evolving digital asset market, including the regulation thereof; possible regulations that further limit, or eliminate, the ability of TradeStation to accept payment for order flow or similar rebates; any change in laws applicable to Quantum FinTech or TradeStation or any regulatory or judicial interpretation thereof; and other factors, risks and uncertainties, including those under the heading “Risk Factors” in the investor presentation that is part of the Form 8-K to be filed today by Quantum FinTech, as well as 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 FinTech’s final prospectus relating to its initial public offering in February 2021 and its other filings with the SEC. TradeStation and Quantum FinTech caution that the foregoing list of factors is not exhaustive. Any forward-looking statement made in this communication speaks only as of the date of this communication. Plans, intentions or expectations disclosed in forward-looking statements may not be achieved and the recipient of this communication should not place undue reliance on such forward-looking statements. Neither TradeStation nor Quantum FinTech 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.

7

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 TradeStation nor Quantum FinTech 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.

Participants in the Solicitation

Quantum FinTech and TradeStation and their respective directors, executive officers and certain investors may be considered participants in the solicitation of proxies with respect to the proposed business combination described in this communication under the rules of the SEC. Information about the directors and executive officers of Quantum FinTech and their ownership is set forth in Quantum FinTech’s filings with the SEC, including its final prospectus relating to its initial public offering in February 2021. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Quantum FinTech shareholders in connection with the proposed business combination, including TradeStation’s directors and executive officers and certain investors, will be contained in the Registration Statement for the business combination when available.

No Offer or Solicitation

This communication does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of TradeStation, Quantum FinTech, the combined company or any of their respective affiliates. No offering 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, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication.

Contacts

Investors:

ir@tradestation.com

Media:

Madison Roberts

281-684-9857

madison.roberts@fleishman.com

8

EX-99.2

Exhibit 99.2

Empowering Traders to Claim Their Financial Edge Investor Presentation November 2021

About this Presentation This presentation relates to a proposed business combination (the “Business Combination”) between TradeStation Group, Inc. (the “Company”) and Quantum FinTech Acquisition Corporation (“Quantum”). The information contained herein does not purport to be all - inclusive and none of the Company, Quantum or their respective directors, officers, stockholders, affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation or anyother written or oral communication communicated to the recipient of this presentation in the course of their evaluation of the Company or Quantum. The information contained herein is preliminary and subject to change and such changes maybe material. This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to anysecurities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, anysecurities of the Company, Quantum, the combined company or anyof their respective affiliates. No offering of securities shall be made except bymeans of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or an exemptiontherefrom, nor shall anysale of securities in anystates or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification underthe securities laws of anysuch jurisdiction be effected. No securities commission or securities regulatory authority in the United States or anyotherjurisdiction has in anywaypassed upon the merits of the Business Combination or the accuracy or adequacy of this presentation. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and taxand financial advisors as to legal and related matters concerning the matters described herein, and, byaccepting this presentation, you co nfirm that you are not relying upon the information contained herein to make anydecision. Important Information About the Business Combination and Where to Find It In connection with the proposed Business Combination between the Company and Quantum, the Company intends to file a registration statement on Form S - 4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that will include a proxy statement / prospectus and certain other related documents, to be used at the meeting of Quantum stockholders to approve the proposed Business Combination. Investors, security holders and otherinterested persons are advised to read, when available, the Registration Statement and proxy statement / prospectus and anyamendments thereto, and other relevant documents that will be filed with the SEC carefully and in their entirety when theybecome available because theywill contain important information about the Company, Quantum and the proposed Business Combination. The definitive proxy statement / prospectus will be mailed to stockholders of Quantum as of a record date to be established for voting on the prop osed Business Combination. Investors, security holders and otherinterested persons will also be able to obtain copies of the Registration Statement and other documents containing important information about the Business Combination and the parties to the Business Combination once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or bydirecting a request to: Quantum FinTech Acquisition Corp., 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607, Attenti on: Investor Relations or byemail at IR@qftacorp.com. Participants in the Solicitation Quantum and the Company, their respective directors and executive officers and certain investors maybe considered participants in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. Information about the directors and executive officers of Quantum and their ownership is set forth in Quantum’s filings with the SEC, including its final prospectus relating to its initial publicoffering in February 2021, which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Quantum shareholders in connection with the proposed Business Combination, including the Company’s directors and executive officers and certain investors, will be contained in the Registration Statement for the Business Combination when available. Forward - Looking Statements This presentation includes forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , as amended, that reflect the Company and Quantum’s current views with respect to, among other things, the future operations and financial performance of the Company, Quantum and the combined company. Forward - looking statements in this presentation maybe identified bythe use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “trends,” “will,” “would” and similar terms and phrases. Forward - looking statements contained in this presentation include, but are not limited to, statements as to (i) account growth rates and total accounts, (ii) marketing and product / IT development costs, (iii) trading volumes, (iv) revenue, including trading - related revenue byproduct, (v) market growth, (vi) planned strategic initiatives and other plans to try to accelerate account growth and revenue, (vii) payback periods and account acquisition costs, (viii) customer assets, (ix) Adjusted EBITDA, (x) the expected timing, completion and effects of the Busin essCombination, (xi) the Company’s present and future plans for its businessand operations, and (xii) the Company’s expectations as to market results and conditions. The forward - looking statements contained in this presentation are based on the current expectations of the Company, Quantum and their respective management and are subject to risks and uncertainties. Disclaimers 1

Forward - Looking Statements (Cont.) No assurance can be given that future developments affecting the Company, Quantum or the combined company will be those that are anticipated. Actual results maydiffer 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 the Company and Quantum. Should one or more of these risks or uncertainties materialize, or should anyof the assumptions prove incorrect, actual results mayvary in material respects fro m those projected in these forward - looking statements. Factors that could cause actual results to di f er mayemerge 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 Business Combination may not be completed in a timely manner or at all; the failure to obtain financing for the Business Combination or meet other closing conditions; the occurrence of anyevent, change or other circumstances that could give rise to the termination of the definitive agreement in respect of the Business Combination; failure to achieve sufficient cash available (taking into account all available financing sources) following any redemptions of Quantum’s public shareholders; failure to obtain the requisite approval of Quantum’s shareholders; failure to meet relevant listing standards in connection with the consummation of the Business Combination; the effect of the announcement or pendencyof the Business Combination on the Company’s business; risks that the proposed Business Combination disrupts current plans and operations of the Company; failure to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the abilityof the combined entityto maintain relationships with customers and suppliers and strategic alliance third parties and retain its management and key employees; potential litigation relating to the proposed Business Combination; changes to the proposed structure of the Business Combination that maybe required or appropriate as a result of the announcement and execution of the Business Combination; unexpected costs and expenses related to the Business Combination; estimates of the Company and the combined company’s financial performance being materially incorrect predictions; changes in general economic or political conditions; changes in the markets that the Company targets or the combined company will target; slowdowns in securities or cryptocurrency trading or shifting demand for security or crypto currency trading products; the impact of the ongoing COVID - 19 pandemic; the evolving digital asset market, including the regulation thereof; possible regulations that further limit, or eliminate, the abilityof the Companyto accept payment for order flow or similar rebates; any change in laws applicable to Quantum or the Companyor any regulatory or judicial interpretation thereof; risks related to data security and privacy; changes in accounting principles and guidelines and the abilityof the Company and the combined company to maintain effective internal controls over financial reporting and other factors, risks and uncertainties set forth in the Appendix to this presentation . Quantum and the Company caution that the foregoing list of factors is not exhaustive. Anyforward - looking statement made in this presentation speaks onlyas of the date of this presentation. Plans, intentions or expectations disclosed in forward - looking statements may not be achieved and the recipient of this presentation should not place undue reliance on such forward - looking statements. Neither the Company nor Quantum undertake anyobligation to update, revise or review anyforward - looking statement, whetheras a result of new information, future developments or otherwise, except as maybe required byanyapplicable securities laws. Financial Information This presentation contains financial forecasts for the Company and the combined company with respect to certain financial results. Neitherthe Company’s nor Quantum’s respective independent auditors have audited, studied, reviewed, compiled or performed anyprocedures with respect to these projections for the purpose of their inclusion in this presentation, and none of the Company, Quantum or their respective auditors express any opinion or provide anyotherform of assurance with respect thereto for the purpose of this presentation. These projections are forward - looking statements and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of this projected information has been provided for purposes of comparisons with historical data. Further, the assumptions and estimates underlying this prospective information are inherently uncertain and are subject to a wider variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differmateriallyfrom those contained in such prospective information. Accordingly, there can be no assurance that this prospective information is indicative of the future performance of the Company, Quantum or the combined company or that actual results will not differ materially from those presented in this prospective information. Inclusion of this prospective information in this presentation should not be regarded as any representation or warranty byanyperson that the results contained in such prospective information will be achieved. Further, the financial information and data contained herein in respect of the Company have been prepared on the basis of a fiscal year ending on March 31 of each year, for example fiscal year ended 2020 ended on March 31, 2020 and fiscal year ended 2021 ended on March 31, 2021, and as such maynot be comparable with the financial information and data of other companies, including competitors, who do not use the same fiscal year end. Certain amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain other amounts that appearin this presentation may not sum due to rounding. Disclaimers (Cont.) 2

Non - GAAP Information This presentation includes non - GAAP financial measures, including Adjusted EBITDA and Adjusted Pre - tax Income (Loss). Adjusted EBITDA represents net income (loss) attributable to the Company before net interest expense, income taxprovision (benefit), depreciation and amortization, and excludes certain other expenses or items, including swap fairvalue gains (losses), severance expenses, write - offs, certain contractual settlements and cryptocurrency timing gains and losses. Adjusted Pre - tax Income (loss) represents net income (loss) attributable to the Company before income taxprovision (benefit), and certain expenses and other items, including swap fair value gains (losses), severance expenses, write - offs, certain contractual settlements and cryptocurrency timing gains and losses. The Company believes these non - GAAP measures of financial results provide useful information to management and investors regarding the Company’s liquidity, financial condition and results of operations as wellas regarding period - over - period performance of the same. The Company does not consider these non - GAAP measures in isolation or as an alternative to liquidityor financial measures determined in accordance with GAAP. A limitation of these non - GAAP financial measures is that theyexclude significant items that are required by GAAP to be recorded in the Company’s financial statements. In addition, theyare subject to inherent limitations as they reflect the exercise of judgments bymanagement about which items are excluded or included in determining these non - GAAP financial measures and therefore the basis of presentation for these measures maynot be comparable to similarly - titled measures used byother companies. You should review the Company’s audited financial statements, and not rely on anysingle financial measure to evaluate the Company’s business. This presentation also includes certain projections of non - GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, togetherwith some of the excluded information not being ascertainable or accessible, the Companyis unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included. Industry and Market Data In this presentation, the Company and Quantum rely on and refer to certain information and statistics obtained from third - partysources which theybelieve to be reliable. However, neither the Company nor Quantum has independentlyverified the accuracy or completeness of anysuch third - party information. The recipient is cautioned not to give undue weight to such industry and market data. Trademarks, Trade Names and Service Marks This presentation includes trademarks, trade names and service marks that are the property of their respective owners, and are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this presentation (such as “TradeStation,” a registered trademark of the Company) mayappearwithout the ®, TMor SM symbols, but such references are not intended to indicate, in anyway, that the Company or Quantum will not assert, to the fullest extent under applicable law, rights or the right of the applicable licensor to these trademarks, trade names and service marks. This presentation mayalso contain trademarks, trade names and service marks of other parties, and neither the Company nor Quantum intends the use or display of other parties’ trademarks, trade names or service marks to imply, and such use or displayshould not be construed to imply, a relationship with, or endorsement or sponsorship of, these otherparties. Disclaimers (Cont.) 3

4 Today’s Presenters John Schaible Chairman & CEO, Quantum John Bartleman President & CEO and Member of the Board, TradeStation Greg Vance Chief Financial Officer & Treasurer, TradeStation ▪ President and CEO of TradeStation and member of board of directors. Prior to this role Mr. Bartleman servedin numerous senior roles within TradeStation and as a research systems analyst for Franklin Templeton. ▪ Chairman and CEO of Quantum. Prior to co - founding Quantum Ventures, Quantum’s Sponsor, Mr. Schaible co - founded Atlas Bank, Anderson Bank, NexTrade and Matchbook Fx. ▪ CFO and Treasurer of TradeStation. Prior to this role Mr. Vance servedin numerous senior roles at FIS and SunGard in the asset management, wealth management and institutional brokerage businesses.

