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June 23, 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.

                                            Registration Statement on Form S-4

                                            Filed May 5, 2023

                                            File No. 333-271665

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 May 27, 2023 (the “Comment Letter”) with respect to the above referenced Registration
Statement on Form F-4, filed by the Company on May 5, 2023.

The Company has filed via EDGAR Amendment No. 1
to the Registration Statement on Form S-4 (“Amendment No. 1 to 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 Amendment No. 1 to the Registration
Statement. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1 to the Registration Statement.

Form S-4 filed May 5, 2023

Questions and Answers about the Proposals

What will AtlasClear's equity holders receive, page 9

 1. We note your response to our prior comment 7 and reissue
                                            in part. 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.

June 23, 2023

Page 2

Response:
In response to the Staff’s comment, the disclosure on page 9 of Amendment No. 1 to the Registration Statement has been
revised. In addition, the Company respectfully advises the Staff that, while Quantum is pursuing debt and/or equity financing, the exact
terms of such securities are not yet available. The Company further advises the Staff that it will highlight any material differences
as compared to the terms and price of securities issued at the time of the IPO in an amendment to the Registration Statement, should
such financing become available.

Summary of the Business Combination Agreement, page 24

 2. Given the significant level of redemptions which occurred
                                            during the first quarter ended March 31, 2023 and given that you have disclosed that
                                            redemptions are subject to the $40 million Minimum Cash Condition and the minimum net tangible
                                            asset condition of $5,000,001, please address how you plan to acquire Wilson Davis, complete
                                            the Business Combination, pay accrued transaction expenses of $3.771 million, and complete
                                            the Commercial Bancorp and Pacsquare planned transactions.

Response:
The Company respectfully advises the Staff that, as previously disclosed, Quantum is pursuing financing between signing and the Closing.
The purpose of such financing, which may be in the form of debt or equity, is to provide the additional funds, as needed, to cover the
transaction expenses and to complete the acquisitions and other transactions described in Amendment No. 1 to the Registration Statement.
Additionally, the Company respectfully advises the Staff that it will disclose the terms of any such financing in an amendment to the
Registration Statement, should such financing become available.

Commercial Bancorp Merger Agreement, page 29

 3. We note your response to our prior comment 56. Please revise
                                            here, or where appropriate, to disclose that management considered the importance of Commercial
                                            Bancorp to the overall success of the combined company and it was determined that it is not
                                            critical.

Response:
In response to the Staff’s comment, the disclosure on page 29 of Amendment No. 1 to the Registration Statement has been
revised.

 4. Please revise to provide information to address how the “all
                                            cash option” amount of $5.6 million was determined and was based on the financial statements
                                            for Commercial Bancorp at December 31, 2022. In addition, disclose the source of funding
                                            for the planned acquisition.

Response:
In response to the Staff’s comment, the disclosure on page 29 of Amendment No. 1 to the Registration Statement has been
revised.

June 23, 2023

Page 3

 5. Please revise to provide a specific and thorough discussion
                                            of Commercial Bancorp’s primary service area. The discussion should address the recent
                                            financial and economic impacts on the bank’s profitability and liquidity, including
                                            any impacts on deposits, borrowings and regulatory capital levels.

Response:
In response to the Staff’s comment, the disclosure on page 195 of Amendment No. 1 to the Registration Statement has been
revised.

Pacsquare Acquisition Agreement, page 29

 6. Please revise to address the following as it relates to the
                                            assets to be acquired from Pacsquare:

 · Provide information
                                            addressing how the assets to be acquired from Pacsquare were valued.

 · Disclose the source
                                            of funding for the asset acquisitions.

 · Disclose the anticipated
                                            fees which will be paid to Pacsquare for maintenance of the software as well as the specific
                                            terms of the agreement.

Response:
In response to the Staff’s comment, the disclosure on page 30 of Amendment No. 1 to the Registration Statement has been
revised.

Risks Relating to the Acquisition of Commercial Bancorp, page 55

 7. Please include risk factor disclosure
                                            related to recent market events and activities in the banking sector, and those events' potential
                                            impact on Commercial Bancorp and the potential combined companies after the merger.

Response:
In response to the Staff’s comment, the disclosure on page 59 of Amendment No. 1 to the Registration Statement has been
revised.

Risks Relating to Quantum, the Business Combination and the
Integration of Quantum’s and the Target Companies’ Businesses

The projections and forecasts presented in this proxy statement/prospectus,
page 67

 8. Please clarify here that CB and the Pacsquare LOI technology
                                            assets are included in the projections, but that the merger closing is not contingent on
                                            the CB closing or consummation of the transactions contemplated by the Pacsquare LOI.

Response:
In response to the Staff’s comment, the disclosure on page 69 of Amendment No. 1 to the Registration Statement has been
revised with respect to Commercial Bancorp. However, the Company respectfully advises the Staff that the Pacsquare Assets were not included
in the projections and has revised the disclosure on page 110 accordingly.

June 23, 2023

Page 4

Background of the Business Combination, page 101

 9. We note your response to our prior comment 29 and reissue
                                            in part. Please expand the Background discussion to discuss how Wilson-Davis, Pacsquare,
                                            and Commercial Bancorp were identified and by whom, and how the negotiations were started
                                            and by whom.

