About AtlasClear Holdings.

AtlasClear, Inc. (“AtlasClear”) and Quantum FinTech Acquisition Corporation (“Quantum”) (NYSE: QFTA), previously announced a proposed business combination between Calculator New Pubco, Inc., to be renamed AtlasClear Holdings, Inc. (“AtlasClear Holdings”) and Quantum (the “Business Combination”) that is expected to result in Atlas FinTech Holdings Corp. transferring its trading technology assets to AtlasClear (“Atlas FinTech Technology Assets”) and the acquisition by AtlasClear of Wilson-Davis & Co., Inc., a correspondent clearing broker-dealer (“Wilson-Davis”). AtlasClear has also entered into a definitive agreement to acquire Commercial Bancorp of Wyoming, a federal reserve member (“Commercial Bancorp”) and plans to enter into a definitive agreement to acquire certain additional technology assets from Pacsquare Technologies, LLC (the “Pacsquare Technology Assets”, and together with the AtlasFinTech Technology Assets, the “Technology Assets”), following consummation of the Business Combination. Click here for a link to the registration statement on Form S-4 filed with the Securities and Exchange Commission on May 5, 2023 (the “Form S-4”) for more information regarding the Business Combination. 

As a result of these transactions, AtlasClear expects to acquire the capabilities to provide specialized banking and clearing services to other financial services firms. There can be no assurance that any of the foregoing transactions will be completed as anticipated. Even if AtlasClear is able to consummate the transactions, there can be no assurance that the combined company will achieve the anticipated synergies and benefits of such transactions, that its service offerings will appeal to its target market of financial services firms, generally with annual revenues up to $1 billion, or that it will achieve its anticipated financial results. If AtlasClear were not able to complete one or more of the foregoing transactions, or if the combined company does not achieve the anticipated operational and financial results, the value of your investment would be materially and adversely affected.

For additional risks related to the proposed Business Combination, you should also carefully consider the risk factors described in “Risk Factors” section of the proxy statement/prospectus included in the Form S-4.