Table of Contents I. Investment Highlights II. Transaction Overview III. Investment Opportunity IV. Growth Accelerators V. Financial & Valuation Overview VI. Appendix

I. Investment Highlights

7 Quantum FinTech Acquisition Corporation and TradeStation ▪ Quantum FinTech Acquisition Corporation is a blank check company operated and managed by a team of successful financial technology (“FinTech”) entrepreneurs that have founded, built and monetized FinTech companies in banking, trading, exchange operations, clearing, custody, settlement and other financial services businesses Quantum O v e rv i ew Experienced FinTech ▪ Leadership Team Members of the Quantum management team have successfully secured approvals to operate de novo banks, correspondent clearing broker - dealers, broker - dealers, alternative trading systems, foreign banks and Electronic Communication Networks (ECNs) ▪ Best - in - Class Management ▪ High Growth Business ▪ Meaningful Scale, Material Differentiation ▪ Excellent Platform for New Product Distribution ▪ Capital Inflection Point ▪ Superior and Scalable Risk Management TradeStation is an ideal partner for Quantum FinTech, meeting key acquisition criteria: ▪ Proprietary technology and vertical integration of the trading value chain drive superior scalability ▪ Differentiated product suite with solutions suited to both first - time investors and experienced traders ▪ Growing in - house investor education and social platforms drive customer engagement ▪ Application Programming Interface (“API”) channels for scalable third - party revenue streams Well - positioned for market growth:

$219 $349 FYE 3/31/22E FYE 3/31/23E FYE 3/31/24E Investment Highlights – Transaction Rationale TradeStation is a FinTech Pioneer in Online Trading for the Self - Directed Investor 8          • Positioned to Capitalize on Large Addressable Market Opportunity TradeStation targets individual investors who are looking for better trading technology and tools to achieve their goals and for more choices of what they can trade Multi - asset online broker – stocks, ETFs, options, futures and crypto Disruptive, fast - growing crypto brokerage offering Trusted brand name and FinTech heritage • Strong Operations and Public Company Ready Seasoned and sophisticated senior management team Solid in - house legal, compliance, enterprise risk management, internal audit, finance and accounting and information security departments Self clears all asset classes and directly connects to exchanges, market makers and liquidity providers • Committed Owners Monex, 100% owner today, not selling any shares – rolling 100% of its equity Monex also to subscribe for $50mm of PIPE Over 80% of shares post - closing subject to lock - up, some up to 3 years (1) • Attractive Valuation  Pricing compared to peer group (2) creates attractive value proposition Customer Assets $~10bn $ ~ 24 b n For FYE 3/31/24E Customer Accounts 145k + As of 3/31/21 927k+ For FYE 3/31/24E Strong Revenue Performance Projected ($ in millions) $518 Note: This page contains forward - looking statements that reflect TradeStation’s assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix for various relevant assumptions. Actual results may differ materially from those contained in any forward - looking statements. (1) Monex lock - up: one - third of shares until earlier of 12 months and sustained $12.50 stock price; one - third until earlier of 24 months and sustained $15.00 stock price; and one - third until earlier of 36 months and sustained $17.50 stock price (lockup does not apply to any shares acquired by Monex in the PIPE). Sponsor lock - up: until earlier of 12 months and sustained $12.50 stock price. Sustained stock price means specified price (or higher) is last reported sale price for 20 out of any 30 consecutive trading days. Lock - ups subject to customary permitted transferee exceptions. (2) Peers selected include Apex Clearing, Charles Schwab, Coinbase, eToro, Interactive Brokers, MoneyLion, Robinhood, SoFi and XP, Inc. See page 33 for peer group analysis.

The self - directed investor market in the U.S. is growing at a mid - teens annual rate (1) In addition to serving the US, TradeStation taps international markets, with ~20% of accounts held by non - U.S. customers (4) 9 Positioned to Capture Larger Share of Expanding Total Addressable Market (1) Estimated 2020 market size per Celent, Ashley Longabaugh, The 2020 Self - Directed Investor and Brokerage Market (July 2020). (2) Estimated 2020 market size per Celent, Ashley Longabaugh, Retail Brokerage Market Overview (April 2021). (3) “Activ e Traders” is defined as traders who make more than 10 trades per month. “Active Investors” is defined as individuals who trade more often than traditional investors, roughly 3 – 10 trades per month. “Traditional Investors” is defined as long - term investors with inf requent trading activity. (4) As of June 30, 2021. Total U . S . Tr a d i t i o n a l I n v e s t or s ( 3 ) Total US Active I n v e s t or s ( 3 ) Total U.S. Self - Directed Investors 6mm (1)(2) Total US Active Tr a d e r s ( 3 ) 28mm (2) 28mm (2) 63mm (1) 2018 - 2021E US Self - Directed Investor CAGR: ~16% (2)

II. Transaction Overview

81 . 5 % Pr o - For m a O w ne r s hi p ( 3 ) ( 4 )( 5 ) ( 6 )( 8 ) Over 80% of shares post - closing subject to lo c k - up, so m e up to 3 y e ar s ( 7 ) 1.6% 12.6% 4.3% Ind i ca t ive So u rc e s and Us e s ($ m m ) ( 3 ) Sources SPAC Trust Funds Third - Party PIPE Monex PIPE TradeStation Rollover Equity (Monex) T otal So u rc e s Uses TradeStation Shareholder Rollover (Monex) Cash to Balance Sheet / Primary Proceeds Estimated Transaction Expenses T otal Us e s $1,298 271 (4) 45 $ 1,614 Does not include 798,894 shares in aggregate that will be subject to certain earn - out conditions or 1,610,554 shares that Sponsor will forfeit at the closing. See Note 2 above for details regarding such earn - out conditions. Monex Group lock - up: one - third of shares until earlier of 12 months and sustained $12.50 last reported sale price; one - (1) Comprised of $1,298mm pre - money equity value and net debt as of 6/30/21 of $45mm, comprised of total debt of $228mm and cash of $118mm (and excluding $65mm of firm assets available related to the crypto lending business which are funded with Monex loans). The enterprise value is not subject to any adjustment for changes in net debt. (2) Represents estimated amount, when combined with projected cash from operations, needed to cover increased marketing spend and headcount over the three - year period ending March 31, 2024. (3) Assumes $10 per share, excluding incentive shares (see footnote 4 and 8), no post - closing change of control and does(8) not include impact of dilution from warrants. In addition, does not include equity plans or compensation. (4) Includes 750,000 shares distributed to non - redeeming public shareholders and assumes no shareholder redemptions. (5) Does not include an additional 34.1mm shares in aggregate that could be issued to Monex if certain earn - out conditions are met. See Note 2 above for detail regarding such earn - out conditions. 1 1 ( 6 ) (7) third until earlier of 24 months and sustained $15.00 last reported sale price; and one - third until earlier of 36 months and sustained $17.50 last reported sale price. Monex’s PIPE shares are not subject to this lock - up. Sponsor lock - up: until earlier of 12 months and sustained $12.50 last reported sale price. Lock - ups subject to customary permitted transferee exceptions. With respect to any stock price, sustained means specified price (or higher) is the price for 20 out of any 30 consecutive trading days. Does not include shares potentially issued to non - Monex PIPE investors pursuant to a make - whole provision, whereby the investor will be issued additional shares such that they are made whole on the dollar amount of their original investment based on the lower of the 10 - day VWAP ending on the 60 th trading day following the effectiveness of the resale resignation statement and the VWAP for such 60 trading day period, if either is less than $10.00, with a floor of $6.50. (9) Third - party PIPE investors committing $5mm or more to receive 10% of their commitment as incremental incentive shares (assumed to be 650,000 incremental incentive shares). SPAC Sponsor Shares (6) $20 1 ( 4 ) 65 50 1,298 $1,614 Existing TradeStation Shareholder (Monex) (5)(8) Third - Party PIPE Investment (8)(9) SPAC Public Shareholders (4) T r a n s a c t i o n Structure ▪ TradeStation Newco Sub to merge with Quantum (NYSE : QFTA) ; Quantum to become a wholly - owned subsidiary of TradeStation, and TradeStation to b e c o m e a pub li c l y - t r a d ed c o m p a n y Valuation ▪ Pre - money enterprise value ascribed to TradeStation of approximately $1.34bn (1) Uses ▪ M a r k et i n g & H e a d c o un t: $8 0 - 100 mm ( 2 ) ▪ Liquidity & Working Capital: $160 - 200mm Note 1: This page contains forward - looking statements. Please refer to page 2 for disclosures regarding forward - looking statements. Note 2: The earn - out conditions relating to Monex and SPAC Sponsor shares described in the footnotes below allow vesting of 50% of the shares subject to earn out upon a sustained VWAP (see footnote 7 for a definition of sustained) of $12.50 and vesting of the remaining 50% of such shares upon a sustained VWAP of $15.00, in each case over a five - year period. In the event that these earn - out conditions are not met within such five - year period, the right to receive such shares will be forfeited. See T r an s a c t i o n O v e r v i e w i n A p p en d i x Transaction Summary

III. Investment Opportunity

Efficient Account Acquisition Engine Primedfor Significant Marketing ROI Award - Winning Suite of Trader and Investor Products 1 2 Expanding Customer Base of Experienced and New Traders 5 Well - Defined Marketing Strategy 4 Differentiated Positioningin the Market 3 13 TradeStation is Well - Positioned to Benefit from Growth Opportunities

Product Suite Caters to a Broad Spectrum of Self - Directed Investors …to self - directed retail investors looking for simplicity and ease of use From highly active full - time traders requiring advanced charting and trading functionality… TradeStation 10 Desktop Platform Advanced stocks, futures and options trading platform with powerful tools to help traderstest, optimize, monitor andautomate custom trading strategies TradeStation Mobile & Mobile Apps Stocks, futures, optionsand cryptotrading on - the - go OptionStation Pro Options analytics trading platform designed for stock and index options traders TradingView (API Integration) Stocks, ETFs, futuresand crypto trading by accessing TradeStation directly from the TradingView community Active Trading – “Best in Class,” 11th Year in a Row Platform & Tools – “Best in Class,” 10th Year in a Row Options Trading – “Best in Class,” 9th Year in a Row Futures Trading – “Best in Class,” 2nd Year in a Row 14 TradeStation Crypto Wins Inaugural “#1 Crypto Technology” – 2021 Note: The TradingView screen is owned by TradingView. TradingView is not a TradeStation company or affiliate. See page 26 for more detail regarding TradeStation’s strategic alliances.

Expanding Customer Base TradeStation is a go - to platform for active individual traders looking for an edge Newcomer growth accelerated during COVID  Average age: 49 yearsold  $710K average net worth  $39K average balance at TradeStation  Average age: 27 yearsold  11 - month average account tenure  $144K average net worth  $9K average balance at TradeStation  Attracted to mobile products and social platforms  Heavy desktop platform use  31 - month average account tenure Baby Boomer / Gen - X (Born 1946 - 1980) Millennials / Gen - Z (Born after 1980) Baby Boomer / Gen X (Born 1946 - 1980) Millennials / Gen - Z (Born after 1980) Customer Age Mix As a % of total customers 95% 86% 5% 14% As of March 31, 2019 As of June 30, 2021 15 Source : Based on client onboarding information and other company data. Data as of June 30, 2021.

Cryptocurrency Trading Legacy B r o k e r s Traditional Investors, Traders, Advisors Challenger Crypto Brokers Exchanges Beginner Investors& Traders Crypto Investors & Traders Self - Clears Stocks, Options, and Futures Strategy Back - Testing & Automation Advanced, Multi - Asset API Technology Education & Social Community Uniquely Positioned to Win TradeStation seeks to capture traders and activeinvestors from legacy and challenger brokers and can be a bridge to the traditional asset classes for new crypto traders 16

Strong Track Record of Growing Customer Accounts Average Active Accounts (1) (in thousands) (1) “Active Account” means one with a positive balance. Prior to April 1, 2020 a different definition was used for reporting this a ccount metric, but this chart uses the current “positive balance” definition for all periods. Q 2 Q3 FYE 3/31/21 Q 2 Q3 FYE 3/31/20 Q 2 Q3 FYE 3/31/19 Q 2 Q3 FYE 3/31/18 70 73 76 79 83 88 92 95 98 102 113 103 104 122 129 138 Q1 Q4 Q1 Q4 Q1 Q4 Q1 Q4 ▪ Brand Refresh ▪ Simplified Pricing ▪ TradeStation 10 ▪ Web API ▪ Fully Paid Lending ▪ Account Opening Process Redesign ▪ Commission Free Trading ▪ TradeStation Crypto ▪ YouCanTrade ▪ New Futures Options Platform ▪ TradingView Alliance ▪ New TradeStation.com Website ▪ Real - time Account Funding ▪ Data - Driven Marketing Mix ▪ Crypto API ▪ Crypto Added to TradingView 17 152 Q1 FYE 3/31/22

5 ,6 0 3 2 9 6 FQ 1 ' 1 8 FQ 2 ' 1 8 FQ 3 ' 1 8 FQ 4 ' 1 8 FQ 1 ' 1 9 FQ2'19 FQ 3 ' 1 9 FQ 4 ' 1 9 FQ 1 ' 2 0 FQ 2 ' 2 0 FQ 3 ' 2 0 FQ 4 ' 2 0 FQ 1 ' 2 1 FQ 2 ' 2 1 FQ 3 ' 2 1 FQ 4 ' 2 1 FQ 1 ' 2 2 Efficient Account Acquisition Engine… (1) “Account Acquisition Cost,” for a given period, is marketing expense for the period divided by new accounts opened during such period. An account is not considered acquired until it is funded. Account Acquisition Cost is expected to increase to $335 f or f iscal year ending March 31, 2022 and then level off and begin to decrease in f iscal year ending March 31, 2023 as a result of TradeStation’s planned substantial increases in marketing spend over the next 2 to 3 y ears. See slide 29 for additional details. Please see pages 1 – 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix for various relevant assumptions. (2) “Lif etime Value” means the average total revenue generated per customer account for the expected life of an account for t he FYE18 - FYE21 customer cohorts. Approximately 76% of such revenue is estimated to be received within the first five years f ollowing opening of the account. (3) The Account Acquisition Cost used for purposes of this calculation reflects the average Account Acquisition Cost for each of the quarters in the period FYE18 - FYE21, which was $296. 18 $462 Decreasing Account Acquisition Cost (1) Increasing Gross New Account Additions Lifetime Value (LTV) (2) = $3,206 LTV/Account Acquisition Cost (3) = 10.8 22 , 293 $257

…But Historically Under - Invested in Marketing $40 to $50 $17 $391 $298 $229 $214 Total Marketing Spend Source: Public filings for TD Ameritrade, Charles Schwab and E - Trade: July 2019 – June 2020. eToro data: CY 2020. Interactive Brokers data: April 2021. TradeStation data: FYE 3/31/21. 19 ($ in millions)

