UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
On April 28, 2022, Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), entered into a Second Amendment (the “Second Amendment”) to the previously announced Agreement and Plan of Merger (the “Original Agreement” and as amended by the First Amendment, dated December 17, 2021 (the “First Amendment”) and the Second Amendment, the “Merger Agreement”), dated as of November 4, 2021, 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 Second Amendment 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”).
The Second Amendment reduced the number of shares of common stock, par value $0.01 per share, of TradeStation (“TradeStation Shares”) to be held by Monex Group, Inc., the sole stockholder of TradeStation (“Monex”) following the Merger by 150,000 TradeStation Shares and correspondingly reduced the number of TradeStation Shares to be delivered by Monex at the closing of the Business Combination (the “Closing”) to an escrow account established pursuant to an escrow agreement by 150,000 TradeStation Shares from 34,148,232 to 33,998,232 TradeStation Shares (the “Monex Earn Out Shares”) and increased the number of TradeStation Shares to be delivered by Quantum Ventures LLC (“Quantum Ventures”) and Chardan Quantum LLC (“Chardan” and, together with Quantum Ventures, the “Sponsors”) at the Closing to an escrow account established pursuant to an escrow agreement by a corresponding amount from 798,894 to 948,894 TradeStation Shares (the “Sponsor Earn Out Shares” and, together with the Monex Earn Out Shares, the “Earn Out Shares”). The Earn Out Shares will be released upon the achievement of certain milestones (based on certain price targets of TradeStation Shares following the Closing). In the event such milestones are not met within five years of the Closing, the Earn Out Shares will be automatically released to TradeStation for cancellation. There will be no change in the number of Earn Out Shares in aggregate as a result of the Amendment.
All other material terms of the Original Agreement, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2021 (the “November 10 Form 8-K”), as amended by the First Amendment, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on December 17, 2021 (the “December 17 Form 8-K”), remain the same.
The foregoing description of the of the Merger Agreement (including the Second Amendment) does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement and the Second Amendment. A copy of the Second Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference. A copy of which is attached as Exhibit 2.1 to the November 10 Form 8-K, as amended by the First Amendment, a copy of which is attached as Exhibit 2.1 to the December 17 Form 8-K and is incorporated herein by reference.
Concurrently with entry into the Second Amendment, the Sponsor delivered to Quantum and TradeStation a Letter Agreement (the “Letter Agreement”), dated April 28, 2022, which amends the Sponsor Support Agreement (the “Sponsor Support Agreement”), dated as of November 4, 2021, between Quantum, the Sponsors, TradeStation and Monex, to reduce the number of shares of common stock of Quantum (“Quantum Shares”:) required to be forfeited by the Sponsors by 150,000 from 1,610,554 Quantum Shares to 1,460,554 Quantum Shares. In addition, pursuant to the Letter Agreement, the Sponsors each agreed to forfeit, following the Merger, a number of private warrants exercisable for Quantum Shares (“Private Warrants”) as a result of which they will not benefit from the anti-dilution provisions contained in the warrant agreement, dated February 4, 2021, by and between Quantum and Continental Stock Transfer & Trust Company, as warrant agent, that the Public Warrants will benefit from as a result of the issuance of 750,000 additional TradeStation Shares that TradeStation will be issuing to public stockholders of Quantum at Closing as an incentive not to redeem their Quantum Shares (subject to the cap on the exchange ratio included in the Merger Agreement). As a result, the Sponsors will forfeit the number of Private Warrants such that the number of TradeStation Shares issuable upon exercise of the Private Warrants following the Merger shall equal the number of Quantum Shares for which the Private Warrants were exercisable prior to the Merger.
All other material terms of the Sponsor Support Agreement, which was previously filed by the Company as Exhibit 10.2 to the November 10 Form 8-K remain the same.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. References herein to the Sponsor Support Agreement are qualified in their entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.2 to the November 10 Form 8-K and is inincorporated herein by reference.
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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 proxy statement/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.
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.
