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United States securities and exchange commission logo
August 8, 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. 2 to
Registration Statement on Form S-4
Filed July 27, 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 July 21, 2023 letter.
Amendment No. 2 to Form S-4 filed July 27, 2023
Background of the Business Combination, page 107
1.We note your response to our prior comment 2 and reissue in part.  Please revise to
provide a timeline and discussion of how the negotiations with Wilson-Davis and
Commercial Bancorp came about in regards to this business combination, including when
the negotiations started.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 August 8, 2023 Page 2
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
August 8, 2023
Page 2
Unaudited Prospective Financial Information of the Company, page 110
2.We note your disclosure that the CB Closing is subject to certain conditions including
stockholder approval and receipt of certain regulatory approvals.  We also note your
disclosure that you have determined that the CB Merger is not probable due to, among
other factors, substantial uncertainty regarding receipt of regulatory approval of the CB
Merger.  Please address these conditions and uncertainties in relation to your statement
that you believe that Commercial Bancorp can be replaced with a substantially similar
alternative acquisition, if necessary.  Please also make similar disclosures in your risk
factor discussion on page 58.  To the extent practicable, please discuss the level of risk
and difficulty of being able to acquire any such other FDIC institution, given the potential
need of regulatory approval.  Explain such risks in relation to your statement that while
AtlasClear needs an institution that can carry funds greater than FDIC insurance limits,
this can be any FDIC institution that can hold funds of the qualified accounts (profit
sharing and IRA).
3.We note your response to our prior comment 6 that, among other changed assumptions,
your updated projections include more conservative assumptions used in Wilson-Davis'
projections.  We also note your disclosure of additional material assumptions starting on
page 114 and that some of these assumptions are not consistent with historical
performance.  For example, you state that Wilson-Davis has only had one correspondent
while the projections include a growth from one to five correspondents from year 1 to year
2.  Please briefly discuss here the assumptions that are not consistent with historical
performance, including how you will be able to add the number of brokers from year to
year.  Please also further explain how the updated projections reflect a longer period to
implement the Company's business goals.
4.We note your response to our prior comments 5 and 6 and reissue in part.  Please explain
why you decided to include 5 years of projections, given these companies have not yet
operated together as a combined entity.  Please explain the basis for including projections
beyond the third year and explain if the assumptions are largely based on growth rates and
why those growth rates are reasonable.
5.We note that your initial projections show a generally lower percentage growth compared
to your updated projections from year 2 to year 5.  Please summarize how the adjustments
made in your updated projections resulted in a generally higher percentage growth.
Broker Workstation Revenues, page 114
6.We note your disclosure that the Company believes that revenue assumptions per broker
and client are comparatively in line with, or conservative, as compared to historical
performance.  Please also disclose if the number of new brokers per year is consistent with
historical performance.  If it is not consistent with historical performance, please explain
why you believe it is appropriate to include the projection.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 August 8, 2023 Page 3
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
August 8, 2023
Page 3
Clearing and Execution Revenues, page 114
7.Please further explain the opportunities to increase correspondents and revenues attained
per correspondent. Disclose how the company plans to utilize these opportunities to
achieve the projections.  Provide the factors or contingencies that would affect this
projection from ultimately materializing.
8.We note that the percent growth per annum increases from 2% to 22.5% from year 2 to
year 3.  Please explain the basis for this expected growth.
Loan Portfolio Revenues, page 116
9.We note your disclosure that Commercial Bancorp's overall business has been limited due
to hiring constraints.  Please further explain the basis for your belief that the projections
show a reasonable increase in sales and other administrative personnel needed to grow the
business.  Please make similarly clarifying disclosures in your Securities AFS Revenues
section on page 116 and Costs section starting on page 116.  Provide the basis for the
increase of percent growth of loan portfolio from 2.5% in year 2 to 5% in year 3.  Please
discuss the factors or contingencies that would affect this projection from ultimately
materializing.
            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
cc:       Jason Simon