Demonstrated Ability to Acquire Valuable Customers $124 $38 $10 $17 $23 $16 7.2x projected 7 - year return $80 $15 $19 $17 $25 $19 $37 $19 $31 $17 FYE 3/31/18 Cohort FYE 3/31/19 Cohort FYE 3/31/20 Cohort FYE 3/31/21 Cohort $ 1 1 $ 1 1 $ 1 1 8 - month payback (1) 7 - month payback (1) 7 - month payback (1) 5 - month p a y b a c k ( 1 ) 7.2x projected 6 - year return $80 7.8x projected 5 - year return $87 9.3x projected 4 - year return $163 Marketing Spend 2021 2018 FYE 3/31, Actual Cohort Revenue 2019 2020 Projected Cohort Revenue FYE 3/31/22 – 3/31/24 Note : Cohort represents new accounts acquired in a particular year. “Revenue” is defined as trading - related revenue plus net interest income generated by active accounts of cohort for relevant period. This page contains forward - looking statements that reflect TradeStation’s assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix for various relevant assumptions. Actual results may dif f er materially from those contained in any forward - looking statements. (1) The pay back period equals the number of months required to generate sufficient revenue to equal or exceed the marketing expenditures in respect of such account cohort. 20 ($ in millions)

Note : Cohort represents new accounts acquired in a particular year. “Revenue” is defined as trading - related revenue plus net interest income generated by active accounts of cohort for relevant period. This page contains forward - looking statements that reflect assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and f orward - looking statements and the Appendix for various relevant assumptions. Actual results may differ materially (1) The pay back period equals the number of months required to generate sufficient revenue to equal or exceed the marketing expenditures in respect of such account cohort. 21 f rom those contained in any forward - looking statements. $11 FYE 3/31/18 Cohort FYE 3/31/21 Cohort FYE 3/31/22 Cohort FYE 3/31/23 Cohort FYE 3/31/24 Cohort $11 FYE 3/31/19 Cohort $11 FYE 3/31/20 Cohort $17 $58 $108 $147 8 - month payback 7 - month payback 5 - month payback $38 Marketing Spend Year 1 Cohort Revenue Projected Year 1 Cohort Revenue 12 - month payback 11 - month payback $121 12 - month payback $16 $19 $19 $57 $149 ($ in millions) Plan to Significantly Increase Marketing Investment The Company estimates an 11 – 12 month payback period (1) for future cohorts and, based on trends shown by the recent cohorts, the Company estimates 6 – 7x returns on marketing spend within 7 years or less 7 - month payback

22 Note : This page contains forward - looking statements about assumptions, plans, estimates and beliefs concerning marketing opportunitei s, successful marketing strategies, and the Company’s ability to achieve them, which contain numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix for various relevant assumptions. Actual results may differ materially from those contained in any forward - looking statements. See Endnote in Appendix, slide 37 , which explains the meanings of Available Digital Marketing Impressions, Digital Marketing Impressions Purchased (and Search Engines, Social Media and Display, with respect thereto) and Affiliate Marketing. Well - Defined Marketing Strategy to Capture the Opportunity Expanding the marketing budget will allow TradeStation to build brand awareness in the upper funnel and support TradeStation’s performance in the lower funnel. This new account acquisition strategy envisions a brand with wider awareness and recognition. Search Engines Social Media D i s pl a y 2 . 3 % 5 . 0 % 0 . 3 % Digital Marketing Impressions Purchased Available Digital Marketing Impressions 0 . 0 % 0 . 0 % OverTheTop Mobile App Stores Performance Marketing • Search Engines : Google, Bing • Mobile App Stores : Apple App Store, Google Play • OverTheTop : YouTube, Hulu, FireTV, Facebook Watch, Sling, Real Vision, etc. • Display : Programmatic, Display Partners • Social Media : Facebook, Instagram, Twitter, TikTok, Reddit, Linkedin, Podcasts, etc. Large white space to expand marketing footprint and create self - reinforcing brand awareness. Current % of Available Digital Marketing Impressions Purchased Brand Marketing Additional Marketing Opportunities • Affiliate Marketing • Refer a Friend

IV. Growth Accelerators

$ - $ 45 0 , 00 0 $ 40 0 , 00 0 $ 35 0 , 00 0 $ 30 0 , 00 0 $ 25 0 , 00 0 $ 20 0 , 00 0 $ 15 0 , 00 0 $ 10 0 , 00 0 $ 50 , 00 0 Further Simplify User Experience AI - Based Insights & Education Peer - to - Peer Community Fractional Shares Debit Cards Planned Initiatives to Further Accelerate Growth:  Self - Clearing of Stocks, Options and Futures  Award - Winning Trading and Analysis Tools  Robust Middle and Back Office Brokerage Technology Platform that Provides Operating Leverage  Track Record of Sustaining Heavy Volume Without Material Disruption Core Brokerage Business Positioned to Scale Actual Projected F utu r e s O pt i o n s E qu i t i e s F utu r e s O pt i o n s E qu i t i e s High Performing and Scalable Self - Clearing Model 24 Note : This page contains forward - looking statements that reflect assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix f or various relevant assumptions. Actual results may differ materially from those contained in any forward - looking statements. (1) Gross Brokerage Revenue includes (a) commissions and fees received in respect of equities, futures and options customer accounts and transactions, which includes amounts charged to, and collected from, customers that are payable to third parties (such as futures exchange f ees), as well as payment for order flow (PFOF) received for customer trades, and (b) interest income derived from customer equities and futures accounts and securities lending. Management expects PFOF to represent an estimated 30% of Gross Brokerage Rev enue and 27% of Total Revenues for FYE 3/31/22, 35% of Gross Brokerage Revenue and 29% of Total Revenues for FYE 3/31/23 and 37% of Gross Brokerage Revenue and 28% of Total Revenues for FYE 3/31/24. Additionally, for reference PFOF represented 25% of Gross Brokerage Revenue and 23% of Total Revenues for FYE 3/31/21. $50 $100 $150 $200 $250 $300 $350 $400 $450 Gross Brokerage Revenue (1) Expansion …Driven Primarily by Equities and Options ($ in millions) FYE 2019 FYE 2020 FYE 2021 FYE 2022E FYE 2023E FYE 2024E

21 86 263 689 1 , 6 0 0 3 , 76 1 ~ 11 , 70 0 ~ 54 , 30 0 ~ 140 , 5 0 0 Q 3 ' 2 0 Q4 ' 2 0 Q1 ' 2 1 Q 2 ' 2 1 Q3 ' 2 1 Q 4 ' 2 1 F Y E ' 2 2 F Y E ' 2 3 F Y E ' 2 4 Average Crypto Active Accounts Have Grown Rapidly (1) …and Are Expected to Continue at an Accelerated Pace Note : This page contains forward - looking statements that reflect assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix f or various relevant assumptions. Actual results may differ materially from those contained in any forward - looking statements. (1) Activ e account means a crypto account with a positive balance. For fiscal years ending March 31. (2) Ref lects the compound annual growth rate of the actual results of the fiscal quarter ended March 31, 2021 to the estimated results for the fiscal year ended March 31, 2024. Planned Initiatives to Further Accelerate Growth: Native Integration with TradeStation Apps Support for IRA Accounts New Cryptocurrencies Further Expansion to Non - U.S. Customers Current Crypto Offering:  Bitcoin, Bitcoin Cash, Ethereum, Litecoin, USDC Stable Coin  Multiple Liquidity Sources Aggregated into One Feed  Transparent Pricing  Powerful Trading Tools Robust Crypto Offering Poised for Growth Providing a Bridge Between Crypto and Traditional Asset Classes 25

Note : “Strategic Alliances” are business arrangements with third parties created by commercial contracts, and are not partnerships, joint ventures or any similar type of agency relationship or business combination. 26 “Third - Party Related Revenue” refers to revenues derived from various types of third - party contractual business arrangements, including (i) API arrangements that enable third - party platforms to access TradeStation’s brokerage services and back - office systems, (ii) API arrangements that enable TradeStation to access or be integrated with third - party platforms and back - office systems (such as other brokerage firms to which TradeStation licenses or makes available its platform) and (iii) customer lead referral arrangements. The Company has not included in Third - Party Related Revenue for any year amounts that were derived from any larger - sized third - party relationships that have been terminated. Larger - sized relationships are defined as any relationship that was generating over 50 accounts per month. TradeStation’s multi - asset, API - driven brokerage infrastructure has been designed to power account growth through connections to third - party FinTech platforms 70+ Strategic Alliances Third - Party Related Revenue ($ in millions) $51 .5 Planned Strategic Alliance Initiatives Account Opening API Customer Self - Service API Account Funding API Wealth Management Platforms Banks & Neo Banks Payment Platforms Possible New Target Industries for Strategic Alliances Growing Strategic Alliance Business $7 .6 $9 .8 $11 .8 $33 .1 $9.3 $42 .2 FYE 3/31/18 FYE 3/31/19 FYE 3/31/20 FYE 3/31/21 FYE 3/31/22E Actual Projected

V. Financial & Valuation Overview

How TradeStation Generates Revenue Trading - Related Revenue Includes brokerage commissions received on equities, futures and options trading; commissions received on cryptocurrency trading; services fees; other customer fees and charges; and payments for order flow Net Interest Income Includes net interest income from securities lending, cryptocurrency lending, margin lending and investment returns from customer cash in custody and TradeStation assets Subscription and Other Revenue Includes subscriptions, B2B platform license royalties, development and technology support services provided to Monex and other miscellaneous revenues Net Revenues (% of Total Revenue) Net Revenue: ($ in millions) FYE 3 / 31 / 2 0 $189 FYE 3 / 31 / 2 1 $219 FYE 3 / 31 / 1 9 $177 7% 60% 33% 5% 60% 35% 4% 78% 18% 28

32 36 79 174 388 568 FYE '19 FYE '20 FYE '21 FYE '22E FYE '23E FYE '24E Marketing Initiatives Drive Accelerated Customer Acquisition… $11 $11 $17 $58 $108 $147 FYE '19 FYE '20 FYE '21 FYE '22E FYE '23E FYE '24E 91 108 146 267 548 927 FYE '19 FYE '20 FYE '21 FYE '22E FYE '23E FYE '24E Marketing Spend ($ in millions) Gross New Accounts (thousands) Total Accounts (End of Period, thousands) 29 Note : This page contains forward - looking statements that reflect assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix f or various relevant assumptions. Actual results may differ materially from those contained in any forward - looking statements. (1) Account Acquisition Cost (“AAC”) is the amount of marketing dollars invested to acquire one new account during a given period. (2) Ref lects the compound annual growth rate of the actual results of the fiscal year ended March 31, 2021 to the estimated resutls for the fiscal year ended March 31, 2024. AAC (1) : $352 $311 $220 $335 $279 $258 % of R e v . 6 % 6 % 8 % 26 % 31 % 28%

$6 $5 $10 $15 $20 $24 FYE '19 FYE '20 FYE '21 FYE '22E FYE '23E FYE '24E 79 95 233 258 504 824 FYE '19 FYE '20 FYE '21 FYE '22E FYE '23E FYE '24E Note : This page contains forward - looking statements that reflect assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties . Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix for various relevant assumptions . Actual results may differ materially from those contained in any forward - looking statements . (1) DARTs (Daily Average Revenue Trades) : A revenue trade means one completed customer equities, options, futures or crypto trade, regardless of the number of shares, contracts or units included in such trade, and includes trades completed under the Company’s “zero commission” plans (which are supported by payment for order flow revenue) . Each “side” of a f utures tradeis counted as one revenue trade . Partial fills of an equities order on the same day are aggregated to be counted as one rev enue trade .. (2) Ref lects the compound annual growth rate from the actual results from the fiscal year ended March 31 , 2021 to the estimated results for the fiscal year ended March 31 , 2024 . …Leading to Growth in Customer Assets, Volumes and Revenue Trading Volume (DARTs (1) , thousands) 30 Customer Assets ($ in billions) $177 $189 $219 $219 $349 $518 $ $ $ $ $ $ FYE '19 FYE '20 FYE '21 FYE '22E FYE '23E FYE '24E Total Revenue ($ in millions)

Revenue Growth Driven by Expansion from Core and New Initiatives ($ in millions) Trading & Trading Related Revenue Net Interest Income & Lending Revenue FYE '21 Equities (2) Option & Futures Crypto Customer Cash in Margin Lending Securities Crypto Lending (8) FYE '24E Revenue Custody Lending R e v en u e Note : This page contains forward - looking statements that reflect assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix f or various relevant assumptions. Actual results may differ materially from those contained in any forward - looking statements. (1) Includes $1 million of incremental subscription and other revenue not broken out separately in the preceding categories. (2) Consists of commissions and payment for order flow revenue on equities trading. (3) Consists of commissions on options and futures trading and payment for order flow revenue on options trading. (4) Consists of commissions on crypto trading. (5) Consists of interest earned on customer cash balances. (6) Consists of interest charged for margin lending to customer equities accounts. (7) Consists of interest or spreads earned from lending of fully paid and rehypothecated customer equities positions and as a conduit facilitating short sales borrowing and lending. (8) Consists of interest earned on TradeStation and hypothecated customer crypto assets. 31