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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 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 Closing.
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; (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.
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 | |
|
2.1 |
||
| 10.1 | Letter Agreement, dated as of April 28, 2021, delivered to TradeStation Group, Inc. and Quantum FinTech Acquisition Corporation by Quantum Ventures LLC and Chardan Quantum LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 28, 2022 | |||
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Exhibit 2.1
This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated April 28, 2022 (this “Amendment”), is entered into by and between Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”), TradeStation Group, Inc., a Florida corporation (the “Company”), and TSG Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
WHEREAS, on November 4, 2021, the parties hereto entered into the Agreement and Plan of Merger, and on December 17, 2021, the parties entered into that First Amendment to the Agreement and Plan of Merger (taken together, the “Merger Agreement”).
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Section 4.01(a). Section 4.01(a) is hereby amended and restated in its entirety as follows:
“(a) At the Closing, Monex shall deliver, or cause to be delivered, electronically through The Depository Trust Company (“DTC”), using DTC’s Deposit/Withdrawal At Custodian System, to an escrow agent (the “Escrow Agent”), to hold on behalf of Monex, 33,998,232 shares of Company Common Stock (the “Monex Earn Out Shares”) to be held in an escrow account (the “Escrow Account”) established pursuant to an escrow agreement to be entered into at or prior to the Closing by Quantum, the Sponsor, the Company, Merger Sub, Monex and the Escrow Agent (the “Escrow Agreement”), which shall be in a form reasonably satisfactory to Quantum, the Sponsor, the Company, Merger Sub and Monex. Following the Closing, the Monex Earn Out Shares shall be released and delivered as follows, upon the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement:
(i) Upon the occurrence of Triggering Event I, an aggregate of fifty percent (50%) of the Monex Earn Out Shares will be released from the Escrow Account and distributed to Monex or to Monex’s Permitted Transferees (as defined in the Company Support Agreement);
(ii) Upon the occurrence of Triggering Event II, an aggregate of fifty percent (50%) of the Monex Earn Out Shares will be released from the Escrow Account and distributed to Monex or to Monex’s Permitted Transferees (as defined in the Company Support Agreement); and
(iii) if the conditions set forth in Section 4.01(a)(i) or Section 4.01(a)(ii) have not been satisfied within the Earn Out Period, any Monex Earn Out Shares remaining in the Escrow Account shall be automatically released to the Company for cancellation and Monex shall not have any right to receive such Monex Earn Out Shares or any benefit therefrom.”
2. Amendment to Section 4.02(a). Section 4.02(a) is hereby amended and restated in its entirety as follows:
“(a) At the Closing, the Sponsor shall deliver, or cause to be delivered, electronically through the DTC, using DTC’s Deposit/Withdrawal At Custodian System, to the Escrow Agent, 948,894 of the shares of Company Common Stock to be delivered to Sponsor in accordance with Section 3.01(a) (the “Sponsor Earn Out Shares”).”
3. Amendment to AnnexA. Annex A is hereby amended and restated in its entirety as follows:
“ANNEX A
Pre-Closing Restructuring Plan
Prior to Closing (and, for the avoidance of doubt, prior to the adoption of the Amended and Restated Charter and the Amended and Restated Bylaws), pursuant to the applicable provisions of the laws of the State of Florida and the Governing Documents of the Company, the Company’s board of directors will (a) authorize a division (the “Share Division”) of all issued and outstanding shares of the Company Common Stock such that, upon the consummation of the Share Division, there will be 163,748,232 shares of Company Common Stock issued and outstanding (comprised of the Closing Monex Share Consideration and the Monex Earn Out Shares), and (b) amend the articles of incorporation of the Company to increase the number of authorized shares of the Company Common Stock to 750,000,000 (such amendment, the “Articles Amendment”). The form of the articles of incorporation of the Company effectuating the Articles Amendment is attached hereto as Exhibit 8.05 and is incorporated herein by this reference.
