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ATLASCLEAR
HOLDINGS, INC.

2203 Lois Ave., Suite 814

Tampa, FL 33607

December 3, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: AtlasClear Holdings, Inc.

Registration Statement on Form S-1

Filed November 7, 2025, as amended

File No. 333-291365

Ladies and Gentlemen:

AtlasClear Holdings, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended
(File No. 333-291365), be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective
at 4:00 p.m., Eastern time, on Friday, December 5, 2025, or as soon thereafter as practicable.

Once the Registration Statement
has been declared effective, please contact our counsel, Jason Simon of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that
event or if you have any questions or require additional information regarding this matter.

    Sincerely,

    ATLASCLEAR
    HOLDINGS, INC.

    By:
    /s/
    John Schaible

    Name:
    John Schaible

    Title:
    Executive Chairman

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ATLASCLEAR
HOLDINGS, INC.

2203 Lois Ave., Suite 814

Tampa, FL 33607

March 4, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Madeleine Joy Mateo

    Re:
    AtlasClear Holdings, Inc.

Registration Statement on Form S-1

    Filed December 31, 2024, as amended

    File No. 333-284095

Dear Ms. Mateo:

AtlasClear Holdings, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended
(File No. 333-284095), be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective
at 9:00 a.m., Eastern time, on Thursday, March 6, 2025, or as soon thereafter as practicable.

Once the Registration Statement
has been declared effective, please contact our counsel, Jason Simon of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that
event or if you have any questions or require additional information regarding this matter.

    Sincerely,

    ATLASCLEAR HOLDINGS, INC.

    By:
    /s/ John Schaible

    Name:
    John Schaible

    Title:
    Executive Chairman

January 10, 2025
John Schaible
Executive Chairman
AtlasClear Holdings, Inc.
2203 Lois Ave. Ste. 814
Tampa, FL 33607
Re:AtlasClear Holdings, Inc.
Registration Statement on Form S-1
Filed December 31, 2024
File No. 333-284095
Dear John Schaible:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Tricia Branker, Esq.

December 18, 2024
John Schaible
Executive Chairman
AtlasClear Holdings, Inc.
2203 Lois Avenue, Suite 814
Tampa, FL 33607
Re:AtlasClear Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 29, 2024
File No. 001-41956
Dear John Schaible:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Tricia Branker, Esq.

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December 13, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Madeleine Joy Mateo and Christian Windsor

    Re:
    AtlasClear Holdings, Inc.
 Preliminary Proxy Statement on Schedule 14A
  Filed November 29, 2024
  File No. 001-41956

Dear Ms. Mateo and Mr. Windsor:

On behalf of AtlasClear Holdings,
Inc. (the “Company”), we are hereby responding to the comment of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission set forth in your letter dated December 10, 2024 (the “Comment Letter”) with respect to the above
referenced Preliminary Proxy Statement on Schedule 14A, filed by the Company on November 29, 2024.

The Company has filed via
EDGAR Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Amendment”), which reflects the Company’s
responses to the comment received by the Staff and certain updated information. For ease of reference, the text of the Staff’s comment,
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 Amendment. Capitalized terms used but not defined herein have the meanings
set forth in the Amendment.

Preliminary Proxy Statement on Schedule 14A

Cover Page

    1.
    We note that proposals 1-5 ask stockholders to vote to approve the issuance of shares of your common stock pursuant to various agreements. For each proposal in which you are asking stockholders to approve the issuance of shares of common stock, please revise your disclosure to discuss the related dilution that stockholders may experience as a result of each issuance. Please also revise your disclosure to include a comprehensive presentation of the total amount of common stock that may be issued if stockholders vote to approve the issuance of shares of common stock.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages [ ] of the Amendment.

We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (561) 650-7951.

    Sincerely,

    /s/ Tricia Branker

    Tricia Branker

cc: John Schaible – Executive Chairman

December 10, 2024
Robert McBey
Chief Executive Officer
AtlasClear Holdings, Inc.
2203 Lois Avenue, Suite 814
Tampa, FL 33607
Re:AtlasClear Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 29, 2024
File No. 001-41956
Dear Robert McBey:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that proposals 1-5 ask stockholders to vote to approve the issuance of shares
of your common stock pursuant to various agreements. For each proposal in which
you are asking stockholders to approve the issuance of shares of common stock,
please revise your disclosure to discuss the related dilution that stockholders may
experience as a result of each issuance. Please also revise your disclosure to include a
comprehensive presentation of the total amount of common stock that may be issued
if stockholders vote to approve the issuance of shares of common stock.

December 10, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Tricia Branker, Esq.

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FILE No. 074238163964

October 24, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, NE

Washington, D.C. 20549

Attn: Shane Callaghan and Nicholas Panos

Re:       AtlasClear Holdings, Inc.

Schedule 13D Filed by John Schaible

Filed April 24, 2024

File No. 005-94452

Dear Mr. Callaghan and Mr. Panos:

On behalf of John Schaible, 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
30, 2024 (the “Comment Letter”) with respect to the above-captioned filing. Concurrently herewith, Mr. Schaible is filing
his Amended and Restated Schedule 13D (the “Amended Filing”), which amends and restates his Schedule 13D that was filed on
April 24, 2024 (the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings set forth in Amended
Filing.

Schedule 13D Filed April 24, 2024

General

 1. We note the date of the event reported as requiring the filing of the Statement was February 9, 2024.
Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership
of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the February 9, 2024 event
date, the Schedule 13D submitted on April 24, 2024 was not timely filed. Please advise us why the Schedule 13D was not filed within the
required five business days after the date of the acquisition.

Response: Mr. Schaible acknowledges
that the Schedule 13D was not filed within the required five business days after the February 9, 2024 acquisition of shares of common
stock of AtlasClear Holdings, Inc. (the “Company”). Upon the Closing of the Company’s business combination with Quantum
FinTech Acquisition Corporation, Quantum Ventures LLC (the “Sponsor”) distributed certain of its securities to its members,
including Mr. Schaible, and other persons, however, subsequently determined that it needed additional time to revise the allocation of
such distributions. The Schedule 13D was filed after the allocation of the securities initially held by the Sponsor was finalized.

Risk Factors, page 37

 2. Please amend Item 4 of the Statement to disclose any plans or proposals which relate to or would result
in the items listed in subsections (a)-(j) of Item 4 of Schedule 13D. To the extent no plans or proposals that relate to or would result
in any action described in Item 4(a)-(j) exist, please affirmatively so state. See Instruction A within the "Special Instructions
for Complying With Schedule 13D" at Rule 13d-101 of Regulation 13D-G.

Response: In response to the Staff’s
comment, the disclosure in Item 4 of Amended Filing has been revised.

If you have any questions related to this letter,
please contact the undersigned at (727) 461-1818, Extension 1055 or MikeC@jpfirm.com.