Note: This page contains forward - looking statements that reflect assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 f or information regarding non - GAAP financial measures and forward - looking statements and the Appendix f or various relevant assumptions. Actual results may differ materially from those contained in any forward - looking statements. (1) Includes crypto trading and crypto lending (2) Does not include initial or ongoing company grants anticipated to be made to employees pursuant to new public company equitycompensation plans. (3) Other spending includes communications, market data, occupancy, software maintenance, professional services, regulatory fees,travel and entertainment, insurance, and other general and administrative costs. (4) Adj. EBITDA and Adj. Pre - tax Income (loss) are non - GAAP measures. Please see pages 1 - 3 f or a definition and the Appendix for a reconciliation to the nearest GAAP measure. 32 12 / 31 / 19 A 12/31/20A 12/31/21E 12/31/22E 12/31/23E Total Revenues $183 $206 $220 $310 $471 YoY Growth 12% 7% 41% 52% Adj. EBITDA (4) $44 $46 $3 ( $15 ) $44 Margin % 24% 22% 2% ( 5% ) 9% ($ in millions) Fiscal Year Ended, 32% Trading - Related Revenue Net Interest Income Subscription and Other Revenue 3/31/19A 3/31/20A 3/31/21A 3/31/22E 3/31/23E 3/31/24E 3 Year CAGR $106 59 13 $113 65 10 $170 40 9 $168 43 8 $281 59 9 $411 97 10 34% 35% Total Revenues $177 $189 $219 $219 $349 $518 33% Crypto Revenue as % of Total Revenues (1) 0% 3% 7% 15% 21% Employee Compensation & Benefits (2) $65 $69 $73 $100 $124 $152 Cost of Service Provided 28 31 33 38 55 83 Marketing 11 11 17 58 108 147 Other Spending (3) 33 36 41 50 62 71 Total Spending $138 $147 $165 $246 $349 $453 Adj. EBITDA (4) $39 $42 $54 ($26) $0 $65 Margin % 22% 22% 25% ( 12% ) 0% 13% Depreciation & Amortization $18 $19 $19 $20 $22 $26 Interest Expense on Borrowings 5 4 3 2 -- -- Adj. Pre - tax Income (Loss) (4) $17 $18 $32 ($48) ( $22 ) $40 Calendar Year Ended, Historical and Projected Financials

4 .. 6 x 5 . 1 x 6 . 1 x 7 . 3 x 9 . 7 x 10 . 6 x 10 . 7 x 11 . 0 x 13 . 5 x 13 . 8 x 6 . 5 x 7 . 7 x 8 . 2 x 9 . 7 x 10 . 5 x 11 . 2 x 11 . 9 x 14 . 2 x 16 . 1 x 20 . 8 x Attractive Valuation Relative to Peers TradeStation is being priced attractively compared to both legacy brokerages and FinTech new entrants (challenger brokers and crypto exchanges) Legacy Brokers FinTech New Entrants (challenger brokers and crypto exchanges) Comp Median: 11.2x Comp Median: 10.6x EV/ CY 2021E Revenue EV/ CY 2022E Revenue 33 Source: S&P Capital IQ, Company filings, management forecasts. Note: Market data and current consensus analyst estimates for public companies as of November 3, 2021; Multiples for de - SPAC transactions yet to close (eToro and Apex Clearing) shown based upon announced pro forma enterprise values and projected revenue metrics in public investor presentations; TradeStation multiples based upon pro forma enterprise value of $1,429 million (see Transaction Overview) and management revenue forecast (see Historical and Projected Financials); Does not reflect, as applicable, updated consensus analyst estimates or updated pro forma enterprise values, if any, published after November 3, 2021.

Highly and Strictly Confidential – For Internal Use and Discussion Purposes Only V I . A pp e n d ix

John Bartleman President & CEO and Member of the Board Years of experience: 22 y ears Total: 27 y ears Prev. Experience: Franklin Templeton Hans Stimming Chief Grow th Officer Years of experience: 2 3 y ears Total: 23 y ears TradeStation Only Peter Korotkiy Chief Brokerage Officer Years of experience: 6 y ears Total: 25 y ears Prev. Experience: E*trade, TradeMonster Michael Fisch Chief Technology Officer Years of experience: 7 y ears Total: 22 y ears Prev. Experience: Fidelity National Information Systems (FIS) Greg Vance Chief Financial Officer & Treasurer Years of experience: 4 y ears Total: 30 y ears Prev. Experience: Fidelity National Information Systems (FIS), SunGard, Thomson Reuters, Arthur Andersen LLP Takashi Oyagi Chief Strategic Officer and Member of the Board Years of experience: 10 y ears Total: 30 y ears Prev. Experience: Monex Group, Goldman Sachs, Deutsche Bank, Bank of Japan Sarah Potter Chief Education Officer Years of experience: 2 y ears Total: 18 y ears Prev. Experience: SheCanTrade Marc Stone Chief Legal Officer and Member of the Board Years of experience: 24 y ears Total: 36 y ears Prev. Experience: Bilzin Sumberg 35 TradeStation Management Team

36 Quantum FinTech Acquisition Corporation Team John M. Schaible Chairman and CEO Miguel Leon Chief Financial Officer and Director Daniel Caamano V. President and Director Sandip I. Patel Independent Director • Three Time Ernst & Young Entrepreneur of the Year Finalist • Founded NexTrade , sold to Citigroup • Co - Founded MatchBook FX • Co - Founded Anderen Bank , now part of $30B Valley National • Co - Founded Atlas Bank , the first electronic clearing bank • M&A Expert, involved in more than 80 deals in LATAM • KPMG Lead Partner, Advisor - M&A, Latin America • Dean of Business School in Chile, professor of Investment Banking. • Co - Founded Atlas Bank • Chairman of the Board of Sartor Asset Managements • President of Monetary Club, Chile. • Awarded Chile Dz s President Scholarship • Founder, Chairman and President – Anderen Bank • Founder, Chairman and President – Atlas Bank • CLO – NexTrade • Founder, Caamano & Associates Law Firm • Intl. Banking & Finance Professor • General Counsel, Partner, WellCare ; sold to Soros and IPO • Healthease, Staywell, Comprehensive Health Management • Founder, CEO Orion Group • Co - Founder and Director, Anderen Bank • Co - Founder Atlas Bank • Director, Avatar Property & Casualty

“Available Digital Marketing Impressions” is an estimate of the total number of Digital Marketing Impressions available to be purchased for a given period for TradeStation’s “Target Audience,” and is segmented by the types of campaigns TradeStation seeks to conduct (Search Engine, Social Media, and Display). “Target Audience” means the market audience a firm like TradeStation seeks to reach based on certain parameters and demographics, such as user behavior, user interests, geographical region, age and numerous other demographics and demonstrated behaviors, and this audience can be a pre - packaged, “in - house” custom audience organized and made available by providers such as Google and Facebook. The Company’s sources for estimating the size of its Target Audience in order to estimate Available Digital Marketing Impressions include Google, Twitter, Facebook, LinkedIn Ads Manager and TheTradeDesk. “Digital Marketing Impression” describes the moment at which an advertisement or any other form of digital media renders on auser's screen. This does not measure any actions taken by the user, only the appearance of the ad or impression that the user may choose at which to look and on which to click or otherwise act or not act. “Digital Marketing Impressions Purchased” means, with respect to each type of campaign (Search Engines, Social Media, and Display), the number of Digital Marketing Impressions to occur throughout the Target Audience during a specified period. With respect to such purchases by campaign segment, “Search Engine” means, for example, the Google Search Engine, “Social Media” means channels such as Twitter, Facebook, Instagram, LinkedIn, Reddit, etc., and “Display” refers to display ads such as banners, images, videos and text ads on relevant third - party sites. “Affiliate Marketing” means a lead referral program that consists of agreements with numerous third - party websites to generate online account - opening leads for TradeStation via TradeStation click - through ads on those websites. TradeStation pays a fee for each completed application or opened account. This program is facilitated through the use of a third - party vendor platform that organizes and manages these relationships, and aggregates and categorizes the third - party websites who wish to participate. Please note that the term “affiliate” as used here is not meant to imply in any way that the third - party websites are affiliates of TradeStation as they are in fact independent businesses Endnote to Page 22 37

Note : (1) “Swap Fair Value Gain” ref ers to the change in f air value of an interest rate swap instrument with TradeStation’s parent company (Monex) that expired 11/27/2018. There have been no further interest rate swap agreements with Monex. (2) “Sev erance Expense” refers to a planned reduction - in - force (RIF) that was made in Q1 of FYE 3/31/21 as a proactive measure in response to t he then - recent onset of “zero commissions” and declines in the federal funds target rates. (3) Includes write - off of Core FX software in FYE 3/31/19 and of Next Gen OX in FYE 3/31/20. (4) “Market Data Audit Settlement” refers to a settlement made in 3/31/19 (relating to prior periods of market data use and distribution) for an amount $1.2 million lower than had been accrued. (5) “Cry pto Timing Gains and Losses” refers to temporary gains and losses recognized due to certain mark - to - market adjustments, but later offset (netted to zero) as the asset positions were closed out. These temporary gains and losses (and related EBITDA adjustments) should not recur, as the Company has since adopted hedge accounting with respect to cryptocurrency assets and liabilities. (6) No Swap Fair Value Gain or Market Data Audit Settlement adjustments for CY 2019 or CY 2020. The severance expense adjustment was $0 for CY 2019 and $1.7 million for CY 2020. The write - off of software adjustment was $0 for CY 2019 and a $2.0 million expense for CY 2020. The Crypto Timing Gains and Losses adjustment was $0 in CY 2019 and a $12.7 million loss for CY 2020. 38 Reconciliation to Pre - Tax Income and EBITDA Pre - Tax Income $24 . 8 $12.4 $32 . 6 Swap Fair Value Gain (1) ( 7 . 1 ) -- -- Severance Expense (2) -- -- 1 . 7 Write - off of software (3) 0 . 4 2 . 0 -- Market Data Audit Settlement (4) ( 1 . 2 ) -- -- Crypto Timing Gains & Losses (5) -- 3 . 9 ( 2 . 5 ) Total Adjustments ( $7 . 9 ) $5 .9 ( $0 . 8 ) Adjusted Pre - tax Income (Loss) $16 .9 $18.3 $31 .8 Depreciation & Amortization 17 . 9 18 . 8 19 . 1 Interest Expense 4 . 6 4 . 4 3 . 1 Adjusted EBITDA (FYE 3/31) $39 .4 $41.5 $53 .9 ($ in millions) FYE 3/31/19 FYE 3/31/20 FYE 3/31/21 Adjusted EBITDA (Calendar Year 12/31) (6) $43.8 $45.9 CY 12/31/19 CY 12/31/20

39 How the Company is Projecting • Account growth increases are driven primarily by increased marketing spend • No significant new products, features or enhancements are required near - to mid - term for increased marketing spend to drive account growth • Net account additions generate increased trading - related revenues, including PFOF, and increased net interest income • Incremental gains in net interest income begin in FYE 3/31/24 generated by small increases that year in applicable interest rates, based on the 1 - month USD LIBOR forward yield curve • Revenue per account declines as customer mix changes to higher percentage of millennials / Gen Z (who have lower cash balance s to generate net interest income and trade less frequently), as well as anticipated price compression on fees and commissions generally • Wallet share increases from growing number of customers trading multiple asset classes (primarily equities, options and crypto) • Among asset classes, growth in equities accounts is largest driver, followed by crypto accounts, which is highest percentage account growth driver • Marketing spend increases significantly, reaching ~$147 million by FYE 3/31/24. Initial increase in outlay to be partially fi nanced through the proceeds from this transaction. • Account acquisition cost increases near - term as the Company seeks to achieve greater brand awareness, then begins to gradually decline • Variable costs, such as cost of service provided, certain headcount - related costs and communications costs increase in line with account growth and associated revenues • Technology infrastructure costs increase to support higher trading volumes and other aspects of growth of the business R e v e nu e Expenses TradeStation’s Assumptions Include:

40 Monthly Trading Volume Before, During and After COVID Period (1) Note: These numbers do not include institutional accounts or equities options trades. All Zero - Commissions plan numbers from 10/2019 include non - US resident equities accounts that signed up f or TS Go or TS Select, even though they pay flat f ee commissions. (1) We def ine the COVID Period as the period of elevated equities trading from March 2020 through March 2021. The post - COVID Period reflects April - August 2021 actual results and estimated results through the remainder of FYE 3/31/22. (2) Zero - Commissions (TradeStation Salutes) refers to zero - commission equities account plans that have been offered to military veterans and first responders for several years prior to the COVID Period. (3) Zero - Commissions (Open to All) refers to zero - commission equities account plans that have been offered to all customers prior to the COVID Period, including TS Go and TS Select (launched 10/2019) and TradeStation Salutes. (4) Actual Post - COVID Period means April - August 2021. (5) Equity options trade volume was not impacted to the same extent as equities trade volume during the COVID period. For the avoidance of doubt, there are no options trades reflected in the above chart or related calculations. 20 28 35 41 62 54 6 6 7 6 10 10 A M J J A J F M A M J J J F M S O N D FYE 3/31/20 A S O N D FYE 3/31/21 FYE 3/31/22 Zero - Commissions (TradeStation Salutes) (2) Zero - Commissions (Open to All) (3) Average Equities Trades Per Account Pre - COVID Period (1) COVID Period (1) Post - COVID Period (1) • COVID Period showed significant spike in average per - account equities trades(5) • Factors used to estimate average per - account trading post - COVID Period: • Majority of clients are on Zero - Commission plans and this mix will further increase • Average trades of 38 per month for Zero - Commissions (Open to All) in pre - COVID Period • Average trades of 24 per month for Zero - Commissions (TradeStation Salutes) in 6 - month period prior to start of Zero - Commissions (Open to All) period • A 10% increase or decrease in average monthly equities trading volume in post - COVID Period (all other things being equal) estimated to result in $5.0mm revenue increase or decrease Actual (4) Estimates (1) Zero - Commissions Accounts 31 Zero - Commissions Accounts 5 S O N D J F M 37 37 31 30 29 N o n 7 7 8 6 7 A M J J A

