0001474506-24-000045.txt : 20240216 0001474506-24-000045.hdr.sgml : 20240216 20240216194316 ACCESSION NUMBER: 0001474506-24-000045 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240209 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Quantum Ventures LLC CENTRAL INDEX KEY: 0001843688 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40009 FILM NUMBER: 24650222 BUSINESS ADDRESS: STREET 1: 4221 W. BOY SCOUT BLVD. STREET 2: SUITE 300 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-257-9366 MAIL ADDRESS: STREET 1: 4221 W. BOY SCOUT BLVD. STREET 2: SUITE 300 CITY: TAMPA STATE: FL ZIP: 33607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Quantum FinTech Acquisition Corp CENTRAL INDEX KEY: 0001830795 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 853286402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4221 W. BOY SCOUT BLVD. STREET 2: SUITE 300 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 720-656-2176 MAIL ADDRESS: STREET 1: 4221 W. BOY SCOUT BLVD. STREET 2: SUITE 300 CITY: TAMPA STATE: FL ZIP: 33607 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-02-09 1 0001830795 Quantum FinTech Acquisition Corp QFTA 0001843688 Quantum Ventures LLC C/O QUANTUM FINTECH ACQUISITION CORP 4221 W. BOY SCOUT BLVD., SUITE 300 TAMPA FL 33607 0 0 1 0 0 Common Stock 2024-02-09 4 D 0 3796335 D 0 D This Form 4 is being filed by Quantum Ventures LLC ("Quantum Ventures"). Messrs. Schaible, Caamano and Patel are the three managers of Quantum Ventures. Any action by Quantum Ventures with respect to the founder shares held by it, including voting and dispositive decisions, requires a majority vote of the board of managers. Accordingly, under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Quantum Ventures' managers, none of the managers of Quantum Ventures is deemed to be a beneficial owner of Quantum Ventures' securities, even those in which such manager holds a pecuniary interest. Accordingly, none of such individuals is deemed to have or share beneficial ownership of the founder shares held by Quantum Ventures. Pursuant to the Business Combination Agreement, dated November 16, 2022, as amended, by and among (i) the Issuer, (ii) Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned Subsidiary of Issuer ("New Pubco"), (iii) Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned Subsidiary of New Pubco ("Merger Sub 1"), (iv) Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned Subsidiary of New Pubco, (v) AtlasClear, Inc., a Wyoming corporation, (vi) Atlas FinTech Holdings Corp, a Delaware corporation and (vii) Robert McBey, on February 9, 2024, the Issuer merged with and into Merger Sub 1, with Issuer surviving as a wholly-owned subsidiary of New Pubco (the "Business Combination"). As a result of the Business Combination, each issued and outstanding share of common stock of the Issuer was exchanged for one share of common stock of New PubCo. /s/ John Schaible, Manager 2024-02-16