    Very truly yours,

    JOHNSON, POPE, BOKOR,

    RUPPEL & BURNS, LLP

    By:
     /s/ Michael T. Cronin

    Michael T. Cronin

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FILE No. 074238.163964

October 24, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, NE

Washington, D.C. 20549

Attn: Shane Callaghan and Nicholas Panos

  Re:
  AtlasClear Holdings, Inc.

Schedule 13D Filed by Atlas
FinTech Holdings Corp. and AtlasBanc Holdings Corp.

Filed April 24, 2024

File No. 005-94452

Dear Mr. Callaghan and Mr. Panos:

On behalf of Atlas FinTech
Holdings Corp. and AtlasBanc Holdings Corp. (the “Reporting Persons”), we are responding to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated May 30, 2024 (the “Comment Letter”)
with respect to the above-captioned filing. Concurrently herewith, the Reporting Persons are filing their Amended and Restated Schedule
13D (the “Amended Filing”), which amends and restates their Schedule 13D that was filed on April 24, 2024 (the “Schedule
13D”). Capitalized terms used but not defined herein have the meanings set forth in Amended Filing.

Schedule 13D Filed April 24, 2024

General

 1. We note the date of the event reported as requiring the filing of the Statement was February 9, 2024.
Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership
of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the February 9, 2024 event
date, the Schedule 13D submitted on April 24, 2024 was not timely filed. Please advise us why the Schedule 13D was not filed within the
required five business days after the date of the acquisition.

Response: The Reporting
Persons acknowledge that the Schedule 13D was not filed within the required five business days after the February 9, 2024
acquisition of shares of common stock of AtlasClear Holdings, Inc. (the “Company”) as the Reporting Persons needed
additional time to determine the allocation of the Merger Consideration Shares. Pursuant to the Business Combination Agreement, upon
the Closing of the Business Combination, AtlasFintech Holdings Corp. and Robert McBey (the “AtlasClear Stockholders”)
were each to receive 50% of the 4,440,000 Merger Consideration Shares, however, the AtlasClear Stockholders subsequently determined
that they needed additional time to revise the allocation of the Merger Consideration Shares. The revised allocation of the Merger
Consideration Shares resulted in Mr. McBey receiving 950,000 shares and AtlasFintech Holdings Corp. receiving 3,490,000 shares of
common stock. The Schedule 13D was filed after the allocation of the Merger Consideration Shares was finalized.

                               October 24, 2024

Page
2

============

 2. Please amend Item 2 of the Statement to include the present principal occupation or employment of each
Reporting Persons' executive officers and directors, such as Messrs. Schaible and Ridenhour, and the name, principal business and address
of any corporation or other organization in which such employment is conducted. See Instruction C within the "Special Instructions
for Complying With Schedule 13D" and subsection (c) of Item 2 at Rule 13d-101 of Regulation 13D-G.

Response: In response to the Staff’s
comment, the disclosure in Item 2 of Amended Filing has been revised.

 3. Please amend Item 4 of the Statement to include any plans or proposals which relate to or would result
in the enumerated items listed in subsections (a)-(j) of Item 4 of Schedule 13D. To the extent no plans or proposals that relate to or
would result in any of the actions described in Item 4(a)-(j) exist, please affirmatively so state. See Instruction A within the "Special
Instructions for Complying With Schedule 13D" at Rule 13d-101 of Regulation 13D-G.

Response: In response to the Staff’s
comment, the disclosure in Item 4 of Amended Filing has been revised.

If you have any questions related to this letter,
please contact the undersigned at (727) 461-1818, Extension 1055, or at MikeC@jpfirm.com.

    Very
    truly yours,

    JOHNSON,
    POPE, BOKOR,

    RUPPEL
    & BURNS, LLP

    By:
     /s/ Michael T. Cronin

         Michael T. Cronin

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ATLASCLEAR
HOLDINGS, INC.

2203 Lois Ave., Suite 814

Tampa, FL 33607

August 12, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: John Stickel and Susan Block

 Re: AtlasClear Holdings, Inc.

Registration Statement on Form S-1

    Filed May 14, 2024, as amended

    File No. 333-279390

Dear Mr. Stickle and Ms. Block:

AtlasClear Holdings, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended
(File No. 333-279390), be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective
at 4:00 p.m., Eastern time, on Wednesday, August 14, 2024, or as soon thereafter as practicable.

Once the Registration Statement
has been declared effective, please contact our counsel, Jason Simon of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that
event or if you have any questions or require additional information regarding this matter.

 Sincerely,

  ATLASCLEAR HOLDINGS, INC.

  By: /s/ John Schaible

    Name: John Schaible

    Title:   Executive Chairman

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August 9, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: John Stickel and Susan Block

    Re:
    AtlasClear Holdings, Inc.

Amendment No. 3 to Registration Statement of Form S-1

Filed July 17, 2024

File No. 333-279390

Dear Mr. Stickle and Ms. Block:

On behalf of AtlasClear Holdings,
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 August 9, 2024 (the “Comment Letter”) with respect to the above referenced
Registration Statement on Form S-1, filed by the Company on August 2, 2024.

The Company has filed via
EDGAR Amendment No. 4 to the Registration Statement on Form S-1 (the “Amendment No. 4 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. 4 to the Registration Statement.
Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 3 to the Registration Statement.

Amendment No. 3 to Form S-1

ELOC Agreement, page 17

    1.
    We note you have entered into the ELOC Agreement and are registering the shares that will be issued for resale. This appears to be a private equity line financing. As such, please identify the equity line investor as an underwriter for the resale of those shares, or advise. Refer to Securities Act Sections Compliance and Disclosure Interpretation 139.13, available on our website at www.sec.gov.

Response: The Company acknowledges
the Staff’s comment, and has revised Amendment No. 4 to identify the equity line investor as an underwriter for the ressale of those
shares, including on pages 4 and 17.

    2.
    Please include risk factor disclosure regarding the dilutive effect of the pricing mechanism in the ELOC Agreement on the company's shares. Also, include risk factor disclosure regarding the possibility that the company may not have access to the full amount available to it under the equity line.

Response: The Company has added
the referenced risk factor disclosure on page 22 of Amendment No. 4.

We thank the Staff in advance for its consideration of the foregoing.
If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

cc: Robert McBey – Chief Executive Officer

August 9, 2024
Craig Ridenhour
Chief Business Development Officer
AtlasClear Holdings, Inc.
4030 Henderson Blvd., Suite 712
Tampa, FL 33629
Re:AtlasClear Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 2, 2024
File No. 333-279390
Dear Craig Ridenhour:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
ELOC Agreement, page 17
1.We note you have entered into the ELOC Agreement and are registering the shares that
will be issued for resale. This appears to be a private equity line financing. As such,
please identify the equity line investor as an underwriter for the resale of those shares, or
advise. Refer to Securities Act Sections Compliance and Disclosure Interpretation 139.13,
available on our website at www.sec.gov.
2.Please include risk factor disclosure regarding the dilutive effect of the pricing mechanism
in the ELOC Agreement on the company's shares. Also, include risk factor disclosure
regarding the possibility that the company may not have access to the full amount
available to it under the equity line.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action

August 9, 2024
Page 2
by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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August 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: John Stickel and Susan Block

    Re:
    AtlasClear Holdings, Inc.