20 . 9 2 . 6 A dd i t i o n a l PIP E I n Total Transaction Overview (1) Assumes $10 per share, excluding incentive shares (see footnotes 2 and 6), no post - closing change of control and does not include impact of dilution from warrants. In addition, does not include equity plans or compensation. (2) Includes 750,000 shares distributed to non - redeeming public shareholdersand assumes no shareholder redemptions. (3) Does not include 798,894 shares in aggregate that will be subject to certain earn - out conditions or 1,610,554 shares that Sponsor will forfeit at the closing. See Note 2 above for details regarding such earn - out conditions. (4) Includes Monex PIPE investment for 5mm shares. Does not include an additional 34.1mm shares in aggregate that could be issued to Monex if certain earn - out conditions are met. See Note 2 above for details regarding such earn - out conditions. Does not include shares potentially issued to non - Monex PIPE investors pursuant to a make - whole provision, whereby the investor will be issued additional shares such that they are made whole on the dollar amount of their original investment based on the lower of the 10 - day VWAP ending on the 60 th trading day following the effectiveness of the resale resignation statement and the VWAP for such 60 trading day period, if either is less than $10.00, with a floor of $6.50. (6) Third - party PIPE investors committing $5mm or more to receive 10% of their commitment as incremental incentive shares (assumed to be 650,000 incremental incentive shares). (7) As of 6/30/21, total debt of $228mm and cash of $118mm (net debt also excludes $65mm of firm assets available for lending related to the crypto lending business which are funded with Monex loans). (8) Over 80% of shares post closing are subject to lock - ups. Monex Group lock - up: one third of shares until earlier of 12 months and sustained $12.50 last reported sale price; one - third until earlier of 24 months and sustained $15.00 last reported sale price; and one - third until earlier of 36 months and sustained $17.50 last reported sale price. Monex’s PIPE shares are not subject to this lock - up. Sponsor lock up: until earlier of 12 months and sustained $12.50 last reported sale price. Lock - ups subject to customary permitted transferee exceptions. With respect to any stock price, sustained means the specified price (or higher) is the price for 20 out of any 30 consecutive trading days. Pro Forma Ownership (mm shares) (1)(2)(3)(4)(8) Quantum SPAC Shareholders (2) Quantum Sponsor Shares (3) TradeStation Shareholder (Monex) (4)(5) PIPE Lead Investor (5)(6) Illustrative Sources and Uses ($mm) (1)(2)(3)(4)(6) Valuation Summary ($mm) (1)(2)(3)(4)(6) 4 1 ( 5 ) ( 7 ) Note 1: This page contains forward - looking statements that reflect TradeStation’s assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 for information regarding non - GAAP financial measures and forward - looking statements and this Appendix for various relevant assumptions. Actual results may differ materiallyfrom those contained in any forward - looking statements. Note 2 : The earn - out conditions relating to Monex and SPAC Sponsor shares described in the footnotes below allow vesting of 50% of the shares subject to earn out upon a sustained VWAP of $12.50 (see footnote 8 for a definition of sustained) and vesting of the remaining 50% of such shares upon a sustained VWAP of $15.00, in each case over a five - year period. In the event that these earn - out conditions are not met within such five - year period, the right to receive such shares will be forfeited. ( 2 ) ( 5 )( 6 ) Pre - Money Equity Value Plus: SPAC Shareholders Plus: Sponsor Shares P l us : M on e x PIP E Sh a r e s Plus: PIPE Lead Investor Shares P l us : A dd i t i on a l PIP E I n v e s t o r S P r o F o r m a E qu i t y V a l ue Less: New Cash o Plus: Net Pro $1 , 2 9 Sources: TradeStation Shareholder (Monex) SPAC Cash in Trust Monex PIPE Investment PIPE Lead Investment A dd i t i on a l P I P E I n v e s t m e n t Total Sources $ Uses: Equity Considerati Cash Retaine Estimat To

Risk Factors The following risk factors relate to TradeStation and its business, financial condition, results of operationsand prospects, in particular in the context of TradeStation becoming a publicly - traded company as contemplated by the proposed business combination with Quantum, as described in this presentation. Accordingly, the words “we,” “our,” “us” and similar terms used in these risk factors refer to TradeStation in that context. Investing in our common stock involves a high degree of risk. You should carefully consider each of the following risk factors, as well as the otherinformation in this presentation, before deciding whether to invest in our securities. If any of the following risks actually occurs, our business, financial condition, results of operationsand prosp ects could be materially adversely affected. In that event, the market price of our common stock could decline significantly and you could lose all or part of your investment. The risks described below are not the only risks we face. Additional risks of which we are not presently aware, or that we currently believe are immaterial, could also materially adversely affect ourbusiness, financial condition, results of operations and prospects, and the market price of our common stock could decline and you could lose part or all of your investment. Risks Related to Our Business • The financial projections included in this presentation represent the estimates of our management as of August 31, 2021 withrespect to our potential results of operations for the periods presented and are based on a number of inputs, estimates and assumptions, certain of which are described in this presentation. There can be no assurance that anyof such projections, or the inputs, estimates or assumptions on which theyare based, can or will be achieved (in whole or in part) or that theyare accurate in any respect. • Our results of operations and other operating metrics mayfluctuate significantly from quarter to quarter, which could resultin frequent volatility in our share price. • Our business and reputation may be harmed by changes in business, economic or political conditions or events that impact financial markets, including systemic market events or substantial or systemic regulatory events or changes. • Because a majority of our revenue is transaction - based (including brokerage commissions and fees and payment for order flow (“PFOF”)), continued commission - and - fee price compression (or elimination), or reduced levels of market trading activity, volume or volatility, or regulatory changes that limit or eliminate anyof these types of revenue, may result in slower or no growth, higher account acquisition cost or reduced revenue and profitability . • Intense competition in our industry led to “zero commission” plans for retail trading transactions . Should such commission elimination in our industry increase in scope, or begin to be offered with respect to the other asset classes we offer for trading on ourplatforms, such pricing pressure and any response we undertake could materially andadversely harm our ability to generate revenue . • If we are unable to manage our growth successfully, our financial performance maysuffer and our brand, reputation and company maybe harmed . • If we fail to retain existing customers or attract new customers in a cost - effective manner (or in general), or if our customers decrease theiruse of ourproducts and services, our account and revenue growth could be slower than we expect or negative and our business may be materially harmed. • Proposed legislation that would impose taxes on certain financial transactions could, if adopted, reduce our new account growth and account retention, client activity, trade volume and revenue (and increase our expenses). • We may require additional capital to satisfy our liquidityneeds and support ourbusiness growth and objectives, and this capital might be subject to delays and other limitations imposed byapplicable regulations, might not be available to us on reasonable terms, if at all, and may result in shareholder dilution and limitations to our business and operations. • A significant portion of our revenue depends on the interest income we can earn on our customers’ assets in ourcustody. We are therefore subject to interest rate risk and fluctuations in the market, which we do not control. • Our clearing operations expose us to liability for errors in clearing functions which could cause losses, regulatory enforcement fines and sanctions, and reputational harm. The loss of key employees could decrease the qualityof our management and operations. 4 2 •

Risk Factors (Cont.) • We conduct ourbrokerage and other business operations through subsidiaries and rely primarily on dividends from our subsidiaries for our cash flows. • Future acquisitions of, or investments in, other companies, products, technologies or specialized employees, should we decideto engage in such transactions, could require significant management attention, disrupt our business, dilute shareholder value and adversely affect our business and operations. • We are exposed to various risks associated with our non - U.S. business, including, among others, the failure to maintain all necessary approvals, consents, licenses or registrations required to operate such non - U.S. business, unexpected changes in regulatory requirements, expropriations, fluctuations in currency exchange rates, limitationon the import and export of currency, and political, social and economic instability. • Unfavorable media coverage, both traditional and social, could harm ourbusiness, financial condition and results of operations. • We operate in highly competitive markets, and manyof our competitors have greater resources than we do and may have productsand services that maybe more appealing than ours to our current and potential customers. • Our growth will depend, in part, on the success of our important relationships with third parties, including critical vendorsand third - party relationships related to marketing, lead referrals and account growth. Overreliance on certain third parties, or ourinabilityto maintain or extend existing relationships or establish to new relationships on favorable terms or at all, may cause unanticipated costs or decreased account growth and revenue for us, negativelyimpact client awareness of, or engagement with, us and impact our financial performancein the future. • Self - directed investment and trading for retail customers is a fast - changing industry with manynew challengers and technologies, and if we do not keep pace with industry and technological changes and innovation and continue to provide new and innovative products and services, including those that enable us to create or retain a differentiated position in the market, our business may become less competitive and maybe materially and adversely impacted. • Our introduction of new products and services, or changes to existing products and services, could fail to attract or retaincustomers or generate growth and revenue. • The continuing and long - term impact of the COVID - 19 pandemic on our business, financial condition and results of operations is uncertain and may be materially adverse. Risks Related to Our Equities, Options and Futures Brokerage Products and Services • If we do not maintain our capital levels, or do not satisfy our cash deposit, collateral, custody, liquidityand settlement obligations, as required under applicable laws, rules and regulations and byapplicable regulators, our equities, options and futures brokerage businesses may be restricted and we may be fined or subject to other disciplinaryor corrective actions or even potentiallybeing liquidated or wound down. • Our compliance and risk management policies and procedures as a regulated financial services company maynot be fullyeffective in identifying or mitigating noncompliance and risk exposure in the market environments or against all applicable types of risk, and we maybe required to expend considerable time and cost to expand our compliance and risk infrastructure. • Our exposure to credit risk with customers and counterparties could result in uncollectable unsecured debits and counterpartyobligations and other potentiallyunrecoverable losses owed to us. • Providing investment education tools could subject us to additional risks and costs, including reputational and litigation risks, and if such tools are construed to be investment advice or recommendations, we would face significant cost and disruption to ourbusiness. • Our peer - to - peer and similar social communities and forums, which we intend to expand, may subject us to additional risks and compliance obligations and costs, in particular in areas such as investment advice, trade solicitation and market manipulation, which each would require substantial ongoing monitoring and review, at potentially significant costs, to try to prevent or mitigate inappropriate conduct in those areas. • Applicable regulators have publicallyexpressed a focus on peer - to - peer and similar social communities and forums in our industry, and may disagree with the appropriateness of the activities in such communities and forums, make costly inquiries and investigations, issue adverse guidance or interpretations or take detrimental enforcement actions. 43

Risk Factors (Cont.) Risks Related to Our Cryptocurrency Products and Services • The market for cryptocurrency is fragmented, volatile and unpredictable, which mayprevent customers from easily entering orliquidating their cryptocurrency positions and which mayincrease their losses or prevent them from realizing theirgains, or result in large losses over a short period of time. • Cryptocurrency is believed bymanyto attract a disproportionately high (as compared to legal tenderand other asset classes)number of bad actors who engage, or seek to engage, in cyber - attacks, fraud, theft, moneylaundering and other crimes or illegal or prohibited activities. Additionally, transactions in cryptocurrency maybe irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. • Cryptocurrency is not legal tender, is not backed bythe U . S . government (or most othergovernments), and customer balances are not covered by FDIC or SIPC protections . The value of a cryptocurrency maybe derived in large part from the continued willingness of market participants to exchange legal tender for cryptocurrency, or aparticular cryptocurrency for another, which, if such willingness diminishes or disappears, may result in permanent and total loss of value for that particular cryptocurrency . • The underlying technology of a cryptocurrency maysuddenly change, such that the new version of the cryptocurrency is no longer compatible with existing versions or there is otherwise a permanent divergence of the cryptocurrency’s blockchain (often called a “Fork”), which could materially adversely impact the value, functionalityandother characteristics of the cryptocurrency . • The nascent, novel and evolving nature of cryptocurrency creates greater risks when compared to other asset classes, which inturn raises the risk of harm to our customers and us, the creation of unrecoverable losses to our customers and us, and negative regulatory and political actions. These risks may result in substantial claims and other actions being brought against us by customers, regulators and otherauthorities, which may result in large judgments, settlements, fines, cease - and - desist and similar orders or sanctions, which could limit ourcryptocurrency business or eliminate parts of it, and which harm our brand, reputation, business, financial condition and results of operations. • Regulation of the cryptocurrency industry is incipient, fragmented and complex and will likely change substantially. Our interpretations of any cryptocurrency regulation may be subject to challenge bythe relevant regulators and ourfailure to comply with such regulation may negativelyimpact our ability to allow customers to buy, hold and sell cryptocurrencies with us in the future and may significantly and adversely affect our business, financial condition and results of operations. • Certain state and federal regulators have recently challenged or questioned, including directlywith us, the legalityor appropriateness of a cryptocurrency exchange or brokerage firm hypothecating or lending its customers cryptocurrency assets that are in its custody, and/or paying interest to customers on their cryptocurrency balances. Should these practices be prohibited or limited, we mayhave to withdraw from or cease our cryptocurrency lending activities in certain states or totally, and no longer be able generate the revenue associated with cryptocurrency lending. Being unable to payinterest on customer cryptocurrency account balances could diminish the growth of our cryptocurrency account base or result in certain customers decreasing the amount ofbusiness theydo with us or ceasing to do business with us altogether. • Any inabilityon our part to maintain adequate relationships with licensors of our core cryptocurrency brokerage technology,cryptocurrency custody providers or cryptocurrency liquidityproviders, or other relevant vendors or service providers, could negativelyimpact our operations. Risks Related to Regulation and Litigation • Because we self - clear all of ourasset classes, we are required to be in compliance with numerous, complex and changing regulatory frameworks, rules and regulations imposed bynumerous and distinct regulatory authorities and to maintain a significant regulatory financial and operations compliance infrastructure . Changes in these laws and regulations, failure to comply with these laws and regulations, and proceedings and investigations related thereto, could harm our business, financial condition and results of operations .. • Public officials have signaled an increased focus on new or additional regulations that could impact our business and require us to make significant changes to our business model and practices, including with respect to social communities, gamification, PFOF, cryptocurrency lending, and paying crypto interest on customer crypto account balances. Changes in these regulations, failure to comply with these regulations, or proceedings and investigations related thereto, could harm our business, financial condition and results of operations. 44