Following the consummation of the Share Division and the Articles Amendment and prior to Closing, pursuant to the applicable provisions of the laws of the State of Florida and the Governing Documents of the Company, the Company will adopt the Amended and Restated Charter and the Amended and Restated Bylaws.”
4. Sponsor Side Letter. The effectiveness of this Amendment is conditioned upon the delivery by the Sponsor of an executed counterparty to the Letter Agreement, in the form attached hereto as Exhibit A (the “Letter Agreement”) pursuant to which the Sponsor agrees to forfeit Private Warrants that provide additional economic incentive as a result of the anti-dilution adjustments to the Quantum Warrants resulting from the Merger.
5. References to the Merger Agreement. After giving effect to this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder,” “herein” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment, and all references in the Company Disclosure Schedules to “the Agreement” shall refer to the Merger Agreement as amended by this Amendment. All references in the Merger Agreement and the Company Disclosure Schedules to “the date hereof” and “the date of this Agreement” shall refer to November 4, 2021.
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6. Other Miscellaneous Terms. The provisions of Article XIII of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.
7. Amendment. Except as expressly amended by this Amendment, the terms of the Merger Agreement shall remain unchanged and continue in full force and effect.
8. Governing Law. This Amendment and all Actions (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Amendment or the negotiation, execution or performance of this Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
9. Counterparts. This Amendment may be executed by facsimile or via scan/email, DocuSign or a similar method, and in counterparts, all of which shall be considered an original and one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
[Remainder of page intentionally left blank.]
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The parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the date first written above.
| QUANTUM FINTECH ACQUISITION CORPORATION | |||
| By: | /s/ John Schaible | ||
| Name: | John Schaible | ||
| Title: | Chief Executive Officer | ||
| TRADESTATION GROUP, INC. | |||
| By: | /s/ John Bartleman | ||
| Name: | John Bartleman | ||
| Title: | President | ||
| TSG MERGER SUB, INC. | |||
| By: | /s/ John Bartleman | ||
| Name: | John Bartleman | ||
| Title: | President | ||
[Signature page to the Amendment to the Merger Agreement]
April 28, 2022
Quantum FinTech Acquisition Corporation
4221 W. Boy Scout Blvd.
Suite 300
Tampa, FL 33607
TradeStation Group, Inc.
8050 S.W. 10th Street, Suite 4000
Plantation, Florida 33324
Attention: John Bartleman; Marc Stone
E-mail: Jbartleman@TradeStation.com; Mstone@TradeStation.com
| Re: | Private Placement Warrants |
Ladies and Gentlemen:
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Second Amendment to the Agreement and Plan of Merger, dated as April 28, 2022 (the “Second Amendment”), which amends and supplements that certain Agreement and Plan of Merger, dated as of November 4, 2021 (as amended by that First Amendment dated as of December 17, 2021) (collectively, the “Merger Agreement”), by and among Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”), TradeStation Group, Inc., a Florida corporation (the “Company”), and TSG Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”). Article III of this Letter Agreement shall also serve to amend Section 1.6 of that certain Sponsor Support Agreement dated as of November 4, 2021, by and among Quantum Ventures LLC, a Delaware limited liability company (the “Sponsor Holdco”), Chardan Quantum LLC (“Chardan”), Quantum, the Company and certain other parties (the “Sponsor Support Agreement”), it being understood that all other terms of the Sponsor Support Agreement shall remain unchanged and continue in full force and effect. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
In order to induce the Company, Quantum and Merger Sub to enter into the Second Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sponsor Holdco and Chardan each agree, as follows:
ARTICLE I
Sponsor Holdco Acknowledgement and Forfeiture.
Section 1.1 Sponsor Holdco hereby acknowledges that it is the record and beneficial owner of 4,922,500 Private Warrants (the “Sponsor Holdco Warrants”) and that by virtue of the Merger Agreement and the anti-dilution adjustment mechanics of such Sponsor Holdco Warrants (the collectively, the “Warrant Adjustment Provisions”), at the Effective Time, each such Sponsor Holdco Warrant will become a warrant (a “Company Warrant”) exercisable for a number of shares of Company Common Stock equal to the lesser of (i) 1.3727 and (ii) (A) the sum of (1) the Post-Redemption Quantum Public Share Number plus (2) 750,000 divided by (B) the Post-Redemption Quantum Public Share Number (the “Exercisable Share Number”).