Amendment No. 2 to Registration Statement of Form S-1

Filed July 17, 2024

File No. 333-279390

Dear Mr. Stickle and Ms. Block:

On behalf of AtlasClear Holdings,
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 31, 2024 (the “Comment Letter”) with respect to the above referenced
Registration Statement on Form S-1, filed by the Company on July 17, 2024.

The Company has filed via
EDGAR Amendment No. 3 to the Registration Statement on Form S-1 (the “Amendment No. 3 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. 3 to the Registration Statement.
Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 3 to the Registration Statement.

Amendment No. 2 to Form S-1 filed July 17, 2024

Cover Page

    1.
    We note your response to our prior comment 1. In some instances, you indicate that for shares that may become issuable a price per share will be determined as "described herein." Please revise to either disclose on the cover page how such prices will be determined at the time of issuance or provide a cross-reference with a page number to where in the registration statement investors can see how such pricing will be determined.

Response: The Company acknowledges
the Staff’s comment, and has revised Amendment No. 3 to the Registration Statement to disclose on the cover page how each of the
applicable prices will be determined.

    2.

    Please refer to the last bullet point describing
    the shares being registered for

    resale. We note your disclosure in that last
    bullet point regarding the shares of common stock that may become issuable to an investor, Tau, pursuant to a non-binding term sheet.
    The private placement of the shares you are attempting to register for resale does not yet appear to be complete. As such, please remove
    those shares from this resale registration statement, or advise.

Response: The Company respectfully
advises the Staff that it has entered into a binding agreement with the investor and revised the disclosure throughout Amendment No. 3
to the Registration Statement accordingly.

We thank the Staff in advance for its consideration of the foregoing.
If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

cc: Robert McBey – Chief Executive Officer

July 31, 2024
Craig Ridenhour
Chief Business Development Officer
AtlasClear Holdings, Inc.
4030 Henderson Blvd., Suite 712
Tampa, FL 33629
Re:AtlasClear Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 17, 2024
File No. 333-279390
Dear Craig Ridenhour:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 2 to Form S-1 filed July 17, 2024
Cover Page
1.We note your response to our prior comment 1. In some instances, you indicate that for
shares that may become issuable a price per share will be determined as "described
herein." Please revise to either disclose on the cover page how such prices will be
determined at the time of issuance or provide a cross-reference with a page number to
where in the registration statement investors can see how such pricing will be determined.
2.Please refer to the last bullet point describing the shares being registered for
resale. We note your disclosure in that last bullet point regarding the shares of common
stock that may become issuable to an investor, Tau, pursuant to a non-binding term
sheet. The private placement of the shares you are attempting to register for resale does
not yet appear to be complete. As such, please remove those shares from this resale
registration statement, or advise.

July 31, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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July 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: John Stickel and Susan Block

    Re:
    AtlasClear Holdings, Inc.

Amendment No. 1 to Registration Statement of Form S-1

Filed June 14, 2024

File No. 333-279390

Dear Mr. Stickle and Ms. Block:

On behalf of AtlasClear Holdings,
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 June 28, 2024 (the “Comment Letter”) with respect to the above referenced
Registration Statement on Form S-1, filed by the Company on June 14, 2024.

The Company has filed via
EDGAR Amendment No. 2 to the Registration Statement on Form S-1 (the “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.

Amendment No. 1 to Form S-1 filed June 14, 2024

Cover Page

    1.

    We note your responses to our prior
    comments 1 and 2. We note your added disclosure that some of the shares are not currently outstanding, and that some shares may
    become issuable at a price per share to be determined as described herein. Please clarify the price per share to be determined, and
    revise to include the price per share that each selling shareholder paid, or will pay, for the shares being registered for resale,
    or advise. Please provide us an analysis explaining how the to be issued shares are considered outstanding, or explain to us how
    those underlying transactions are considered complete.

Response: The Company respectfully
advises the Staff that it has revised the disclosure on the cover page of Amendment No. 2 to the Registration Statement to clarify the
method by which the price per share will be calculated for shares of Common Stock that may become issuable to each of the Wilson-Davis
Sellers and Carriage. The price per share of Common Stock issued, and the method by which the price per share will be calculated for shares
of Common Stock that may become issuable, to other Selling Stockholders, as applicable, are also disclosed on the cover page of Amendment
No. 2 to the Registration Statement.

With respect to shares to be issued as
payment for services that have already been rendered (for example, in the case of shares of Common Stock issued to Carriage, JonesTrading,
Interest Solutions, Winston & Strawn and Lead Nectar), the shares of Common Stock are considered to have been earned once the service
was completed. In each such case, there is a payable on the Company’s balance sheet reflecting the obligation to pay.

With respect to shares to be issued as
interest payments, where such interest may be payable in cash or shares of Common Stock (for example, in the case of shares that may be
issuable to the Wilson-Davis Sellers, Chardan, JonesTrading and Interest Solutions), the obligation to pay is accrued as the interest
is incurred. If interest payments are made in shares of Common Stock, once the shares of Common Stock are issued, they will then be considered
issued and outstanding. Until the shares of Common Stock are issued, they are not considered outstanding, however, they are considered
dilutive as there is a commitment to issue such shares of Common Stock.

With respect to shares to be issued pursuant
to certain definitive agreements the Company has entered into (for example, in the case of shares that may be issuable to Funicular and
Pacsquare), the Company has an obligation to issue the shares of Common Stock in accordance with the terms of the respective agreements.
The shares of Common Stock that are being registered for Funicular are based on past as well as potential future events that may occur,
should Funicular decide to convert the Funicular Note and interest payments into shares of Common Stock. The portion of the shares that
relate to what Funicular could convert as of the date hereof is included in the Company’s fully diluted share calculation. The shares
of Common Stock that are being registered for Pacsquare are shares that Pacsquare has agreed to accept as payment for intellectual property
it has sold to the Company. The Company has recorded a liability for the intellectual property that was purchased and intends to settle
that liability with shares of Common Stock. As the shares of Common Stock have not yet been issued, these shares are not included in either
outstanding or diluted share calculations.

With respect to shares to be issued to
Tau pursuant to the ELOC term sheet, the obligation to issue shares of Common Stock will arise upon the parties' entry into a definitive
agreement. As the funding has not yet been received, these shares are not included in either the Company’s outstanding or diluted
share calculations.

