Quantum Ventures LLC - Feb 9, 2024 Form 3 Insider Report for AtlasClear Holdings, Inc. (ATCH)

Role
10%+ Owner
Signature
/s/ Tricia Branker, Attorney-in-Fact
Stock symbol
ATCH
Transactions as of
Feb 9, 2024
Transactions value $
$0
Form type
3
Date filed
4/16/2024, 06:33 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ATCH Common Stock 3.8M Feb 9, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ATCH Warrants to Purchase Common Stock Feb 9, 2024 Common Stock 4.92M $11.50 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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, among Quantum FinTech Acquisition Corporation ("Quantum"), AtlasClear, Inc., a Wyoming corporation, and the other parties thereto.
F2 This Form 3 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 securities 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 securities held by Quantum Ventures.
F3 The warrants were acquired by Quantum Ventures in connection with Quantum's initial public offering and became exercisable upon consummation of the Business Combination.

Remarks:

See Exhibit 24.1 - Power of Attorney