Exhibit A-1
Section 1.2 In consideration for the Company’s, Quantum’s and Merger Sub’s entry into the Amendment, Sponsor Holdco desires to waive and forgo any excess economic effects of the Warrant Adjustment Provisions that arise solely in connection with the consummation of the transactions contemplated by the Merger Agreement and hereby acknowledges and agrees that, immediately prior to the Effective Time, Sponsor Holdco will automatically be deemed to irrevocably transfer without further consideration to Quantum, and surrender and forfeit for no additional consideration, a number of Sponsor Holdco Warrants equal to (i) (A) the difference between (1) Exercisable Share Number minus (2) one (1), multiplied by (B) 4,922,500, divided by (ii) the Exercisable Share Number, rounded down to the nearest whole warrant. For the avoidance of doubt, the calculation in this Section 1.2 shall in all cases be computed such that, following the surrender and forfeiture contemplated herein, Sponsor Holdco shall have a number of Sponsor Holdco Warrants that when exercised in full are exercisable for 4,922,500 shares of Company Common Stock.
ARTICLE II
CHARDAN Acknowledgement and Forfeiture.
Section 2.1 Chardan hereby acknowledges that it is the record and beneficial owner of 1,230,625 Private Warrants (the “Chardan Warrants”) and that by virtue of the Warrant Adjustment Provisions, at the Effective Time, each such Chardan Warrant will become a Company Warrant exercisable for the number of shares of Company Common Stock equal to the Exercisable Share Number.
Section 2.2 In consideration for the Company’s, Quantum’s and Merger Sub’s entry into the Amendment, Chardan desires to waive and forgo any excess economic effects of the Warrant Adjustment Provisions that arise solely in connection with the consummation of the transactions contemplated by the Merger Agreement and hereby acknowledges and agrees that, immediately prior to the Effective Time, Chardan will automatically be deemed to irrevocably transfer without further consideration to Quantum, and surrender and forfeit for no additional consideration, a number of Chardan Warrants equal to (i) (A) the difference between (1) Exercisable Share Number minus (2) one (1), multiplied by (B) 1,230,625, divided by (ii) the Exercisable Share Number, rounded down to the nearest whole warrant. For the avoidance of doubt, the calculation in this Section 2.2 shall in all cases be computed such that, following the surrender and forfeiture contemplated herein, Chardan shall have a number of Chardan Warrants that when exercised in full are exercisable for 1,230,625 shares of Company Common Stock.
Exhibit A-2
ARTICLE III
AMENDMENT TO SPONSOR SUPPORT AGREEMENT.
Section 1.06 of the Sponsor Support Agreement is hereby amended and restated in its entirety as follows:
“Section 1.6 Forfeiture. Sponsor Holdco and Chardan hereby acknowledges and agrees that, immediately prior to the Effective Time, they shall automatically be deemed to irrevocably transfer without further consideration to the Company, and surrender and forfeit for no consideration, a total of 1,460,554 shares of Quantum Common Stock (collectively, the “Forfeited Stock”) and that from and after such time the Forfeited Stock shall be deemed to be cancelled and no longer outstanding.”
ARTICLE IV
Miscellaneous.
The provisions of Article III of the Sponsor Support Agreement shall apply mutatis mutandis to this Agreement.
[Signature Page Follows.]