Future resales of our Common Stock could cause the market price
for our Common Stock to decline significantly, page 43

    2.
    We note your response to prior to comment 7. To further illustrate the risk, disclose the purchase price or range of purchase prices of the securities being registered for resale. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors may have an incentive to sell if they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: In response to the Staff’s
comment, the disclosure on the cover page and on page 45 of Amendment No. 2 to the Registration Statement has been revised.

Plan of Distribution, page 113

    3.

    We note your disclosure that your selling
    securityholders may sell their securities in one or more underwritten offerings. Please confirm your understanding that the
    retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a
    post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: The Company respectfully
acknowledges the Staff’s comment and confirms its understanding that the retention by a selling stockholder of an underwriter would
constitute a material change to its plan of distribution that would require a post-effective amendment.

We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

cc: Robert McBey – Chief Executive Officer

United States securities and exchange commission logo
June 28, 2024
Craig Ridenhour
Chief Business Development Officer
AtlasClear Holdings, Inc.
4030 Henderson Blvd., Suite 712
Tampa, FL 33629
Re:AtlasClear Holdings, Inc.
Amendment No. 1 to Registration Statement of Form S-1
Filed June14, 2024
File No. 333-279390
Dear Craig Ridenhour:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 7, 2024 letter.
Amendment No. 1 to Form S-1 filed June 14, 2024
Cover Page
1.We note your responses to our prior comments 1 and 2.  We note your added disclosure
that some of the shares are not currently outstanding, and that some shares may become
issuable at a price per share to be determined as described herein.  Please clarify the price
per share to be determined, and revise to include the price per share that each selling
shareholder paid, or will pay, for the shares being registered for resale, or advise.  Please
provide us an analysis explaining how the to be issued shares are considered outstanding,
or explain to us how those underlying transactions are considered complete.
Future resales of our Common Stock could cause the market price for our Common Stock to
decline significantly, page 43
2.We note your response to prior to comment 7. To further illustrate the risk, disclose the

 FirstName LastNameCraig Ridenhour
 Comapany NameAtlasClear Holdings, Inc.
 June 28, 2024 Page 2
 FirstName LastName
Craig Ridenhour
AtlasClear Holdings, Inc.
June 28, 2024
Page 2
purchase price or range of purchase prices of the securities being registered for
resale. Also disclose that even though the current trading price is significantly below the
SPAC IPO price, the private investors may have an incentive to sell if they will still profit
on sales because of the lower price that they purchased their shares than the public
investors.
Plan of Distribution, page 113
3.We note your disclosure that your selling securityholders may sell their securities in one
or more underwritten offerings. Please confirm your understanding that the retention by a
selling stockholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

June 14, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: John Stickel and Susan Block

    Re:
    AtlasClear Holdings, Inc.

Registration Statement of Form S-1

Filed May 14, 2024

File No. 333-279390

Dear Mr. Stickle and Ms. Block:

On behalf of AtlasClear Holdings, 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 June 7, 2024 (the “Comment Letter”) with respect to the above referenced Registration Statement on Form
S-1, filed by the Company on May 14, 2024.

The Company has filed via EDGAR Amendment No. 1
to the Registration Statement on Form S-1 (the “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-1 filed May 14, 2024

General

 1. Revise your prospectus to
disclose the price that each selling securityholder paid for the shares being registered for resale. Highlight any differences in the
current trading price, the prices that the Sponsor, private placement investors, PIPE investors, and other selling securityholders acquired
their shares, and the price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, private
placement investors, PIPE investors, and other selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s
comment, the disclosure on the cover page and on pages 15, 44, and 46 of Amendment No. 1 to the Registration Statement has been revised.

Cover Page

 2. For each of the shares being
registered for resale, disclose the price that the selling securityholders paid for such shares. We note that in some instance you disclose
a price per share when shares were provided in lieu of services or per an agreement, but in other instances you do not disclose a price
per share when shares were provided either in lieu of services or per an agreement. Please clarify if the shares provided in lieu of
services or per an agreement are outstanding or provide an analysis to us explaining how those transactions are considered complete.
Please also clarify if you are registering any shares underlying warrants, and if so why you have not disclosed the number of share you
are registering under warrants. In this regard, we note that the number of shares being registered far exceeds the 12,455,157 shares
of common stock you report as issued and outstanding as of April 15, 2024 on page 101.

Response: In response to the Staff’s comment,
the disclosure on the cover page and on pages 3-4 of Amendment No. 1 to the Registration Statement has been revised. In addition, the
Company respectfully advises the Staff that shares underlying warrants are not being registered on this Registration Statement.

    3.
    Please clarify if and how many of the shares being registered are shares that are issuable upon exercise of warrants. If so, disclose the exercise prices of the warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response: The Company respectfully advises the Staff
that shares underlying warrants are not being registered on this Registration Statement and the related disclosure is, therefore, not
applicable at this time.

    4.
    We note the significant number of redemptions of your common stock in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock.

Response: In response to the Staff’s comment,
the disclosure on pages 5 and 46 of Amendment No. 1 to the Registration Statement has been revised.

Summary of the Prospectus

Overview, page 9

    5.
    In light of the significant number of redemptions and the fact that the company will not receive proceeds from sales by selling shareholders or receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response: In response to the Staff’s comment,
the disclosure on pages 21 and 72-75 of Amendment No. 1 to the Registration Statement has been revised.

    6.
    Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Atlas FinTech Holding Corp and Robert McBey will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

Response: In response to the Staff’s comment,
the disclosure on pages 43-44 and 73 of Amendment No. 1 to the Registration Statement has been revised.

Risk Factors, page 20

    7.
     Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors may have an incentive to sell if they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: In response to the Staff’s comment,
the disclosure on page 43-44 of Amendment No. 1 to the Registration Statement has been revised.

We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

cc: Robert McBey – Chief Executive Officer

United States securities and exchange commission logo
June 7, 2024
Craig Ridenhour
Chief Business Development Officer
AtlasClear Holdings, Inc.
4030 Henderson Blvd., Suite 712
Tampa, FL 33629
Re:AtlasClear Holdings, Inc.
Registration Statement of Form S-1
Filed May 14, 2024
File No. 333-279390
Dear Craig Ridenhour:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed May 14, 2024
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the Sponsor, private placement investors, PIPE investors, and other selling
securityholders acquired their shares, and the price that the public securityholders
acquired their shares and warrants. Disclose that while the Sponsor, private placement
investors, PIPE investors, and other selling securityholders may experience a positive rate
of return based on the current trading price, the public securityholders may not experience
a similar rate of return on the securities they purchased due to differences in the purchase
prices and the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.