Risk Factors (Cont.) • PFOF represents a significant portion of our revenue and substantial reduction or elimination of PFOF could have a material adverse effect on our business, financial condition and results of operations. • We are exposed to substantial risks of liability under federal and state securities laws, otherfederal and state laws and co urt decisions, as well as rules and regulations promulgated bythe SEC, the CFTC, state securities regulators, self - regulatory organizations and foreign regulatory agencies. • We are subject to legal proceedings and claims in the ordinary course of our business, which could cause us to incur significant legal expenses. An adverse resolution of anyfuture legal proceedings or claims could result in a negative perception of us and have a material adverse effect on our business, financial condition and results of operations. • We are subject to governmental laws and requirements regarding economic and trade sanctions, anti - money laundering and counter - terror financing that could impair ourabilityto compete in international markets or subject us to criminal or civil liability if we violate them. Failures to comply with these laws and requirements could result in substantial fines, costly undertakings and regulatory actions that could limit our business activities. These risks may be elevated for brokerage firms for self - directed investors who open accounts and execute account transactions in an online environment, particularly for brokerage firms that offer cryptocurrency investment, trading, deposits and withdrawals. • We are subject to anti - corruption, anti - bribery and similar laws, and non - compliance with such laws can subject us to criminal or civil liability, substantial fines, costly undertakings, reputational damage and regulatory actions that could lead to significant fines or limitations ourbusiness activities. • We cannot assure that all of our employees or agents will comply with our internal policies and applicable law, including anti - corruption, anti - bribery and similar laws. We maybe ultimately held responsible for anysuch non - compliance. If and as we increase our international business, our compliance risks may increase. • The expected phase - out of LIBOR could negativelyimpact ournet interest income and could have other material adverse effects. • Our future efforts to sell shares or raise additional capital maybe subject to delays and other limitations imposed byapplicable regulations. Risks Related to Our Platform, Systems and Technology • Our platform and systems have been, and mayin the future be, subject to interruption, including extended outages, and instability due to operational and technological failures, whether internal or external, which could have a material adverse effect on our operations, brand, reputation and ability to acquire and retain customers. • Our products and internal systems rely on software that is highlytechnical, and these systems may contain errors, latencies, bugs or vulnerabilities, and we may be unsuccessful in addressing or mitigating anysuch technical limitations, defects or vulnerabilities in our systems in a timelyfashion, or at all, which could have a material adverse effect on our operations, brand, reputation and ability to acquire and retain customers. • Our success depends in large part upon effective interoperability with mobile operating systems, networks, technologies, prod ucts, hardware and standards that we do not control. • We rely on third parties to perform certain key functions, including provision of market data, clearing and settlement, and supporting certain product offerings and cloud - based environments, and their failure to perform those functions could materially adversely affect our business, operations, brand, reputation and ability to acquire and retain customers. • Internet - related issues, which are largely outside of our control, including regulation, speed and qualityof service, and the ability to conduct effective digital marketing, maynegativelyaffect the qualityof our services and our abilityto grow and retain customer accounts. Risks Related to Cybersecurity and Data Privacy • Our business could be materiallyand adversely affected bya cybersecurity breach or other attack involving our computer and information technology systems or data, or those of our customers or third - party service providers, and could materiallyor permanently damage ourbusiness, financial condition and results of operations. 45

Risk Factors (Cont.) • Potential ransomware attacks are, and will likely continue to be, a large and serious threat to our business, and businesses like ours, and theyare difficult to detect, prevent or defend against, and could materiallyor permanently damage our business, financial condition and results of operations. • We collect, store, share, disclose, transfer, use and otherwise process customer information and other data, including personal data, and an actual or perceived failure byus or ourthird - party service providers to protect such information and data or respect customers’ privacy could damage our reputation and brand, negativelyaffect ourability to retain customers and harm our business, financial condition and results of operations. • We are subject to stringent laws, rules, regulations, policies, industry standards and contractual obligations regarding data privacy and security and maybe subject to additional related laws and regulations in jurisdictions into which we expand. Manyof these laws and regulations are subject to change and reinterpretation and could result in claims, changes to our business practices, monetary penalties, increased cost of operations or otherharm to our business, financial condition and results of operations. Risks Related to Our Intellectual Property • Any failure to obtain, maintain, protect, defend or enforce our important intellectual property rights, which consist primarily of our proprietary software technology which constitutes the core platform service offerings we provide, and our “TradeStation” and other trademarks, could adversely affect our business, financial condition and results of operations. • We have been, and mayin the future be, subject to claims that we violate certain third - party intellectual property rights, principally software technology patents, which can be costly to defend and expensive to settle (even if theyare meritless), and such claims, if successful, could materially adversely affect our ability to continue to provide or use important aspects of ourproduct offerings and internal systems on reasonable terms, or at all. • We maynot be able to obtain, maintain, protect, defend or enforce our trademarks and trade names, or build name recognition in our markets, therebyharming our competitive position. • We maybe unable to continue to use the domain names that we use in ourbusiness or prevent third parties from acquiring and using domain names that infringe, misappropriate or otherwise violate, are similar to, or otherwise decrease the value of, ourbrand, trademarks, or service marks. • Some of our products and services, and information technology systems, contain or use open source software, which maypose particular risks, including potential security vulnerabilities, licensing compliance issues and qualityissues. • We maybe unable to halt the operations of third - party websites that aggregate or misappropriate our data or seek to impersonate us to steal business or defraud our customers or potential customers. • If we fail to comply with our obligations under license or technology service agreements with third parties that are critical to our business or were to lose those technology license/service agreements due to actions or other facts pertaining to the licensors/service providers, and are unable to timely replace them on reasonable terms, we may be required to paydamages or lose rights and technology that are critical to our business. Risks Related to Owning Our Stock • A market for our common shares may not develop or be sustained, which would adversely affect the liquidityand price of ourcommon shares. If securities or industry analysts do not publish research, or publish unfavorable research (even if inaccurate), about our business, the price and liquidityof our common shares could decline. • Sales of a substantial number of our common shares in the public market byour existing shareholders could cause our share price to decline. • After the closing of the business combination, a significant number of our common shares are subject to issuance upon exercise of outstanding warrants and vesting and earn - out formulas, which may result in dilution to our shareholders. • Our future ability to pay cash dividends to shareholders is subject to the discretion of ourboard of directors and will be l imited byour ability to generate sufficient earnings and cash flows. We do not anticipate paying any dividends for the foreseeable future. 46

Risk Factors (Cont.) • NYSE or Nasdaq, as applicable, may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. • Having a minority ownership interest in our company will mean that you maynot have meaningful influence on our management. Risks Related to Our Relationship with Monex • Following the business combination, Monexwill continue to control the direction of our business. Monex’s concentrated ownershipof our outstanding common shares may prevent you and other shareholders from influencing significant decisions. • We will be a “controlled company” within the meaning of the rules of the NYSE and Nasdaq and, as a result, will qualifyfor,and may rely on, exemptions from certain corporate governance requirements. If we rely on such exemptions, you will not have the same protections afforded to shareholders of companies that are subject to such requirements. • If Monexsells a controlling interest in us to a third party in a private transaction, you maynot realize any change - of - control premium on your common shares and we may become subject to the control of a presently unknown third party, whose interest maybe adverse to yours. • If Monexexperiences a change in control, our current plans and strategies could be subject to change. • We have commercial relationships with Monex. Conflicts of interest and other disputes may arise between Monexand us that maybe resolved in a mannerunfavorable to us or our other shareholders. • After the business combination, certain of our officers and directors mayhave actual or potential conflicts of interest because of their equityinterest in or relationships with Monex. Also, certain of Monex’s current directors and officers currently are, and are expected to continue as, ourdirectors, which may create conflicts of interestor the appearance of conflicts of interest. Risks Related to Being a Public Company • The audit opinion with respect to the audit, conducted in accordance with the Public Company Oversight Board (“PCAOB”) standards, of the financial information included in this presentation has not been delivered yet. Therefore, we cannot assure you that there will not be potentiallymaterial differences between the presentation of ourfinancial information included in this presentation and that presented in the proxy statement/prospectus prepared in connection with the proposed business combination. • The majority of our management team has no experience managing a public company. • We will incur increased costs as a result of operating as a public company, and ourmanagement will devote substantial time to new compliance initiatives. • If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, ourabilityto produce timely and accurate financial statements or comply with applicable regulators could be impaired. • If our estimates or judgments relating to our critical accounting standards prove to be incorrect, or such standards change over time, our results of operations could be adversely affected. • We maybe unable to maintain the listing of our securities in the future. Risks Related to the Business Combination • Quantum may not have sufficient funds to consummate the business combination. • We have not yet entered into a definitive agreement for a business combination with Quantum and, even if we are able to cometo an agreement, the completion of the business combination will be subject to the satisfaction of certain closing conditions, including the approval of the business combination by Quantum’s shareholders. 47

Risk Factors (Cont.) • We and Quantum will incur significant transaction costs in connection with the business combination. • Subsequent to the completion of the business combination, the combined company maybe required to take write - downs or write - offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the combined company’s common share price, which could cause you to lose some or all of your investment. • The business combination maybe completed even though material adverse effects may result from the announcement of the business combination, industry - wide changes and other causes, and even if Quantum raises substantially less than or otherwise fails to deliver the net proceeds targeted to be raised in connection with the business combination. • Delays in completing the business combination may substantially reduce the expected benefits of the business combination. • We or Quantum, or both, maybe a target of securities class action and derivative lawsuits, which could result in substantialcosts and maydelayor prevent the business combination from being completed. 48

EX-99.3

Exhibit 99.3

TradeStation Group, Inc. and Quantum FinTech Acquisition Corporation Business Combination Investor Webcast

November 4, 2021

This communication is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, or a recommendation to buy or exchange, the securities of TradeStation Group, Inc. (“TradeStation”), Quantum FinTech Acquisition Corporation (“Quantum FinTech”) or the combined company or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The information communicated does not purport to be all-inclusive and none of the TradeStation, Quantum Fintech or their respective directors, officers, stockholders, affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication or any other written or oral communication made in the course of your evaluation of TradeStation or Quantum Fintech. The information communicated is preliminary and subject to change and such changes maybe material. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the business combination of TradeStation and Quantum FinTech or the accuracy or adequacy of this communication. You should not construe the contents of this communication as legal, tax, accounting or investment advice or a recommendation in respect of the decision to transact in any securities. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described.

This communication contains financial forecasts for TradeStation and the combined company with respect to certain financial results. Neither TradeStation’s nor Quantum Fintech’s respective independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to these projections for the purpose of their inclusion in this communication, and none of TradeStation, Quantum Fintech or their respective auditors express any opinion or provide any other form of assurance with respect thereto for the purpose of this communication. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. In this communication, certain of this projected information has been provided for purposes of comparisons with historical data. Further, the assumptions and estimates underlying this prospective information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such prospective information. Accordingly, there can be no assurance that this prospective information is indicative of the future performance of TradeStation, Quantum Fintech or the combined company or that actual results will not differ materially from those presented in this prospective information.

TradeStation intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”), which will include a preliminary proxy statement to be distributed to Quantum FinTech’s stockholders in connection with Quantum FinTech’s solicitation of proxies for the vote by Quantum FinTech’s stockholders with respect to the proposed business combination. After the registration statement has been filed and declared effective, Quantum FinTech intends to mail a definitive proxy statement/prospectus to its stockholders. Before making any voting or investment decision, investors and security holders are urged to carefully read the entire registration statement and proxy statement/prospectus and any other relevant documents filed with the SEC, and the definitive versions thereof (when they become available and including all amendments and supplements thereto).

TradeStation and Quantum FinTech and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of Quantum FinTech in connection with the proposed business combination under the rules of the SEC. Quantum FinTech’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names, affiliations and interests of directors and executive officers of TradeStation and Quantum FinTech in the applicable filings with the SEC.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by TradeStation or Quantum FinTech through the website maintained by the SEC at www.sec.gov.

Operator Introduction:

Good morning, and welcome to the TradeStation Group and Quantum Fintech Acquisition Corporation investor call to talk about their proposed business combination through which TradeStation is to become a publicly traded company. This call is accompanied by an investor slide presentation, and we recommend that participants on the call view it, as the speakers will refer to the slide presentation throughout the call.

The investor presentation was filed as part of Quantum Fintech’s Form 8-K filed with the SEC that discloses the proposed business combination with TradeStation, and it is recommended that you review the Form 8-K and all of its exhibits, including the press release announcing the proposed transaction, carefully before making any investment decision. These documents also contain important disclaimers and other important information, including numerous risk factors, as well as statements about forward-looking statements and non-GAAP financial measures included in the materials, which should also be read carefully.

Call participants are reminded that many of the comments today, including the content of the investor presentation, contain forward-looking statements that are subject to substantial risks and uncertainties which, if they occur, would likely materially affect results that are estimated, projected, sought, anticipated or expected. No assurance can be given that future developments affecting TradeStation, Quantum Fintech 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 TradeStation and Quantum Fintech.

