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May 4, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Madeleine Mateo and Susan Block

 Re: Calculator New Pubco, Inc.

Draft Registration Statement on Form S-4

Filed February 14, 2023

CIK No. 0001963088

Dear Ms. Mateo and Ms. Block:

On behalf of Calculator New Pubco, Inc. (the “Company”),
we are hereby responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth
in your letter dated March 15, 2023 (the “Comment Letter”) with respect to the above referenced draft registration statement
on Form S-4, filed by the Company on February 14, 2023.

The Company has filed via EDGAR the Registration
Statement on Form S-4 (the “Registration Statement”), which reflects the Company’s responses to the comments received
by the Staff and certain updated information. For ease of reference, the text of each of the Staff’s comments, as set forth in the
Comment Letter, is included in bold-face type below, followed by the Company’s response. All page references in the responses set
forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set
forth in the Registration Statement.

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.

Response: In response to the Staff’s
comment, the Company has filed the stock purchase agreement with Wilson-Davis, and all amendments thereto, as exhibits to the Registration
Statement. The Company does not believe it is required to file the Pacsquare LOI as an exhibit to the Registration Statement as the
Pacsquare LOI is merely a letter of intent with no definitive terms and is not a contract with AtlasClear. Furthermore, pursuant to Amendment
No. 1 to the Business Combination Agreement, the transactions contemplated by the Pacsquare LOI are not required to be consummated prior
to Closing, nor is such consummation a condition to the completion of the Business Combination.

    May 4, 2023

Page 2

 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 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.

Response:

The Company respectfully advises the Staff
that the sponsor is not a non-U.S. person, is not controlled by a non-U.S. person, and does not have substantial ties with a non-U.S.
person. No other person or entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties
with any non-U.S. person.

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.

Response: In response to the Staff’s
comment, the disclosure on pages  68-69 of the Registration Statement has been revised.

    May 4, 2023

Page 3

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.

Response: In response to the Staff’s
comment, the disclosure on page  8 of the Registration Statement has been revised.

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.

Response: In response to the Staff’s
comment, the disclosure on pages    10-11 of the Registration Statement has been revised.

What will AtlasClear's equity holders 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.

Response: In response to the Staff’s
comment, the disclosure on page 9 of the Registration Statement has been revised.

 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.

Response: In response to the Staff’s
comment, the disclosure on pages  9, 26, 28, 93 and 100 of the Registration Statement has been revised.

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.

Response: In response to the Staff’s
comment, the disclosure on pages  11, 65 and 110-114 of the Registration Statement has been revised.

    May 4, 2023

Page 4

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.

Response: In response to the Staff’s
comment, the disclosure on page  18 of the Registration Statement has been revised.

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.

Response: In response to the Staff’s
comment, the disclosure on pages 23 and 171 of the Registration Statement has been revised.

 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.

Response: In response to the Staff’s
comment, the disclosure on pages 29, 175 and 177-179 of the Registration Statement has been revised.

 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.

Response: In response to the Staff’s
comment, the disclosure on pages 35-36 and 109-113 of the Registration Statement has been revised.

    May 4, 2023

Page 5

 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.

Response: In response to the Staff’s
comment, the disclosure on pages 40-41 of the Registration Statement has been revised.

 14. Please provide, in comparative columnar form, the information required by Item 3(g) of Form S-4.

Response: In response to the Staff’s
comment, the disclosure on page 47 of the Registration Statement has been revised.

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.

Response: In response to the Staff’s
comment, the disclosure on pages 29 and 100 of the Registration Statement has been revised.

Risk Factors, page 41

 16. Please disclose the material risks related to the Pacsquare acquisition, as applicable.

Response: In response to the Staff’s
comment, the disclosure on pages 58-59 of the Registration Statement has been revised. In addition, the Company wishes to respectfully
clarify that following the Business Combination, AtlasClear anticipates acquiring certain technology assets of Pacsquare and not the entity
itself.

 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.

Response: In response to the Staff’s
comment, the disclosure on page  54 of the Registration Statement has been revised.

 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.

Response: In response to the Staff’s
comment, the disclosure on page 57 of the Registration Statement has been revised.

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Page 6

 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.

Response: In response to the Staff’s
comment, the disclosure on pages 79-80 of the Registration Statement has been revised.

 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.

Response: In response to the Staff’s
comment, the disclosure on pages 63-65 of the Registration Statement has been revised.

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.

Response: In response to the Staff’s
comment, the disclosure on pages 10,  49 and 55-56 of the Registration Statement has been revised.

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Page 7

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.

Response: In response to the Staff’s
comment, the disclosure on page 51 of the Registration Statement has been revised.

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.

Response: In response to the Staff’s
comment, the disclosure on pages  20, 37, 61-62, 88-89, 112-113, 126 and 158 of the Registration Statement has been revised.

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.

Response: In response to the Staff’s
comment, the disclosure on pages 2 and  71 of the Registration Statement has been revised.

Conditions to the Closing of the Business Combination, page 82

 25. Please clarify which of the following conditions are waivable, and by which parties.

Response: In response to the Staff’s
comment, the disclosure on page 93-95 of the Registration Statement has been revised.

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;

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Page 8

 · 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