 FirstName LastNameCraig Ridenhour
 Comapany NameAtlasClear Holdings, Inc.
 June 7, 2024 Page 2
 FirstName LastNameCraig Ridenhour
AtlasClear Holdings, Inc.
June 7, 2024
Page 2
Cover Page
2.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares. We note that in some instance you disclose a price
per share when shares were provided in lieu of services or per an agreement, but in other
instances you do not disclose a price per share when shares were provided either in lieu of
services or per an agreement. Please clarify if the shares provided in lieu of services or per
an agreement are outstanding or provide an analysis to us explaining how those
transactions are considered complete. Please also clarify if you are registering any shares
underlying warrants, and if so why you have not disclosed the number of share you are
registering under warrants. In this regard, we note that the number of shares being
registered far exceeds the 12,455,157 shares of common stock you report as issued and
outstanding as of April 15, 2024 on page 101.
3.Please clarify if and how many of the shares being registered are shares that are issuable
upon exercise of warrants. If so, disclose the exercise prices of the warrants compared to
the market price of the underlying securities. If the warrants are out the money, please
disclose the likelihood that warrant holders will not exercise their warrants. Provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.
4.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. Highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of the
common stock.
Summary of the Prospectus
Overview, page 9
5.In light of the significant number of redemptions and the fact that the company will not
receive proceeds from sales by selling shareholders or receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the common stock, expand your discussion of
capital resources to address any changes in the company’s liquidity position since the
business combination. If the company is likely to have to seek additional capital, discuss
the effect of this offering on the company’s ability to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Atlas FinTech Holding Corp and Robert McBey will be able to sell

 FirstName LastNameCraig Ridenhour
 Comapany NameAtlasClear Holdings, Inc.
 June 7, 2024 Page 3
 FirstName LastName
Craig Ridenhour
AtlasClear Holdings, Inc.
June 7, 2024
Page 3
all of their shares for so long as the registration statement of which this prospectus forms a
part is available for use.
Risk Factors, page 20
7.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors may have an incentive to
sell if they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                              May 30, 2024

       Craig Ridenhour
       EVP, Business Development
       Atlas FinTech Holdings Corp.
       4030 Henderson Blvd., Suite 712
       Tampa, FL 33629

                                                        Re: Atlas FinTech
Holdings Corp.
                                                            AtlasClear
Holdings, Inc.
                                                            Schedule 13D Filed
by Atlas FinTech Holdings Corp. and AtlasBanc Holdings
                                                            Corp.
                                                            Filed April 24,
2024
                                                            File No. 005-94452

       Dear Craig Ridenhour:

                                                        We have reviewed the
above-captioned filing and have the following comments.

              Please respond to this letter by amending the filing or by
providing the requested
       information. If you do not believe our comments apply to your facts and
circumstances or that an
       amendment is appropriate, please advise us why in a response letter.

               After reviewing any amendment to the filing and any information
provided in response to
       these comments, we may have additional comments. All defined terms used
herein have the
       same meaning as in your filing, unless otherwise indicated.

       Schedule 13D Filed April 24, 2024

       General

   1.                                                   We note the date of the
event reported as requiring the filing of the Statement was
                                                        February 9, 2024. Rule
13d-1(a) of Regulation 13D-G requires the filing of a Schedule
                                                        13D within five
business days after the date beneficial ownership of more than five
                                                        percent of a class of
equity securities specified in Rule 13d-1(i)(1) was acquired. Based on
                                                        the February 9, 2024
event date, the Schedule 13D submitted on April 24, 2024 was not
                                                        timely filed. Please
advise us why the Schedule 13D was not filed within the required five
                                                        business days after the
date of the acquisition.
   2.                                                   Please amend Item 2 of
the Statement to include the present principal occupation or
                                                        employment of each
Reporting Persons' executive officers and directors, such as Messrs.
 Craig Ridenhour
Atlas FinTech Holdings Corp.
May 30, 2024
Page 2
         Schaible and Ridenhour, and the name, principal business and address
of any corporation
         or other organization in which such employment is conducted. See
Instruction C within
         the "Special Instructions for Complying With Schedule 13D" and
subsection (c) of Item 2
         at Rule 13d-101 of Regulation 13D-G.
3.       Please amend Item 4 of the Statement to include any plans or proposals
which relate to or
         would result in the enumerated items listed in subsections (a)-(j) of
Item 4 of Schedule
         13D. To the extent no plans or proposals that relate to or would
result in any of the actions
         described in Item 4(a)-(j) exist, please affirmatively so state. See
Instruction A within the
         "Special Instructions for Complying With Schedule 13D" at Rule 13d-101
of Regulation
         13D-G.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Shane Callaghan at 202-551-6977 or
Nicholas Panos at
202-551-3266.

FirstName LastNameCraig Ridenhour                              Sincerely,
Comapany NameAtlas FinTech Holdings Corp.
                                                               Division of
Corporation Finance
May 30, 2024 Page 2                                            Office of
Mergers & Acquisitions
FirstName LastName
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Calculator New Pubco, Inc.

4221 W. Boy Scout Blvd., Suite 300

Tampa, FL 33607

October 5, 2023

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attention:      Robert Arzonetti

                  Susan
Block

    Re:

    Calculator New Pubco, Inc.

    Registration Statement on Form S-4

    File No. 333-271665

Ladies and Gentlemen:

Calculator New Pubco, Inc.
(the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so
that it may become effective at 9:00 a.m. Eastern Time on October 10, 2023, or as soon as practicable thereafter, unless the
Company notifies you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Jason Simon of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that
event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    Very truly yours,

    Calculator New Pubco, Inc.

    By:

    /s/ Robert McBey

    Name:
    Robert McBey

    Title:
    Chief Executive Officer

  cc:    Jason Simon

[Signature
Page to Acceleration Request]

CORRESP
1
filename1.htm

October 2, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Robert Arzonetti and Susan Block

    Re:
    Calculator New Pubco, Inc.

    Amendment No. 5 to

    Registration Statement on Form S-4

    Filed September 26, 2023

    File No. 333-271665

Dear Mr. Arzonetti 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 September 29, 2023 (the “Comment Letter”) with respect to the above referenced
Amendment No. 5 to the Registration Statement on Form S-4, filed by the Company on September 26, 2023.

The Company has filed via EDGAR Amendment No. 6
to the Registration Statement on Form S-4 (“Amendment No. 6 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. 6 to the Registration
Statement. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 6 to the Registration Statement.

Amended Form S-4 Filed September 26, 2023

Risks Relating to Wilson-Davis' Business and Industry

Wilson-Davis will need to obtain additional capital to meet increased
excess, page 51

 1. We note your disclosure that Wilson-Davis will be required to have excess net capital of at least $10.0 million as of October 2023.
Please revise your disclosures here and elsewhere, such as the Liquidity and Capital Resources discussion beginning on page 210,
for the following:

 ● Disclose the actual day / date in October 2023 when the requirements become effective for Wilson-Davis.

