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United States securities and exchange commission logo
July 21, 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.
Amendment No. to 1
Registration Statement on Form S-4
Filed June 23, 2023
File No. 333-271665
Dear Robert McBey:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 27, 2023 letter.
Form S-4/A filed June 23, 2023
Commercial Bancorp Merger Agreement, page 29
1.We note the response to comment 3. Please provide us with financial information to
support the fact that the acquisition of Commercial Bancorp will not be significant and
critical to the Business Combination.
Background of the Business Combination, page 105
2.We note your response to our prior comment 9.  Please revise to further explain how the
negotiations with Wilson-Davis and Commercial Bancorp came about in regards to this
current business combination, including when the negotiations were started.

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 FirstName LastNameRobert  McBey
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Unaudited Prospective Financial Information of the Company, page 110
3.We note your response to comment's 8 and 10. Please revise here to state that you have
not included historical or pro forma information from Commercial Bancorp because the
intended merger is not considered probable or critical to this offering. In light of the fact
that you have included results from Commercial Bancorp within your projections, please
address and quantify the impact to the Company’s projections and planned operations if
the acquisition of Commercial Bancorp or another banking institution does not occur, due
to the substantial uncertainty regarding shareholder or regulatory approval for such an
acquisition.
4.Please include in your discussion of assumptions, that you are assuming you will be able
to complete the acquisition of Commericial Bancorp, or some other FDIC institution, as
you discuss at page 29.  Please include disclosure regarding the assumed benefits that such
an institution can provide for your combined company, beyond the revenue such a
banking institution could make on a standalone basis, or advise.  We note your disclosure
at page 29 that the expected income from Commercial Bancorp in not expected to be
material.  Please explain why a FDIC institution is important to your overall business
plan, and discuss in the risk factors section any risks to your business plan if you are not
able to acquire such an FDIC institution.
5.Please clearly describe the reasons the projections were prepared and the purpose of
inclusion in the registration statement.
6.Please balance the disclosure accompanying the initial and updated projections provided
at page 112 by explaining why you revised your initial projections, and what, if any,
underlying assumptions changed.  Please explain what changes were made and explain
any different assumptions.
7.Please balance the provided projections by including 2022 historical results, to the extent
practicable, to place the projections in context, or advise.   Please discuss any assumptions
about the to be acquired companies operating together, and associated costs or synergies.
8.We note your disclosure on page 159, in regards for accounting for the transaction, that
the acquisition of Commercial Bancorp is neither probable or significant.  We also note
the projections in the Initial Projections and Updated Projections tables include
Commercial Bancorp.  Please explain the reason for including Commerical Bancorp in
your projections. Please balance the disclosure to discuss the possible impact on your
projections if you do not complete the acquisition of Commercial Bancorp or another
FDIC institution, as you discuss the possibility of pursuing another similar institution at
page 29.
9.We note the assumptions disclosed for Commercial Bancorp beginning on page 114,
which include, but are not limited to, your assumption that Commercial Bancorp's loan
portfolio grows aggressively at Year 1, that an investment in marketable securities
increases as cash balances increase and carried out under strict and conservative

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Calculator New Pubco, Inc.
July 21, 2023
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treasury investment policies, and your deposit growth. In regard to assumptions for
implied growth, please also balance your disclosure to explain any other factors assumed,
such as macroeconomic factors. For each material assumption, please disclose whether
such projection is consistent with historical performance. If a projection is not consistent
with historical performance, please disclose why you believe the projection is appropriate
and explain any basis for the expected results. Provide the factors or contingencies that
would affect such projection from ultimately materializing.  Similarly revise in regard to
projections included for Wilson-Davis, and Technology assets to be acquired, and
elsewhere, as applicable.
10.Please provide additional disclosure describing the strict and conservative treasury
investment policies you reference on page 114.
Pro Forma Condensed Combined Balance Sheet as of March 31, 2023, page 155
11.Please revise to ensure the pro forma note references on page 155 are correctly identified
and agree with the pro forma balance sheet adjustments, as disclosed, beginning on page
160.
Note 3 - Pro Forma Adjustments
Note (B) Derived from the audited consolidated balance sheet as of March 31, 2023, page 160
12.Please revise to indicate that the financial information for Quantum as of March 31, 2023
is unaudited.
13.We note the reference to “adjustment 9” however, there is no apparent “adjustment 9”
disclosed. Please revise your disclosures as needed.
14.Please revise to more clearly address the meaning of “deficient cash free net working
capital” and how the respective amounts have been determined as well as the relevance of
this disclosure. Also, address the reasons and basis for normalized working capital being
$0 given the nature of their business operations. In addition, please address the basis for
using a valuation date as of December 31, 2022 and not March 31, 2023.
15.We note the response to comment 24. Please revise to disclose that there are no historical
revenues for the software products expected to be contributed to AtlasClear and that
AtlasClear’s management determined the fair value based on their experience and
expectations from running similar models in previous companies.
AtlasFX and Rubicon, page 186
16.We note your response to comment 26. Please revise to disclose that no customers
currently utilize the Atlas FX and Rubicon FX systems.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 July 21, 2023 Page 4
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
July 21, 2023
Page 4
            You may contact Lory Empie at 202-551-3714 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance