SecProbe.io

United States securities and exchange commission logo
March 15, 2023
Robert McBey
Chief Executive Officer
Calculator New Pubco, Inc.
4221 W. Boy Scout Blvd. Suite 300
Tampa, FL 33607
Re:Calculator New Pubco, Inc.
Draft Registration Statement on Form S-4
Filed February 14, 2023
CIK No. 0001963088
Dear Robert McBey:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Form S-4 submitted February 14, 2023
General
1.Please file the stock purchase agreement with Wilson-Davis and the Pacsquare LOI and
any amendments thereto as exhibits pursuant to Item 601(b)(10) of Regulation S-K or tell
us why you do not believe you are required to file these agreements.
2.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to

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complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
Notice to Shareholders, page 3
3.We note your disclosure that if a public stockholder, alone or acting in concert as a group,
seeks to redeem more than 20% of the public shares, then any such shares in excess of that
20% limitation would not be redeemed for cash, without your prior consent. Please
highlight in the Risk Factors section this disclosure and discuss the implications it may
have on public stockholders.
Did the Quantum Board obtain a third-party valuation or fairness opinion, page 8
4.Please revise here to include an explanation as to the reason the fairness opinion was
obtained.
Questions and Answers About the Proposals, page 8
5.Where you present information regarding voting interests or equity ownership
immediately after the consummation of the business combination, please include a
sensitivity analysis showing a range of redemption scenarios that includes interim
redemption levels. Please make conforming changes throughout the registration statement.
What will AtlasClear's equity holder's receive, page 8
6.We note the disclosure regarding the Earn Out Shares.  Please explain to us how you
anticipate those shares will be issued, such as whether you anticipate it being a registered
transaction or an exempt transaction.
7.We note your disclosure that Atlas FinTech has agreed to transfer shares of Quantum
Common Stock and Quantum Private Warrants that it holds to potential sources of
financing and will forfeit any remaining following any transfers.  Please clarify what will
happen to those shares if financing is not entered into.  In regards to potential other
sources of funding, please highlight material differences in the terms and price of
securities issued at the time of the IPO as compared to private placements contemplated at
the time of the business combination.  Disclose if the SPAC's sponsors, directors, or
officers will participate in the private placement.

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What interests do our initial stockholders, current officers, directors and advisors, page 10
8.Please quantify in the question and answer section the aggregate dollar amount and
describe the nature of what the sponsor and its affiliates have at risk that depends on the
completion of the business combination. Include the current value of securities held, loans
extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement. Please provide similar disclosure for the company's officers and
directors, if material.
What vote is required, page 17
9.Please disclose what percentage of public shareholders need to vote in favor of the
business combination for it to be approved.
Summary of the Proxy Statement/Prospectus, page 21
10.Please include a brief explanation of what you mean by small and middle market financial
services firms.
11.Please expand on page 27 and elsewhere as appropriate your disclosure regarding the
Pacsquare acquisition to discuss the nature of the technology assets that will be transferred
to AtlasClear.
12.We note your disclosure on page 32 that your directors and members of the Special
Committee were aware of and considered certain conflicts of interest in evaluating and
recommending the business combination. Please revise the conflicts of interest discussion
to clarify how the board considered those conflicts in negotiating and recommending the
business combination.
13.Refer to the pre-completion and post-completion organizational charts on pages 36 and
37.  Please include disclosure accompanying the charts, explaining the various affiliations
that exist.
14.Please provide, in comparative columnar form, the information required by Item 3(g) of
Form S-4.
Commercial Bancorp Merger Agreement, page 26
15.Please revise to disclose the amount of the proceeds expected to be utilized in the
acquisition of Commercial Bancorp.
Risk Factors, page 41
16.Please disclose the material risks related to the Pacsquare acquisition, as applicable.

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17.Please revise the last risk factor disclosure on page 46 to include risk factor disclosure
related to the nature of the board’s role in overseeing your cybersecurity risk management,
the manner in which the board administers this oversight function, and any effect this has
on the board’s leadership structure.

18.We note your second full risk factor disclosure on page 49 regarding changes in interest
rates and economic conditions. Please clarify here Commercial Bancorp's primary service
area.
19.Please highlight the material risks to public warrant holders, including those arising from
differences between Quantum Private Warrants and Quantum Public Warrants. By way of
example only, please highlight that Quantum Public Warrants are non-redeemable and
discuss the impact this may have on public warrant holders. Clarify whether recent
common stock trading prices exceed the threshold that would allow the company to
redeem public warrants. Clearly explain the steps, if any, the company will take to notify
the shareholders, including beneficial owners, regarding when the warrants become
eligible for redemption.
20.Please expand your discussion of the last risk factor on page 52 relating to the nominal
purchase price paid by the initial stockholders for the founder shares to include any loans
extended, fees due, and out-of-pocket expenses for which the Co-Sponsors and their
affiliates are awaiting reimbursement. Please also highlight in the title of this risk factor
the disclosure that initial stockholders of Quantum holding founder shares may be
economically incentivized to complete a business combination with a riskier, weaker-
performing or less-established target business, or on terms less favorable to the public
stockholders.
The Company intends to use the net proceeds, page 42
21.Please clarify here what is meant by the "net proceeds" from the Business Combination.
Please include a separate risk factor, with its own subheading, to discuss the risk to your
business goals if you are not able to consummate the CB Merger.  Please also include a
Question and Answer regarding the risk that you may not be able to consummate the CB
Merger and explaining the potential consequences to your business goals if you are not
able to consummate the CB Merger.
Wilson-Davis and certain of its personnel are subject to various regulatory disciplinary orders,
page 44
22.Please revise to clarify if any of the disciplinary orders or sanctions are still in effect and if
you believe you are in current compliance with such orders or sanctions, so that investors
can assess the risk, or advise.  Please also briefly explain the subject matter of the orders
or sanctions, to the extent applicable, or advise.