Exhibit A-3
| Sincerely, | |||
| QUANTUM VENTURES LLC | |||
| By: | /s/ John Schaible | ||
| Name: | John M. Schaible | ||
| Title: | Chief Executive Officer | ||
| CHARDAN QUANTUM LLC | |||
| By: | /s/ Jonas Grossman | ||
| Name: | Jonas Grossman | ||
| Title: | Managing Member | ||
Exhibit A-4
| Agree to and Acknowledged: | ||
| TRADESTATION GROUP, INC. | ||
| By: | /s/ John Bartleman | |
| Name: | John Bartleman | |
| Title: | President | |
| MONEX GROUP, INC. | ||
| By: | /s/ Oki Matsumoto | |
| Name: | Oki Matsumoto | |
| Title: | Chairman & CEO | |
| QUANTUM FINTECH ACQUISITION CORPORATION | ||
| By: | /s/ John Schaible | |
| Name: | John Schaible | |
| Title: | Chief Executive Officer | |
Exhibit A-5
Exhibit 10.1
April 28, 2022
Quantum FinTech Acquisition Corporation
4221 W. Boy Scout Blvd.
Suite 300
Tampa, FL 33607
| Re: | Amendment to Letter Re: Founder Shares of Quantum FinTech Acquisition Corp. and other arrangements |
Mr. Grossman:
This letter (this “Letter Agreement Amendment”) is being delivered to you in order to memorialize a change in our understanding between Quantum FinTech Acquisition Corp., a Delaware corporation (the “Company”) and Chardan Quantum LLC, a Delaware limited liability company (“you” or “Chardan”) regarding certain matters related to the Company’s business combination with TradeStation Group, Inc. (the “Business Combination”) which was originally documents in that certain Letter Agreement dated November 9, 2021 (the “Original Letter Agreement”).
As you recall, in the Original Letter Agreement, the parties acknowledged that the Company’s “Sponsor” (i) was required to subject up to 798,894 shares of Class B common stock to certain post-closing earn-out/forfeiture provisions (the “Earnout Shares”) and (ii) was required to forfeit up to 1,610,554 shares of Class B common stock (the “Forfeited Share”) under the terms of the original Business Combination Agreement (the “Original Business Combination Agreement”), dated November 4, 2021, by and among the Company and TradeStation Group, Inc. (“TSG”) and TSG Merger Sub, Inc. (“Merger Sub”) and that in connection with the execution of the Original Business Combination Agreement, and certain other covenants reflected in the Original Letter Agreement, Chardan agreed to surrender and forfeit for no consideration 322,111 of the Forfeited Shares and to subject 159,779 of the Earnout Shares to certain post-closing earnout provisions described in Section 4.02 of the Original Business Combination Agreement.
As you are aware, on the date hereof, the Company, TSG and Merger Sub are entering into an amendment into the Business Combination Agreement (the “Merger Agreement Amendment”) pursuant to which the number of Earnout Shares is being increased from 798,894 Earnout Shares to 948,894 Earnout Shares and the Company’s “Sponsor” is entering into a side letter (the “Side Letter”) pursuant to which, among other things, the number of Forfeited Shares will be decreased from 1,610,554 Forfeited Shares to 1,460,554 Forfeited Shares.
Solely in connection with the requirements described in clauses (i) and (ii) of the first paragraph above with respect to the Business Combination which have been amended by the terms of the Merger Agreement Amendment and the Side Letter, Chardan agrees to surrender and forfeit for no consideration 292,111 of the Forfeited Shares and to subject 189,779 of the Earnout Shares to those certain post-closing earnout provisions described in Section 4.02 of the Business Combination Agreement (as amended by the Merger Agreement Amendment).
Except as expressly amended by the preceding paragraph, the terms of the Original Letter Agreement shall remain unchanged and continue in full force and effect.
[Signature Page to Follow]
| Sincerely, | |||
| QUANTUM FINTECH ACQUISITION CORP. | |||
| By: | /s/ John Schaible | ||
| Name: | John Schaible | ||
| Title: | Chief Executive Officer | ||
| Acknowledged and Agreed: | |||
| CHARDAN QUANTUM LLC | |||
| By: | /s/ Jonas Grossman | ||
| Name: | Jonas Grossman | ||
| Title: | President | ||
Exhibit A