Quantum Ventures LLC - Feb 9, 2024 Form 4 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: 4
Date filed: 4/16/2024, 06:34 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATCH	Common Stock	Other		+2M	+52.68%		5.8M	Feb 9, 2024	Direct	F1
transaction	ATCH	Common Stock	Other		-4.18M	-72.14%		1.61M	Feb 9, 2024	Direct	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
transaction	ATCH	Warrants	Other	$0	-600K	-12.19%	$0.00	4.32M	Feb 9, 2024	Common Stock	600K	$11.50	Direct	F3, F4
transaction	ATCH	Warrants	Other	$0	-4.32M	-100%	$0.00	2	Mar 20, 2024	Common Stock	4.32M	$11.50	Direct	F3, F4, F5

* 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, 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.
F2	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.
F3	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.
F4	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.
F5	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.