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July 27, 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.

  Amendment No. 1 to

  Registration Statement on Form S-4

  Filed June 23, 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 July 21, 2023 (the “Comment Letter”) with respect to the above referenced
Amendment No. 1 to the Registration Statement on Form S-4, filed by the Company on June 23, 2023.

The Company has filed via EDGAR Amendment No. 2
to the Registration Statement on Form S-4 (“Amendment No. 2 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. 2 to the Registration
Statement. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2 to the Registration Statement.

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.

    July 27, 2023

    Page 2

Response:
The Company respectfully advises the Staff that the Company included the financials of Commercial Bancorp in a pro forma significance
test and determined that the CB Merger is not material to the Business Combination.

Utilizing the guidance under Regulation S-X,
Rule 11-01(b)(3)(i)(B), in order to calculate the significance of Commercial Bancorp, the Company performed the pro forma
significance tests assuming the Wilson-Davis and AtlasClear acquisitions had occurred. While those acquisitions have not yet closed,
the Company used pro forma numbers including Wilson-Davis and AtlasClear (with the acquired assets from Atlas FinTech) because the
CB Merger is contingent on the closing of the Business Combination, which includes Wilson-Davis and AtlasClear (with the acquired
assets from Atlas FinTech). The CB Merger will not occur without the closing of the Business Combination and acquisitions of
AtlasClear and Wilson-Davis; accordingly, the Company believes it is appropriate to conduct the significance test assuming the
closing of those transactions.

Based on this analysis, Commercial Bancorp is not significant
(over 50%) for any of the tests. Specifically, applying the income test, for the year ended December 31, 2022, Commercial Bancorp
had net income of approximately $205,000, or an absolute value of less than 1% of the pro forma combined loss of approximately $67.6 million
shown in the unaudited pro forma financial statements. Applying the investment test, the anticipated purchase price of $8.5 million for
Commercial Bancorp represents approximately 8% of the market value of Quantum as of March 31, 2023 of approximately $107 million.
Applying the asset test, Commercial Bancorp had total assets of approximately $28.8 million as of March 31, 2023, or approximately
31% or 39% of the pro forma total assets of approximately $93.2 million and $73.4 million shown in the unaudited pro forma financial statements
under the no redemption and maximum redemption scenarios, respectively. Therefore, Commercial Bancorp does not need to be included in
the pro forma financial statements nor do its financial statements need to be included in the registration statement.

Furthermore, if the CB Merger or a similar
alternative acquisition does not occur, the impact on the combined company’s projections and operations is not expected to be material
because Commercial Bancorp, or an alternative acquisition, is not anticipated to contribute a material amount of revenue, assets or capital
to the combined company. The following table shows the expected effect on the Updated Projections if Commercial Bancorp were not included:

    Year 1
    Year 2
    Year 3
    Year 4
    Year 5

    2023
    2024
    2025
    2026
    2027

    Total Revenue
    $ 24,856,380
    $ 43,704,240
    $ 71,230,059
    $ 115,725,710
    $ 165,614,041

    EBITDA
    $ 414,951
    $ 7,806,163
    $ 13,712,942
    $ 30,427,502
    $ 44,987,881

    Net Income (Loss)
    $ (2,436,566 )
    $ 4,580,311
    $ 9,250,081
    $ 21,658,200
    $ 32,498,459

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.

Response:
In response to the Staff’s comment, the disclosure on page 107 of Amendment No. 2 to the Registration Statement has
been revised.

    July 27, 2023

    Page 3

Unaudited Prospective Financial Information of the Company,
page 110

 3. We note your response to comments 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.

Response:
In response to the Staff’s comment, the disclosure on page 113 of Amendment No. 2 to the Registration Statement has
been revised.

 4. Please include in your discussion of assumptions, that you
                                            are assuming you will be able to complete the acquisition of Commercial 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.

Response:
In response to the Staff’s comment, the disclosure on pages 58 and 113 to 114 of Amendment No. 2 to the
Registration Statement has been revised.

 5. Please clearly describe the reasons the projections were
                                            prepared and the purpose of inclusion in the registration statement.

Response: In response to the Staff’s comment, the disclosure
on page 110 of Amendment No. 2 to the Registration Statement has been revised.

 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.

Response: In response to the Staff’s comment, the disclosure
on pages 110 and 113 of Amendment No. 2 to the Registration Statement has been revised.

    July 27, 2023

    Page 4

 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.

Response:
In response to the Staff’s comment, the disclosure on pages 111 and 114 of Amendment No. 2 to the Registration Statement
has been revised to discuss assumptions regarding the acquired companies operating together and associated costs or synergies. In addition,
the Company respectfully advises the Staff that it does not believe it would be useful to investors to include 2022 historical results
in the discussion of projections because, as previously disclosed, the prospective financial information is not in line with historical
financial and operating trends of the Target Companies but, rather, reflect the beliefs of management regarding the growth potential of
the Target Companies based upon management’s past experience, taking into account the assumptions discussed in the registration
statement.

 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 Commercial 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.

Response: In response to the Staff’s comment,
the disclosure on page 113 of Amendment No. 2 to the Registration Statement has been revised. In addition, the disclosure on
pages 110 and 113 has been corrected to indicate that the Initial Projections do not include Commercial Bancorp.

 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 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.

    July 27, 2023

    Page 5

Response:
In response to the Staff’s comment, the disclosure on pages 114 to 117 of Amendment No. 2 to the Registration
Statement has been revised.

 10. Please provide additional disclosure describing the strict
                                            and conservative treasury investment policies you reference on page 114.

Response:
In response to the Staff’s comment, the disclosure on page 116 of Amendment No. 2 to the Registration Statement has
been revised.

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.

Response:
In response to the Staff’s comment, the disclosure on page 156 of Amendment No. 2 to the Registration Statement has
been revised.

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.

Response:
In response to the Staff’s comment, the disclosure on page 161 of Amendment No. 2 to the Registration Statement has
been revised.

 13. We note the reference to “adjustment 9” however,
                                            there is no apparent “adjustment 9” disclosed. Please revise your disclosures
                                            as needed.

Response: In response to the Staff’s comment,
the disclosure on pages 162 and 164 of Amendment No. 2 to the Registration Statement has been revised.

 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.

Response:
In response to the Staff’s comment, the disclosure on page 162 of Amendment No. 2 to the Registration Statement has
been revised. In addition, the Company respectfully advises the Staff that the basis for using a valuation date as of December 31,
2022 and not March 31, 2023 was that the analysis had already been complete for December 31, 2022 and that the likely difference
based upon performance compared to March 31, 2023, with revenue down approximately 8% and net loss improved by 38%, would not be
significant.

    July 27, 2023

    Page 6

 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.

Response:
In response to the Staff’s comment, the disclosure on page 163 of Amendment No. 2 to the Registration Statement has
been revised.

AtlasFX and Rubicon, page 186

 16. We note your response to comment 26. Please revi