October 2, 2023

Page 2

 ● Revise to provide a clear and explicit update on your plans and expectations to comply with these capital requirements when they
become effective. For example, disclose if Wilson-Davis is expected to increase excess net capital by either retaining earnings or infusing
external capital by the October 2023 date and specifically how.

 ● To the extent that the increase to excess net capital is based on infusing external capital, include a discussion of the contractual
terms of that arrangement.

Response:
In response to the Staff’s comment, the disclosure on pages 51 and 211 to 212 of Amendment No. 6 to the Registration Statement
has been revised.

Unaudited Prospective Financial Information of the Company, page 110

 2. We note your added disclosure in response to our prior comment 1 that the growth of clearing services for introducing broker customers
is used in your projections and is expected to be a key driver to meet your revenue projections, with such clearing services projected
to provide nearly 35% of Year 5 revenues. Please also include disclosure accompanying the projections explaining the risk that in order
to continue the clearing services part of the business, Wilson-Davis will need to obtain additional capital. Additionally, please include
disclosure in this section discussing the applicable projections and what assumptions regarding your clearing services were used in preparing
the projections, and how failure to meet the increased capital requirements needed to continue with the clearing services may affect the
projections. In this regard, clarify if the continued operation and growth in the business area of clearing services for introducing broker
customers was an assumption made in the projections. Quantify what amount or percentage of revenue this aspect of the business was projected
to produce for each year of the projections that are provided, to the extent applicable and practicable. Please include this information
for your combined projections as well as the Wilson-Davis specific revenue projections discussed under "Wilson-Davis," starting
at page 114.

Response:
In response to the Staff’s comment, the disclosure on pages 112, 113 and 115 of Amendment No. 6 to the Registration Statement
has been revised.

October 2, 2023

Page 3

Recommendation of the Quantum Board, page 119

 3. Please disclose if the Quantum Board is aware of and has considered the risk of Wilson- Davis not being able to continue its clearing
services for introducing broker customers and how that may impact the projections and underlying assumptions. Please clarify if the board
has considered this risk in making its recommendation to shareholders to approve the transaction. Alternatively, if the board has not
considered this, please explain why the board did not consider this risk but are able to still make an evaluation of the reasonableness
of the projections in making its recommendation.

Response:
In response to the Staff’s comment, the disclosure on page 120 of Amendment No. 6 to the Registration Statement has been
revised.

Unaudited Pro Forma Condensed Combined Financial Information

Pro Forma Adjustments to the Unaudited Condensed Combined Income
Statements (D), page 166

 4. We note your description of pro forma adjustment D states that it is derived from the unaudited consolidated statements of operations
of Quantum for the three months ended March 31, 2023. Given that the pro forma information is for the six months ended June 30,
2023, please explain why this information is derived from the three months ended March 31, 2023 or revise to the clarify and identify
the appropriate financial statement period that the information is based upon.

Response:
In response to the Staff’s comment, the disclosure on page 167 of Amendment No. 6 to the Registration Statement has been
revised.

Note 4 - Pro Forma Income (Loss) per Share, page 167

 5. We note your table on page 168 appears to present pro forma combined information for the year ended June 30, 2023. However,
it appears the information and amounts presented are for the six months ended June 30, 2023 rather than for the year ended June 30,
2023. Please revise the column headers of the table on page 168 to refer to the correct periods, or advise.

Response:
In response to the Staff’s comment, the disclosure on page 169 of Amendment No. 6 to the Registration Statement has been
revised.

October 2, 2023

Page 4

We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

    cc:
     Robert McBey – Chief Executive Officer

United States securities and exchange commission logo
September 29, 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. 5 to Registration Statement on Form S-4
Filed September 26, 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 September 22, 2023 letter.
Amended S-4 filed September 26, 2023
Risks Relating to Wilson-Davis' Business and Industry
Wilson-Davis will need to obtain additional capital to meet increased excess, page 51
1.We note your disclosure that Wilson-Davis will be required to have excess net capital of
at least $10.0 million as of October 2023. Please revise your disclosures here and
elsewhere, such as the Liquidity and Capital Resources discussion beginning on page
210, for the following:
•Disclose the actual day / date in October 2023 when the requirements become
effective for Wilson-Davis.
•Revise to provide a clear and explicit update on your plans and expectations to

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 September 29, 2023 Page 2
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
September 29, 2023
Page 2
comply with these capital requirements when they become effective. For example,
disclose if Wilson-Davis is expected to increase excess net capital by either retaining
earnings or infusing external capital by the October 2023 date and specifically how.
•To the extent that the increase to excess net capital is based on infusing external
capital, include a discussion of the contractual terms of that arrangement.
Unaudited Prospective Financial Information of the Company, page 110
2.We note your added disclosure in response to our prior comment 1 that the growth of
clearing services for introducing broker customers is used in your projections and is
expected to be a key driver to meet your revenue projections, with such clearing services
projected to provide nearly 35% of Year 5 revenues. Please also include disclosure
accompanying the projections explaining the risk that in order to continue the clearing
services part of the business, Wilson-Davis will need to obtain additional capital.
Additionally, please include disclosure in this section discussing the applicable projections
and what assumptions regarding your clearing services were used in preparing the
projections, and how failure to meet the increased capital requirements needed to continue
with the clearing services may affect the projections. In this regard, clarify if the
continued operation and growth in the business area of clearing services for introducing
broker customers was an assumption made in the projections. Quantify what amount or
percentage of revenue this aspect of the business was projected to produce for each year of
the projections that are provided, to the extent applicable and practicable. Please include
this information for your combined projections as well as the Wilson-Davis specific
revenue projections discussed under "Wilson-Davis," starting at page 114.
Recommendation of the Quantum Board, page 119
3.Please disclose if the Quantum Board is aware of and has considered the risk of Wilson-
Davis not being able to continue its clearing services for introducing broker customers and
how that may impact the projections and underlying assumptions. Please clarify if the
board has considered this risk in making its recommendation to shareholders to approve
the transaction. Alternatively, if the board has not considered this, please explain why the
board did not consider this risk but are able to still make an evaluation of the
reasonableness of the projections in making its recommendation.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 September 29, 2023 Page 3
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
September 29, 2023
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements
(D), page 166
4.We note your description of pro forma adjustment D states that it is derived from the
unaudited consolidated statements of operations of Quantum for the three months ended
March 31, 2023. Given that the pro forma information is for the six months ended June
30, 2023, please explain why this information is derived from the three months ended
March 31, 2023 or revise to the clarify and identify the appropriate financial statement
period that the information is based upon.
Note 4 - Pro Forma Income (Loss) per Share, page 167
5.We note your table on page 168 appears to present pro forma combined information for
the year ended June 30, 2023.  However, it appears the information and amounts presented
are for the six months ended June 30, 2023 rather than for the year ended June 30,
2023. Please revise the column headers of the table on page 168 to refer to the correct
periods, or advise.
            You may contact Lory Empie at (202) 551-3714 or Robert Klein at (202) 551-3847 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Robert Arzonetti at (202) 551-8819 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jason Simon

CORRESP
1
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September 25, 2023          

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Robert Arzonetti and Susan Block

    Re:
    Calculator New Pubco, Inc.

