SEC Comment Letter 0000000000-23-008790 to AtlasClear Holdings, Inc. (ATCH)
AtlasClear Holdings, Inc.
Date: Aug. 11, 2023 · CIK: 0001963088 · Accession: 0000000000-23-008790
AI Filing Summary & Sentiment
File numbers found in text: 333-271665
Letter
United States securities and exchange commission logo August 11, 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. 3 to Registration Statement on Form S-4 Filed August 10, 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 August 8, 2023 letter. Amended Form S-4/A Filed August 10, 2023 Updated Projections, page 112 1.Revise this risk factor to discuss how the "updated projections" generally presented "reduced projections for increase in customers and brokers" when the projections appear to anticipate even more significant growth in total revenues in years 3-5 than in the initial projections.
FirstName LastNameRobert McBey Comapany NameCalculator New Pubco, Inc. August 11, 2023 Page 2 FirstName LastName Robert McBey Calculator New Pubco, Inc. August 11, 2023 Page 2 Loan Portfolio Revenues, page 116 2.We note your response to prior comment 9. However, we are not able to locate a discussion of factors that could prevent your ability to meet the growth targets in the projections. In this case, since the projections are based upon an increase in the number of "sales and business oriented personnel," discuss the risk associated with an inability to effectively hire or integrate the new staff upon your ability to reach these projections. Recommendation of the Quantum Board, page 119 3.We note the risk factor on page 69 that notes that the projections prepared by AtlasClear are subject to substantial assumptions and uncertainties. We also note that the projections assume growth of between 35% and 73% in the first full year of operations, and continue to assume substantial growth rates going forward. Please disclose whether Quantum's board was aware of the projections, assumptions supporting the projections, and uncertainties, and whether the board considered those factors in making its recommendation to shareholders to approve the transaction. Alternatively, if the board did not rely on the projections, or consider the uncertainties, so state and explain why the board did not consider the projections and an evaluation of the reasonableness of the projections in making its recommendation. 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 Christian Windsor, Legal Branch Chief, at 202- 551-3419 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Jason Simon
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United States securities and exchange commission logo
August 11, 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. 3 to
Registration Statement on Form S-4
Filed August 10, 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 August 8, 2023 letter.
Amended Form S-4/A Filed August 10, 2023
Updated Projections, page 112
1.Revise this risk factor to discuss how the "updated projections" generally presented
"reduced projections for increase in customers and brokers" when the projections appear
to anticipate even more significant growth in total revenues in years 3-5 than in the initial
projections.
FirstName LastNameRobert McBey
Comapany NameCalculator New Pubco, Inc.
August 11, 2023 Page 2
FirstName LastName
Robert McBey
Calculator New Pubco, Inc.
August 11, 2023
Page 2
Loan Portfolio Revenues, page 116
2.We note your response to prior comment 9. However, we are not able to locate a
discussion of factors that could prevent your ability to meet the growth targets in the
projections. In this case, since the projections are based upon an increase in the number of
"sales and business oriented personnel," discuss the risk associated with an inability to
effectively hire or integrate the new staff upon your ability to reach these projections.
Recommendation of the Quantum Board, page 119
3.We note the risk factor on page 69 that notes that the projections prepared by AtlasClear
are subject to substantial assumptions and uncertainties. We also note that the projections
assume growth of between 35% and 73% in the first full year of operations, and continue
to assume substantial growth rates going forward. Please disclose whether Quantum's
board was aware of the projections, assumptions supporting the projections, and
uncertainties, and whether the board considered those factors in making its
recommendation to shareholders to approve the transaction. Alternatively, if the board
did not rely on the projections, or consider the uncertainties, so state and explain why the
board did not consider the projections and an evaluation of the reasonableness of the
projections in making its recommendation.
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 Christian Windsor, Legal Branch Chief, at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Jason Simon