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Quantum Ventures or Quantum's directors, executive officers or advisors, page 52
23.We note the disclosure that Quantum Ventures or Quantum's directors, executive officers
or advisors or their respective affiliates may purchase shares in privately negotiated
transactions or in the open market prior to the completion of the business transaction and
that the purpose of such purchase could be to vote such shares in favor of the Business
Combination.  Please provide your analysis on how such potential purchase would comply
with Rule 14e-5.
Quantum's stockholders may be liable for claims, page 60
24.Please clarify here if the Extension Amendment has been approved, consistent with your
disclosure under "Extension Amendment," at page 128.  Similarly revise to update the
term "Extend Date," under Frequently Used Terms, or advise.
Conditions to the Closing of the Business Combination, page 82
25.Please clarify which of the following conditions are waivable, and by which parties.
Background of the Business Combination, page 89
26.Please expand your disclosures regarding the background of the transaction to include:
•a description of how the target was identified and by whom, and how the negotiations
were started and by whom;
•identification of the two potential acquisition targets, including a description of the
non-binding letters of intent entered into with the two potential acquisition targets;
•any discussions with the target about the potential loss of clients in the near future or
any other events that may materially affect the target's prospects or its financial
projections for future performance of the business;
•any discussions relating to the assumptions underlying any target projections;
•whether there were any valuations or other material information about the companies
involved in this transaction provided to potential investors that have not been
disclosed publicly;
•the negotiation of any contingent payments to be received by target shareholders; and
•the negotiation of any arrangements whereby any shareholder agrees to waive its
redemption rights.
See Item 6 of Form S-4.

27.Please expand your disclosure on page 91 to clarify which members of the board were
present for the board meeting to discuss implementation of a Special Committee for the
proposed transaction with AtlasClear on August 12, 2022.
28.If applicable, please disclose for each Co-Sponsor whether it has other SPACs in the
process of searching for a target company, whether the SPAC's Co-Sponsors considered
more than one active SPAC to be the potential acquirer and how the final decision was

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reached.
29.We note that pursuant to the Business Combination Agreement that Atlas Financial
Technologies Corp. will complete the acquisition of Wilson-Davis and consummate the
transaction with Pacsquare, as well as AtlasClear plans to acquire Commerical Bancorp.
Please briefly expand the Background discussion to discuss more specifically how these
entities were considered.
30.Your charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Recommendation of the Quantum Board and Reasons for the Business Combination, page 93
31.Please disclose whether and how the board took the consideration to be paid for the target
companies into account in recommending the transaction and, if not, why not.
32.Please define PFOF regulation.
33.We note your disclosure on page 95 that Quantum stockholders will hold a minority
interest in AtlasClear. Please include a risk factor addressing this and the impact it may
have on Quantum stockholders.
Opinion of SHEUMACK GMA, page 94
34.We note several statements here and in Annex D to the effect that SHEUMACK GMA
assumes no responsibility for projections, financial analyses, estimates, forecasts and
similar data used in its analyses. While it may be acceptable to include qualifying
language concerning data provided by other parties, the financial advisor should
not disclaim responsibility. Please revise.
35.We note your disclosure that financial forecasts of AtlasClear, inclusive of the Target
Acquisitions, were used in the analyses done by SHEUMACK GMA.  Please dislcose
these financial projections, to the extent material, or advise.
36.Please disclose the fees the financial advisor will receive upon completion of the business
combination and any amount that is contingent upon completion of the transaction.  Please
also provide a clear description of any additional services the financial advisor or its
affiliates provided in connection with the transaction, the related fees, and whether those
fees are conditioned upon completion of the transaction.  Please describe any material
relationship that existed during the past two years or is mutually understood to be
contemplated and any compensation received or to be received as a result of the
relationship between SHEUMACK GMA or its affiliates and AtlasClear or its affiliates.
Refer to Item 1015(b)(4) of Regulation M-A.
The Advisory Charter Proposals, page 113
37.Please revise the heading for Proposal No. 2F to ensure the heading reflects the content of
the following disclosure.

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38.Please revise the disclosure related to Proposal No. 2G to reconcile the statements that
Quantum opted out of the provisions of Section 203 and that the company will be subject
to the provisions of Section 203 of the DGCL.
The Incentive Plan Proposal, page 117
39.Please present the information specified in Section 229.201(d)(2) of Regulation S-K in
tabular format as required by Section 229.201(d)(1) of Regulatio