    Amendment No. 4
    to

    Registration Statement
    on Form S-4

    Filed September 6, 2023

    File No. 333-271665

Dear Mr. Arzonetti 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 September 22, 2023 (the “Comment Letter”) with respect to the above referenced
Amendment No. 4 to the Registration Statement on Form S-4, filed by the Company on September 6, 2023.

The Company has filed via EDGAR Amendment No. 5
to the Registration Statement on Form S-4 (“Amendment No. 5 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. 5 to the Registration
Statement. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 5 to the Registration Statement.

Amended Form S-4 Filed September 6, 2023

Risk Factors

Wilson-Davis will need to obtain additional capital to meet
increased excess capital

requirements, page 51

 1. We note your disclosure that Wilson-Davis will need to obtain
                                            additional capital to meet increased capital requirements in order to continue to clear for
                                            an introducing broker. Please expand to explain how not meeting this additional capital requirement
                                            may impact Wilson-Davis's business so that investors can assess the risk. For instance, please
                                            explain how much revenue the company received last year from this aspect of the business,
                                            and what percentage of revenue that was.

Response:
In response to the Staff’s comment, the disclosure on page 51 of Amendment No. 5 to the Registration Statement has been
revised.

September 25, 2023

Page 2

Updated Projections, page 112

 2. We note your response to comment 1 and reissue in part. You
                                            state the Updated Projections reflect "...reduced projections for increase in customers
                                            and brokers in the first two years..." even though the Year 2 Updated Projections for
                                            total revenue are higher than those for the Initial Projections. Please revise your disclosure
                                            to clarify.

Response:
In response to the Staff’s comment, the disclosure on page 113  of Amendment No. 5 to the Registration Statement has been
revised.

Wilson-Davis & Co., Inc Audited Financial Statements,
page F-49

 3. Please revise to include the Report of Independent Registered
                                            Public Accounting Firm for the audited financial statements presented for Wilson-Davis &
                                            Co.

Response:
In response to the Staff’s comment, the Report of Independent Registered Public Accounting Firm for the audited financial statements
presented for Wilson-Davis & Co. has been included on page F-49 of Amendment No. 5 to the Registration Statement.

We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

    cc:
    Robert McBey – Chief Executive Officer

United States securities and exchange commission logo
September 22, 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. 4 to Registration Statement on Form S-4
Filed September 6, 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 11, 2023 letter.
Amended Form S-4 filed September 6, 2023
Risk Factors
Wilson-Davis will need to obtain additional capital to meet increased excess capital
requirements, page 51
1.We note your disclosure that Wilson-Davis will need to obtain additional capital to meet
increased capital requirements in order to continue to clear for an introducing broker.
Please expand to explain how not meeting this additional capital requirement may impact
Wilson-Davis's business so that investors can assess the risk. For instance, please explain
how much revenue the company received last year from this aspect of the business, and
what percentage of revenue that was.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 September 22, 2023 Page 2
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
September 22, 2023
Page 2
Updated Projections, page 112
2.We note your response to comment 1 and reissue in part. You state the Updated
Projections reflect "...reduced projections for increase in customers and brokers in the first
two years..." even though the Year 2 Updated Projections for total revenue are higher than
those for the Initial Projections. Please revise your disclosure to clarify.
Wilson-Davis & Co., Inc Audited Financial Statements, page F-49
3.Please revise to include the Report of Independent Registered Public Accounting Firm for
the audited financial statements presented for Wilson-Davis & Co.
            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 Robert Arzonetti at (202) 551-8819 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jason Simon

CORRESP
1
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September 5, 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. 3 to

Registration Statement on Form S-4

Filed August 10, 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 August 11, 2023 (the “Comment Letter”) with respect to the above referenced
Amendment No. 3 to the Registration Statement on Form S-4, filed by the Company on August 10, 2023.

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

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.

Response:
In response to the Staff’s comment, the disclosure on page 113 of Amendment No. 4 to the Registration Statement has been
revised.

    September 5, 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.

Response:
In response to the Staff’s comment, the disclosure on page 117 of Amendment No. 4 to the Registration Statement has been
revised.

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.

Response:
In response to the Staff’s comment, the disclosure on page 120 of Amendment No. 4 to the Registration Statement has been
revised.

We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

cc: Robert McBey – Chief Executive Officer

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

CORRESP
1
filename1.htm

August 10, 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. 2 to

Registration Statement on Form S-4

Filed July 27, 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 August 8, 2023 (the “Comment Letter”) with respect to the above referenced
Amendment No. 2 to the Registration Statement on Form S-4, filed by the Company on July 27, 2023.

The Company has filed via EDGAR Amendment No. 3
to the Registration Statement on Form S-4 (“Amendment No. 3 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. 3 to the Registration
Statement. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 3 to the Registration Statement.

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.

Response:
In response to the Staff’s comment, the disclosure on pages 107 to 108 of Amendment No. 3 to the Registration Statement
has been revised.

August 10, 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).

Response:
In response to the Staff’s comment, the disclosure on pages 58 and 114 of Amendment No. 3 to the Registration Statement
has been revised.

 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.

Response:
In response to the Staff’s comment, the disclosure on pages 115 to 116 of Amendment No. 3 to the Registration
Statement has been revised.

August 10, 2023

Page 3

 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.

Response:
In response to the Staff’s comment, the Company has expanded the disclosure on page 111. In addition, the Company believes
that it is required to include in the Registration Statement projections for 5 years because such projections were provided to the Quantum
Board in considering whether to approve the transaction.

 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.

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

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.

Response:
In response to the Staff’s comment, the disclosure on page 115 of Amendment No. 2 to the Registration Statement has been
revised.

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.

Response:
In response to the Staff’s comment, the disclosure on page 116 of Amendment No. 3 to the Registration Statement has been
revised.

August 10, 2023

Page 4

 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.

Response:
In response to the Staff’s comment, the disclosure on page 116 of Amendment No. 3 to the Registration Statement has been
revised.

 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.

Response:
In response to the Staff’s comment, the disclosure on pages 117 to 118 of Amendment No. 3 to the Registration Statement
has been revised.

