Calculator New PubCo Inc.

16/04/2024 | Press release | Distributed by Public on 16/04/2024 22:35

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Quantum Ventures LLC
2. Issuer Name and Ticker or Trading Symbol
AtlasClear Holdings, Inc. [ATCH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ATLASCLEAR HOLDINGS, INC. , 4030 HENDERSON BLVD., SUITE 712
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
TAMPA FL 33629
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Quantum Ventures LLC
C/O ATLASCLEAR HOLDINGS, INC.
4030 HENDERSON BLVD., SUITE 712
TAMPA, FL33629
X

Signatures

/s/ Tricia Branker, Attorney-in-Fact 2024-04-16
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On February 9, 2024, the Issuer (f/k/a Calculator New Pubco, Inc.) consummated its initial business combination (the "Business Combination") pursuant to the business combination agreement dated November 16, 2022 (as amended, the "Business Combination Agreement") among Quantum FinTech Acquisition Corporation ("Quantum"), AtlasClear, Inc., a Wyoming corporation, and the other parties thereto. In connection with the closing of the Business Combination (the "Closing"), 2,000,000 shares of Common Stock were issued to Qvent, LLC, an affiliate of Quantum, in settlement of an aggregate of $4,633,833 advanced to Quantum through the date of Closing, which Qvent, LLC then transferred to Quantum Ventures LLC ("Quantum Ventures") without consideration.
(2) Represents an aggregate number of shares of Common Stock distributed by Quantum Ventures to (i) certain of its members and other persons who made capital contributions prior to the Business Combination, without consideration (ii) the sellers, pursuant to the terms of an amendment to the Broker-Dealer Acquisition Agreement (as defined in the Business Combination Agreement) and (iii) Funicular Funds LLP, pursuant to the terms of a securities purchase agreement (the "Securities Purchase Agreement"), each in connection with the Closing.
(3) Represents an aggregate number of private placement warrants distributed by Quantum Ventures to Funicular Funds LLP pursuant to the Securities Purchase Agreement in connection with the Closing.
(4) The warrants became exercisable upon consummation of the Business Combination and will expire five years after the Closing, as described in the Issuer's registration statement on Form S-4 (File No. 333-271665), as amended.
(5) Represents an aggregate number of private placement warrants distributed by Quantum Ventures to certain of its members and other persons without consideration in connection with the Closing.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.