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.

The forward-looking statements that will be made include, but are not limited to, TradeStation and Quantum FinTech’s expectations or predictions of financial and business performance and conditions, including account growth rates and total accounts, marketing spend and results, TradeStation initiatives being planned, competitive and industry outlook, and the timing or completion of the transaction. Plans, intentions or expectations disclosed in forward-looking statements may not be achieved and the recipient of this presentation should not place undue reliance on such forward-looking statements.

Any forward-looking statement made in this communication speaks only as of the date of this communication. TradeStation and Quantum FinTech are under no obligation, and expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by any applicable securities laws.

This call has been prerecorded, and there will not be a question-and-answer session as part of today’s presentation.

Hosting today’s call is John Schaible, Chairman and Chief Executive Officer of Quantum FinTech Acquisition Corporation, and John Bartleman, President and Chief Executive Officer of TradeStation. TradeStation’s Chief Financial Officer, Greg Vance, will also be providing comments.

With that, I’ll turn the call over to John Schaible. John . . .

John Schaible

Thank you.

I would like to thank all of our listeners and viewers for taking the time to learn more about TradeStation, Quantum FinTech and what we are trying to do together.

First, I’d like to tell you about Quantum FinTech, and who we are as a SPAC, what we have been looking for to bring value to our shareholders, and why we believe TradeStation is the right choice to bring to the public markets as an exchange-listed company.

Quantum FinTech’s seven board members have a wealth of fintech-oriented, financial services company experience. Among us, we have founded or co-founded, or helped lead or develop, online and full-service broker dealers, domestic and foreign banks, and exchanges, alternative trading systems, and electronic communication networks. We built several of these businesses from the ground up, and learned, sometimes the hard way, the importance of owning your core technology, being able to control your core operations, and having the right management expertise to execute your business plan. We believe TradeStation squarely meets these criteria.

There are numerous reasons why TradeStation is, in our judgment, the most attractive company we looked at in the fintech/financial services sector, and we looked at quite a few. TradeStation, as an online broker, owns its core trading platform technology, which year after year is recognized as the best, or one of the best, in industry awards and ratings. And TradeStation executes and clears its customer trades across all of the major asset classes it offers. Having this high level of control over both its technology and operations gives TradeStation valuable agility and flexibility in how it runs and grows its business, as well as the ability to scale efficiently.

Just as important, TradeStation has a seasoned and talented management team that is public-company ready and devotes significant focus and assigns a high priority to risk management, compliance, and financial and operational internal controls, which we deem an essential foundation for success, particularly when seeking to achieve accelerated account and revenue growth in a highly regulated environment.

TradeStation also has a large and growing addressable market. As you can see from Slide 9, the size of the U.S. self-directed investor market is significant, and growing rapidly, and we think you will see when John gives his presentation that TradeStation is well positioned to further penetrate the market and grow share in this exciting industry.

We are also very pleased about the structure of our deal with TradeStation. Monex Group, TradeStation’s parent company and sole shareholder, is rolling over 100% of its equity into this deal – it is not selling any shares – and has agreed to lock-ups of all of that rolled-over equity, some of it for up to three years. On top of that, Monex is co-anchoring our PIPE with a $50 million additional investment in TradeStation. Our other co-anchor of the PIPE, Galaxy Digital, which is also investing $50 million, is a recognized innovator in the digital asset, cryptocurrency and blockchain technology sector, and we are excited about this strategic investment by one of the world’s most prominent crypto companies.

We expect the transaction to be completed during the first half of 2022, subject to the satisfaction of customary closing conditions, including the approval of Quantum FinTech’s shareholders. Net proceeds from the transaction are expected to be used to help fund TradeStation’s plans to accelerate account and revenue growth through substantially increased brand-awareness and performance-based marketing spend, and to support increased product development and IT headcount for the completion of certain new product feature initiatives, as well as for additional liquidity to support an anticipated larger customer base.

With that, I will now turn this presentation over to John Bartleman, who became TradeStation’s chief executive five years ago. Over that time, John has led TradeStation’s strategy to expand its appeal to a much wider self-directed investor audience through numerous accomplishments, which he will talk about, making this, in our view, the right time for this transaction.

John…

John Bartleman

Thank you, John.

Online trading by self-directed traders and investors has recently become a dynamic and fast-growing environment, and we strongly believe TradeStation is well positioned for growth in this market.

I’ll spend the next few minutes introducing TradeStation, starting on Slide 13. TradeStation today offers award-winning trading software and services to an expanding customer base, has a differentiated and, we believe, superior position in the market, and has developed a proven, efficient account acquisition engine that has generated significant marketing return on investment. We believe that TradeStation is now primed to accelerate its customer account growth through a focused, well-defined marketing strategy, as well as other specific initiatives that I’ll discuss later in this presentation.

Let’s start with a look at our product offerings on Slide 14.

With the tools we offer, TradeStation caters to a broad spectrum of self-directed investors: from the very active trader to the self-directed retail investor who's looking for more simplicity and ease of use, but still expects to enjoy quality tools and features. We believe our tools have proven to be effective for these different types of traders and investors.

If you've heard of TradeStation, you've likely heard about, or maybe even used, the TradeStation desktop platform. This is our flagship platform. It has been around for over 20 years, and is extremely deep, not just with advanced order placement features and numerous charting and analytics tools, but also solutions for custom design of trading strategies, and the back-testing, optimization and automation of strategies. TradeStation’s core technology continues to be considered a best-in-class solution. It's a proven platform, and we think it is the best platform available today for the self-directed trader – and especially for active traders who want to test and refine their ideas before they put their money to work.

We also created a separate, standalone product for active options traders called OptionStation Pro. This very powerful analytics and order execution technology goes head-to-head with the top options products in the market, and we believe is superior in several respects.

We’ve also demonstrated the adaptability of our platform, taking the most-popular and most-used parts of the TradeStation desktop platform and migrating them over to our Web and mobile platform offerings. So now our customers have the power of TradeStation “on-the-go.” Web and mobile are now the fastest growing parts of our technology stack being used by customers, as more and more of them, particularly the younger generations, are doing their trading and investing using Web and mobile.

Now, if you look at the lower right side of the screen, we've highlighted what today is one of our largest API commercial alliances, TradingView. An API commercial alliance – we call them strategic alliances – which I will discuss in more detail later in this presentation – means that we use our advanced API technology to connect the TradeStation brokerage environment to other fintech platforms that people use for their trading and investment analysis and education.

TradingView, which reports having 30 million active users, is one of the largest investment communities in the world. TradingView’s customers, after they open a TradeStation brokerage account, can now use TradingView’s tools to place and manage their trades by accessing their TradeStation accounts directly from their TradingView screens.

TradingView is just one example, and is today our largest API strategic alliance, which is why we are highlighting it. But we've also connected our API to over 70 other platforms. We plan to provide more choices like these to our customers so that they get to decide what screens they prefer to use to access our execution and clearing brokerage services. We believe that going to where the customers are, and where they are comfortable, provides us with a much larger account growth opportunity than forcing everyone to switch to our front-end screens, even if ours are superior.

Now, as we shift to Slide 15, we look at our customer base. We present two significant customer demographics here. On the left side are the Baby Boomers and Gen X-ers. They are the core customers we've historically catered to, generally traders in their 40s to 60s, and some even older who actively trade in their retirement.

These customers are the type generally willing to put in the effort to become better traders. They include professional and semi-professional traders, higher net-worth active traders, quantitative and other types of strategy traders, as well as more experienced self-directed traders and those who want to be. They use our tools and data to develop a trading approach or a trading strategy that can be more consistently successful over time, and they seem to enjoy the advantage of having a large arsenal of tools to help make buy and sell decisions. These types of traders, generally, are heavy desktop platform users.

Now the group to the right are the Millennials and Gen Z’s. Over the last couple of years we've really started to see this group become a bigger part of our customer base, as you can see in the charts on the right. They've grown from 5% to 14% of our customer base over the last couple of years. These younger customers are more mobile and social media oriented in the products and environments they prefer and tend to be less frequent users of our deeper analytics technology. They're on their mobile devices generally and seem to enjoy having content and tools pushed to them, rather than being required to search for and pull the content and tools. The growth I just mentioned from 5% to 14% appears to indicate some early validation of the success of our web and mobile offerings for this group. Our plan is to continue to improve the quality, simplicity and ease-of-use of our web and mobile versions, giving this group more of what it expects and will likely continue to expect over time.

On the next slide, Slide 16, we show our view of our position in the market. This is one of my favorite slides, as we believe we're in a differentiated space. We see ourselves as being in an enviable position as compared to the legacy brokerages that have been offering mainly equities and options trading, and to some extent futures, over the past 20 to 25 years. The new challenger brokers who focus on simplicity are generally shallower in the depth of their offerings, and lack meaningful experience as brokerage firms, and the crypto exchanges and brokers, also relatively new in the industry, generally do not offer more than cryptocurrency trading.

We're one of the few, if not the only, brokerage firm out there that not only offers, but also self-clears, stocks, options, futures, and crypto in one platform environment. And we combine that with being an experienced and seasoned brokerage firm, with meaningful legal, compliance, risk management and internal audit functions and 20 years of operations under our belt. Self-clearing all asset classes, in and of itself, creates a differentiated value for TradeStation, giving us more control over what we do, including more flexibility to innovate and enhance our product offerings and scale our growth and capacity more quickly and efficiently.

Our multi-asset offering is another differentiator. For example, approximately 60% of our crypto customers trade equities with us at roughly the same frequency as our equities-only customers.

We should also point out that we are essentially an agency broker. We do not engage in market making or otherwise retain inventory that might place us on the other side of customers’ trades. So we do not face that type of balance sheet risk.

Turning to Slide 17, we look at our account growth over the last few years. I became TradeStation’s chief executive in 2016 with the mission and goal of expanding the reach of TradeStation in the self-directed investor market, from the active day trader to the broader universe of active self-directed investors.

In order to do that, there were many things we needed to put in place, including a refresh of our brand and market positioning, simpler commission pricing, easier and quicker account opening and funding, a more streamlined customer experience overall, and an expansion and deepening in quality of our web and mobile platform offerings. Everything we had in the past was really designed to cater to the more active trader, and we needed to show the benefits of our platform to younger and less-active traders and investors. Our most recent additions to achieve our goal were the launch of cryptocurrency brokerage services, the introduction of our advanced, proprietary API technology to widen our appeal through other financial, or fintech, platforms, and establishing the foundation of the next generation of our investment education services.

These sizeable accomplishments over the past several years have put us in the position we now find ourselves as a company. More to the point, we believe that now is the right time to capitalize on these accomplishments through accelerated marketing spend, including for wider brand awareness, and the pursuit of specific initiatives to further accelerate our growth and remain highly competitive in the market. And we believe that our visibility as a public company will enhance this effort – so, again, now is the right time for what we are doing here.

Turning now to Slide 18, we show the account growth engine we've created over the last several years to drive efficiencies in our marketing spend, resulting in lower cost per account.

As you can see here in the graph, we drove down our per-account acquisition cost from $462 in the June 2018 quarter to $257 in the June 2021 quarter. This is a significant drop in the cost per account, while maintaining a valuable customer base. We calculate the lifetime value of a customer account to be just over $3,200. So, if you look at the lifetime-value-to-cost-per-account ratio, it has been well over 10 times. This is a meaningful return on investment for the dollars we have been investing in our account growth.

However, turning now to Slide 19, you will see that although our ROI has been strong, we have significantly underinvested in marketing when compared to our competitors. We have held back on marketing for a few reasons. The most important one, though, is we needed the past several years to build the foundation of accomplishments we discussed on Slide 17 to position ourselves to penetrate the broader self-directed trader and investor markets. As mentioned earlier, we strongly believe now is precisely the right time to significantly scale our account growth through a substantial and targeted increase in our marketing spend, and we will describe that targeted marketing plan in more detail in a few minutes.

On Slide 20 we show a different view of the marketing optimization we have recently achieved. This slide looks at our annual marketing spend, and the estimated revenue from the customers brought on each year. Looking at the far left, in 2018 we invested $11 million in marketing, and got an eight-month payback. And you also see that this group of accounts generated revenue of $16 million in year one, $23 million in year two, and so forth, resulting in an estimated 7.2 times seven-year return.

And we've seen this happening consistently, year over year – though this past year, the fiscal year ended March 31, 2021, was an uptrend outlier compared to the periods before and after that spike in the market. That period captures the extreme volatility we experienced with COVID and the “Reddit/Game Stop” phenomena, resulting in higher-than-normal trading volumes for the sector.

On Slide 21 we show our historical marketing spend on the left, which generally reflects a seven-to-eight-month payback.

Now looking on the right side of this Slide, you see we currently plan to ramp-up marketing spend from the $17 million we spent in our last fiscal year, to $58 million in this current fiscal year, then $108 million and $147 million, respectively, over the next two fiscal years.

We're estimating an 11- to 12-month payback from our marketing investment in the projected period, which is less efficient than what we've achieved in the past, as we are assuming a higher per-account acquisition cost during the projected period. This higher account cost estimate is driven by a change in how we plan to allocate our marketing spend, particularly for more brand awareness marketing, which we’ll discuss more later. Spending on brand awareness marketing, which we have not really done before, likely reduces our marketing efficiency in the short term, but as we increase awareness and optimize our spend over the next few years we believe we will drive down the cost per account over time.

It is worth mentioning, though, that even with the higher marketing spend and cost per account, we still expect to generate returns of six-to-seven times over seven years or less.