Response:
In response to the Staff’s comment, the disclosure on page 107 of Amendment No. 1 to the Registration Statement has been
revised.

Unaudited Prospective Financial Information of the Company,
page 106

 10. We note the unaudited prospective financial information
                                            of future financial performance also includes the Pacsquare Assets and Commercial Bancorp.
                                            We note your response to our prior comment 44 that these transactions are not probable. Given
                                            this determination, tell us how you concluded that it is appropriate to include the results
                                            of Pacsquare and Commercial Bancorp within the unaudited prospective financial information
                                            and related projections herein.

Response:
As discussed in the response to Comment No. 8 above, the Company respectfully advises the Staff that the Pacsquare Assets were not
included in the projections and has revised the disclosure on page 110 accordingly. In addition, the Company respectfully advises
the Staff that, although it does not consider the CB Merger to be probable (or even critical, since the Company believes the CB Merger
can be replaced with a similar alternative acquisition), the Company, nevertheless, believes it is appropriate to include the results
in the unaudited prospective financial information and related projections as the Company intends to acquire either Commercial Bancorp
or an alternative small federal reserve member bank to complete its business goals and believes that it is useful for investors to review
the prospective financial impact of the CB Merger, or a similar acquisition, on the combined company.

 11. Please revise to disclose the reasons for including five
                                            years of projections as opposed to a lesser timeframe indicating if the projection assumptions
                                            were expected to change during the periods presented.

Response:
In response to the Staff’s comment, the disclosure on page 110 of Amendment No. 1 to the Registration Statement has been
revised.

 12. Please revise to disclose whether the projections are in
                                            line with historical operating trends of the entities considered in the determination of
                                            the projections.

June 23, 2023

Page 5

Response:
In response to the Staff’s comment, the disclosure on page 111 of Amendment No. 1 to the Registration Statement has been
revised.

 13. Please revise to disclose the range of increasing number
                                            of correspondent clearing clients and active clients used in preparing the unaudited prospective
                                            financial information.

Response:
In response to the Staff’s comment, the disclosure on page 113 of Amendment No. 1 to the Registration Statement has been
revised.

 14. Please revise to disclose the range of increasing margin
                                            business and stock business used in preparing the unaudited prospective financial information.

Response:
In response to the Staff’s comment, the disclosure on pages 113 to 114 of Amendment No. 1 to the Registration Statement
has been revised.

 15. Please include a footnote to the table providing the “Initial
                                            Projections,” at page 108, to indicate that the projections include Commercial
                                            Bancorp and the Pacsquare LOI technology assets, and that the merger closing isn’t
                                            contingent on the CB closing or consummation of the transactions contemplated by the Pacsquare
                                            LOI.

Response:
As discussed in the response to Comment No. 8 above, the Company respectfully advises the Staff that the Pacsquare Assets were not
included in the projections and has revised the disclosure on page 110 accordingly. In addition, in response to the Staff’s
comment, the disclosure on page 112 of Amendment No. 1 to the Registration Statement has been revised.

 16. Please advise if a set of projections were prepared that
                                            did not include Commercial Bancorp or the Pacsquare LOI technology assets. If so, please
                                            advise us why those are not included, and an analysis of why those were prepared.

Response:
As discussed in the response to Comment No. 8 above, the Company respectfully advises the Staff that the Pacsquare Assets were not
included in the projections and has revised the disclosure on page 110 accordingly. In addition, the Company respectfully advises
the Staff that no set of projections was prepared that did not include Commercial Bancorp.

June 23, 2023

Page 6

 17. Please describe the material assumptions underlying the
                                            projections and limitations on the projections. Please also describe the type of market assumed
                                            in developing those assumptions.

Response:
In response to the Staff’s comment, the disclosure on pages 113 to 116 of Amendment No. 1 to the Registration Statement
has been revised.

Pro Forma Condensed Combined Balance Sheet as of December 31,
2022, page 145

 18. We note that the historical adjustments to Wilson Davis's
                                            results and the events driven by the Combination Agreement are reflected together in the
                                            accounting adjustments column in arriving at the Consolidated AtlasClear amounts. Please
                                            revise to present a separate column which reflects the adjustments made to the Wilson-Davis
                                            historical amounts; a separate column which reflects the Combination Agreement and a separate
                                            column with the adjustments made to the Combination Agreement amounts. Similar disclosures
                                            should also be presented in the Pro Forma Condensed Combined Statement of Operations.

Response:
In response to the Staff’s comment, the disclosure on page 155 of Amendment No. 1 to the Registration Statement has been
revised.

 19. Please tell us whether any additional redeemable common
                                            shares have been redeemed since March 31, 2023. If so, tell us how such redemptions
                                            are reflected in your pro forma financial statements.

Response:
The Company respectfully advises the Staff that there have been no additional redemptions of shares of common stock since March 31,
2023. The Company also notes that the Pro Forma financial statements have been updated as of March 31, 2023.

Note 3 - Pro Forma Adjustments

Pro Forma Adjustments to the Unaudited Condensed Combined Balance
Sheet

Note (B)(1), page 151

 20. Please revise to disclose the carrying values separately
                                            attributable to “Rubicon” and “Atlas” separately.

Response:
In response to the Staff’s comment, the disclosure on page 161 of Amendment No. 1 to the Registration Statement has been
revised.

 21. Please revise to disclose what the “deficient cash