Turning now to Slide 22, we share some more detail on our targeted marketing strategy – how we will spend the additional marketing dollars – by showing how we have spent, and now plan to spend, in the various marketing channels. Each of the circled areas on this slide represents a channel in which we expect to invest marketing dollars, and we will go through them, as it is important to demonstrate the thoughtful, performance- and data-driven marketing plan that we believe we have developed.

The small slivers of blue in these circles represent what we've spent in the recent past to penetrate the available digital marketing impressions in a particular channel. Note that some of them are 0%, or close to 0%, and none has been higher than 5%. You can see that we are not close to the point of meaningful saturation in any one of these channels. As mentioned earlier, we plan to focus much more on brand awareness – we are simply, as they say, “not on the shelves.” We need to be, and believe that our planned increased spending in Brand Marketing channels like YouTube, Hulu, Facebook, Instagram and Twitter, and spending on Performance Marketing channels, such as mobile app stores and search engines, will increase visibility of TradeStation in places where customers are looking for our product. As I said, we simply haven’t had this visibility in the past.

We also plan to focus more on affiliate marketing – these are the review-type sites that promote products and get paid for referrals. Again, we have done very little of this in the past. Another is refer-a-friend programs. We believe that many self-directed traders and investors decide on which broker to use based on a friend or family member’s recommendation, and this is, we believe, an important source of new accounts for us, even without a formal referral program. So, we are planning to put in place a formal referral program that should not only help further drive account growth, but also help reduce the overall cost per account.

As we look beyond our planned marketing investment, starting with Slide 24, we are focused on three main areas to further accelerate account growth.

The first area relates to our core brokerage business – equities, options and futures. As we’ve said, we enjoy an advantageous and differentiated positioning compared to most of our competitors by executing and self-clearing our customers’ stocks, options and futures trades, having direct connectivity to exchanges and other electronic markets, and offering proprietary award-winning and robust technology. We believe this combination creates real operating leverage for us to scale our anticipated growth.

But we want to do more.

For example, we plan to further simplify our user experience by better integrating, in a more seamless and user-friendly fashion, our education content, community and tools in a more modern web and mobile experience. We’re also looking to build more AI-based insights and education. As I mentioned earlier, we believe the younger audience wants ideas to be brought to them. They’re used to consuming information in more of a social media context, and we’re working on thoughtfully introducing that type of capability into our offering.

And that goes hand in hand with a peer-to-peer community. We have robust community forums today with customers sharing ideas, and plan to bring these into the style of today’s social media communities for idea sharing. We are also looking to offer our customers the ability to buy fractional shares and use debit cards, both attractive to the younger generation of traders and investors.

On the right of Slide 24, you can see our historical revenue growth across the various asset classes, as well as the growth we’re projecting over the next three fiscal years. We expect significant growth coming primarily from equities and options, as those are the most traded and the fastest growing segments of our business today.

You may also notice that we have not experienced, and are not estimating, increases in futures trading revenues from our customers. However, we do see potential upside in our futures business for at least two reasons. One, some of the futures exchanges are now seeking to attract more retail users with smaller trade sizes and better transaction pricing and, two, we think more customers who trade crypto will want to simultaneously benefit from being able to trade crypto futures on those exchanges, which we can provide.

On Slide 25 is our second main focus area: to expand the growth of our crypto brokerage business.

When we launched this offering two years ago, we focused on the stability and scalability of this platform. We only introduced the five most active cryptos at the time: Bitcoin, Bitcoin Cash, Ethereum, Litecoin and USDC stable coin.

Those five cryptos represent right now about two-thirds of the overall crypto market volume. However, we plan to start expanding the cryptocurrencies we support on our platform. For example, over the next several weeks we expect to add Paxos Gold, and we have a roadmap of others we plan to roll out after that.

We're also looking at how to more seamlessly integrate our crypto offering into the core proprietary Web and mobile technologies used by our customers, and adding support for cryptocurrency IRA accounts, which we currently offer for equities and futures accounts. We believe that offering crypto IRA accounts is a meaningful opportunity to accelerate crypto account growth, as many traders hold a large portion of their assets in IRAs, and we have seen significant demand for crypto IRAs from our customers and prospects.

We also plan to expand our cryptocurrency offering to customers who reside outside the United States. The marketing we do today for crypto is just in the U.S., as our licensed brokerage subsidiary in London, which currently introduces equities and futures accounts to our U.S. brokerage, is not yet licensed to introduce crypto accounts. We are working to obtain this license so we are able to offer this to these customers.

If you look to the right of Slide 25, you see the growth we've had in our crypto brokerage accounts during the last year and a half, and our growth expectations for the next three fiscal years. We see the crypto trading and investing market as an exciting, growing opportunity over the next several years, and believe we are well-positioned to achieve high account growth in this area.

Slide 26 is the third area in which we plan to increase our focus, and possibly one of the more significant areas of potential account growth for us. This is what we call our strategic alliance business, meaning expansion of our presence in the market through numerous API-driven commercial relationships.

What we have done, essentially, is enabled our brokerage environment, including execution, clearing and account management – through our API technology – to be seamlessly accessible from the front-end screens of third-party businesses, so that their customers who open a TradeStation account can access our brokerage services from those third-party screens. These third-party businesses can now have a more attractive product offering because they can offer their customers seamless access to trade execution and other brokerage services without forcing those customers to leave their screens. It is a win-win-win situation – for the customers, for those third-party businesses, and for us.

As I mentioned earlier, we have thus far onboarded through our API over 70 platforms, which are primarily non-brokerage, fintech trading and investing analysis platforms, but we also have a few wealth-management type platforms that we want to integrate with us, and we’re talking to some banks, neo banks and payment platforms that likewise have expressed interest in providing to their customers this seamless access to our brokerage services. We plan to continue to develop our API capabilities to attract broader ranges of customers who currently reside on industry-related financial platforms of various types, as well as to provide seamless enablement of account opening, funding and customer self-service from the screens through which they are accessing the TradeStation environment.

If you look to the right of Slide 26, you see the healthy revenue growth we've generated from API strategic alliances, as well as what we're projecting for the rest of the current fiscal year. However, please note that for our financial projections we have not assumed any new very-large API strategic alliances. Rather, we have only assumed organic growth proportionately based on the current size and volume of our existing strategic alliances. Therefore, there can be significant upside to this aspect of our model if additional large players enter into API strategic alliances with us.

Another exciting potential area of growth in our API strategic alliance initiative is crypto exchanges, which we believe are starting to realize, or have already realized, they may need to offer investment assets other than cryptocurrencies to remain competitive and sustain and grow their businesses. We are actively talking to some of them who have expressed interest in potentially working with TradeStation to provide their customers with access to equites, options and futures products.

That wraps up my discussion of our overall strategy. To summarize our growth strategy: substantially increased, well-targeted marketing spend is the centerpiece, with expanded core brokerage, cryptocurrency brokerage, and API strategic alliance initiatives added to further accelerate growth and competitiveness in the industry.

With that, I’ll turn it over to Greg Vance, our Chief Financial Officer, to go through some historical and projected financial highlights with you.

Greg . . .

Greg Vance

Thanks, John. To introduce you to our financials, including our estimated results over the three-year period ending March 31, 2024, let’s first look at how we generate revenue. Most of our revenues are generated from our customers’ trading activities and interest income we earn on customer assets in our custody. The mix varies and depends on trading volumes and interest rates.

Slide 28 shows our recent net revenue breakdown by key categories. In the two fiscal years ending March 2019 and March 2020, trading-related revenue represented 60% of our total net revenues and interest income represented 33%-to-35%, as you can see in the chart on the right. This shifted to 78% and 18%, respectively, in FYE March 2021, principally due to two factors: one, the very low interest rates and, two, the extraordinary volumes that we saw during the pandemic, which we view for these purposes as roughly the period March 2020 through March 2021.

As John discussed earlier, at the heart of our strategy is our plan to significantly increase our marketing spend, which we believe will increase customer account growth in both our core securities brokerage business -- by which we mean our equities, options and futures brokerage business viewed as a whole -- as well as our more recent cryptocurrency brokerage offering.

The three charts on Slide 29 demonstrate the projected progression of our marketing spend to our expected increase in our total customer accounts. Again, customer account growth is projected to be the primary driver of our revenue.

Our marketing spend is planned to increase from $17 million in FYE March 2021 to $147 million in FYE March 2024. This increased marketing expense will be partially financed through the proceeds of this transaction.

We project that our increase in marketing spend will increase our annual gross new accounts from the 79,000 we achieved in FYE March 2021 to 568,000 gross new accounts to be added during FYE March 2024, and we are projecting to have just under one million total customer accounts by the end of FYE March 2024. It’s important to note that we believe no significant new products, features or enhancements are required in the near- to mid-term for our increased marketing spend to drive this account growth.

We are not, however, expecting to grow our account base at the same low cost per account recently achieved. Instead, we’re projecting our account acquisition cost to increase in the short term by more than 50%, as compared to the previous fiscal year, for two reasons:

One, we saw a significant spike in new customer account adds during the pandemic, and anticipate that returning to more normalized, pre-pandemic levels, which we’ve already started to see; and

Two, as part of our increase in marketing spend, a portion will be focused on generating greater general brand awareness, which we historically haven’t done much of. This will be an investment in the near term, but over time should improve marketing conversion rates, better optimizing our account acquisition costs.

Slide 30 presents how our projected increase in our total customer accounts should drive an increase in both total customer assets and trading volumes. These, in turn, should generate an increase in net revenues.

Customer assets include customer securities and futures positions, cryptocurrency positions, and customer cash in our custody that generate interest income through our investment, including lending, of those assets.

Trading volume is measured by daily average revenue trades, known in our industry as DARTs, which generates brokerage commission revenue and payment for order flow. We project trading volume to grow at a 52% compound annual growth rate. Total net revenue is estimated to grow to approximately $518 million in FYE March 2024 at a 33% compound annual growth rate.

If we can turn to Slide 40 for a moment, we believe it is important to emphasize that in projecting our customers’ trading volume we are not using an assumption of the inflated trading levels we saw during the pandemic period, but rather trading volume levels more consistent with what we experienced prior to, and following, that inflated period.

Slide 31 shows the primary components of our projected net revenue growth over the three-year period ending March 31, 2024.

In total, our net revenue growth is projected to be $299 million over that three-year period. Of this, $241 million, or 81%, is expected to come from trading-related revenues, primarily options and cryptocurrency commissions and fees, and $58 million is expected to come from interest income earned from investing customers’ cash in our custody, margin lending, and securities and cryptocurrency lending. Customer cash in our custody was approximately $2.9 billion at September 30, 2021.

Looking at our projected net revenue growth of $299 million from another perspective, $197 million, or 66%, relates to our estimated core brokerage growth and $102 million relates to estimated growth in our cryptocurrency brokerage offering.

We expect our wallet share – meaning the amounts our customers spend with us instead of our competitors – to increase, as we believe a growing number of our customers will trade and invest on our platform in multiple asset classes, primarily equities, options and crypto. As John pointed out earlier, approximately 60% of our customers that trade cryptocurrencies trade equities at roughly the same frequency as our equities-only customers.

Slide 32 is a summary of our historical and projected income and loss financials, showing the last three completed fiscal years followed by three years of estimated results.

Please note that we have assumed for these projections: one, that our revenue per account will decline as our anticipated customer mix changes to a higher percentage of younger traders; and two, that there will be continued price compression on fees and commissions in general as a result of ongoing price competition in our industry.

For our interest rate assumptions, we used the one-month LIBOR forward-yield curve, which projected a modest increase beginning in FYE March 2024 in applicable interest rates.

From a model sensitivity standpoint, a 25-basis point increase over the effective interest rates we have assumed in our model would increase our pre-tax income by $9.6 million in FYE March 2023 and $11.6 million in FYE March 2024. This example assumes that we would be able to reinvest all of our customer cash at that higher rate and that none of the increased interest income would be shared with our customers.

Our variable costs, such as cost of service provided, marketing spend, certain headcount-related costs and communication costs are expected to increase in line with account growth and associated revenues.

We expect to operate at a loss in FYE March 2022 and FYE March 2023 as we ramp up our investments in marketing, as well as in headcount, primarily for IT and product development. We then expect to generate $40 million of adjusted income before income taxes for FYE March 2024, and will seek to continue to increase our income before income taxes thereafter as our business continues to scale.

I’ll now turn the presentation back over to John Schaible.

John Schaible

Thank you, Greg.

I will conclude this presentation by asking you to consider TradeStation’s valuation for this transaction. As you will note on Slide 33, when viewing TradeStation’s value as a multiple of both calendar year 2021 and 2022 estimated revenue, its valuation appears to be quite attractive compared to the selected peer group. This selected peer group includes both legacy and challenger online brokers, cryptocurrency exchanges and brokers, and recent fintech companies. As John demonstrated earlier, virtually none of these peers have TradeStation’s complete package of core technology ownership, self-clearing operations across equities, options, futures and crypto, advanced API technology, and seasoned and experienced management.

Again, thank you for taking the time to learn more about this transaction and about TradeStation.

# # #

XML

Cover	Nov. 04, 2021
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 04, 2021
Entity File Number	001-40009
Entity Registrant Name	QUANTUM FINTECH ACQUISITION CORPORATION
Entity Central Index Key	0001830795
Entity Tax Identification Number	85-3286402
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4221 W. Boy Scout Blvd
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33607
City Area Code	(813)
Local Phone Number	257-9366
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one redeemable Warrant
Trading Symbol	QFTA.U
Security Exchange Name	NYSE
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	QFTA
Security Exchange Name	NYSE
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50
Title of 12(b) Security	Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50
Trading Symbol	QFTA WS
Security Exchange Name	NYSE