We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

cc:        Robert McBey – Chief Executive Officer

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

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
July 21, 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. to 1
Registration Statement on Form S-4
Filed June 23, 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 May 27, 2023 letter.
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.
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.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 July 21, 2023 Page 2
 FirstName LastNameRobert  McBey
Calculator New Pubco, Inc.
July 21, 2023
Page 2
Unaudited Prospective Financial Information of the Company, page 110
3.We note your response to comment's 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.
4.Please include in your discussion of assumptions, that you are assuming you will be able
to complete the acquisition of Commericial 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.
5.Please clearly describe the reasons the projections were prepared and the purpose of
inclusion in the registration statement.
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.
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.
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 Commerical 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.
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

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 July 21, 2023 Page 3
 FirstName LastNameRobert  McBey
Calculator New Pubco, Inc.
July 21, 2023
Page 3
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.
10.Please provide additional disclosure describing the strict and conservative treasury
investment policies you reference on page 114.
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.
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.
13.We note the reference to “adjustment 9” however, there is no apparent “adjustment 9”
disclosed. Please revise your disclosures as needed.
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.
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.
AtlasFX and Rubicon, page 186
16.We note your response to comment 26. Please revise to disclose that no customers
currently utilize the Atlas FX and Rubicon FX systems.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 July 21, 2023 Page 4
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
July 21, 2023
Page 4
            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

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
May 27, 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.
Registration Statement on Form S-4
Filed May 5, 2023
File No. 333-271665
Dear Robert McBey:
            We have reviewed your 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.
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.
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

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Combination, pay accrued transaction expenses of $3.771 million, and complete the
Commercial Bancorp and Pacsquare planned transactions.
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.
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.
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.
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.
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.
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.

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

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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.
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.
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.
21.Please revise to disclose what the “deficient cash free net capital” represents and how the
amount was determined.
Note (B)(1)(a), page 152
22.Please revise to disclose how the Wilson-Davis purchase price of $31 million was
determined.
Note (B)(1)(b), page 152
23.Please revise to provide us with your detailed accounting analysis under ASC 480 and
ASC 815, addressing how the fair value of the “software product earn-out shares” and
balance sheet classification was determined.
24.Please provide us with historical revenues recognized for the software products
contributed to AtlasClear explaining the factors considered in the determination of the
aforementioned fair value.
Note (B)(1)(c), page 152
25.Please revise to provide us with your accounting analysis, under ASC 480 and ASC 815,
addressing how the fair value of the earn-out shares (i.e. $26,248,000) and balance sheet
classification was determined.
Technology Assets to be Acquired from Atlas FinTech and Atlas Financial Technologies , page
176
26.Please revise to disclose the number of customers which utilize the Atlas FX and Rubicon
FX systems in each of the periods presented.
27.Please revise to disclose and provide information to support the carrying values of both
the Atlas FX and Rubicon FX systems being acquired in the business combination and
which are reflected in the pro forma financial information presented.

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Rubicon FX Middle Office Services, page 177
28.We note the pro forma value allocated to SURFACExchange (“SE”) in the combination
transaction was $4.253 million as indicated on page 152. We note the disclosures on page
178 that SE is not operational and was acquired in December 2013. Please provide us with
your accounting analysis addressing the basis for not recording an impairment of these
assets as well as the support for the value attributable to SE in the combination agreement
and in the pro forma financial information presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
Target Companies
Wilson-Davis
Overview, page 193
29.Please revise to disclose in tabular format each of the respective line item amounts being
discussed in arriving at net income(loss) for each of the periods presented.
30.Please revise to quantify and show period over period balances and changes in trading
volumes and number of customer accounts, which are key drivers of Wilson-Davis's
financial performance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

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.

    May 4, 2023

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.

    May 4, 2023

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;

    May 4, 2023

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

United States securities and exchange commission logo
March 15, 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.
Draft Registration Statement on Form S-4
Filed February 14, 2023
CIK No. 0001963088
Dear Robert McBey:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
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.
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

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 Comapany NameCalculator New Pubco, Inc.
 March 15, 2023 Page 2
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
March 15, 2023
Page 2
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.
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.
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.
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.
What will AtlasClear's equity holder's 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.
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.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 March 15, 2023 Page 3
 FirstName LastName
Robert  McBey
Calculator New Pubco, Inc.
March 15, 2023
Page 3
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.
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.
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.
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.
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.
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.
14.Please provide, in comparative columnar form, the information required by Item 3(g) of
Form S-4.
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.
Risk Factors, page 41
16.Please disclose the material risks related to the Pacsquare acquisition, as applicable.

 FirstName LastNameRobert  McBey
 Comapany NameCalculator New Pubco, Inc.
 March 15, 2023 Page 4
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Robert  McBey
Calculator New Pubco, Inc.
March 15, 2023
Page 4
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.

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.
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.
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.
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.
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.

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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.
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.
Conditions to the Closing of the Business Combination, page 82
25.Please clarify which of the following conditions are waivable, and by which parties.
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;
•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
•the negotiation of any arrangements whereby any shareholder agrees to waive its
redemption rights.
See Item 6 of Form S-4.

27.Please expand your disclosure on page 91 to clarify which members of the board were
present for the board meeting to discuss implementation of a Special Committee for the
proposed transaction with AtlasClear on August 12, 2022.
28.If applicable, please disclose for each Co-Sponsor whether it has other SPACs in the
process of searching for a target company, whether the SPAC's Co-Sponsors considered
more than one active SPAC to be the potential acquirer and how the final decision was

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reached.
29.We note that pursuant to the Business Combination Agreement that Atlas Financial
Technologies Corp. will complete the acquisition of Wilson-Davis and consummate the
transaction with Pacsquare, as well as AtlasClear plans to acquire Commerical Bancorp.
Please briefly expand the Background discussion to discuss more specifically how these
entities were considered.
30.Your charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Recommendation of the Quantum Board and Reasons for the Business Combination, page 93
31.Please disclose whether and how the board took the consideration to be paid for the target
companies into account in recommending the transaction and, if not, why not.
32.Please define PFOF regulation.
33.We note your disclosure on page 95 that Quantum stockholders will hold a minority
interest in AtlasClear. Please include a risk factor addressing this and the impact it may
have on Quantum stockholders.
Opinion of SHEUMACK GMA, page 94
34.We note several statements here and in Annex D to the effect that SHEUMACK GMA
assumes no responsibility for projections, financial analyses, estimates, forecasts and
similar data used in its analyses. While it may be acceptable to include qualifying
language concerning data provided by other parties, the financial advisor should
not disclaim responsibility. Please revise.
35.We note your disclosure that financial forecasts of AtlasClear, inclusive of the Target
Acquisitions, were used in the analyses done by SHEUMACK GMA.  Please dislcose
these financial projections, to the extent material, or advise.
36.Please disclose the fees the financial advisor will receive upon completion of the business
combination and any amount that is contingent upon completion of the transaction.  Please
also provide a clear description of any additional services the financial advisor or its
affiliates provided in connection with the transaction, the related fees, and whether those
fees are conditioned upon completion of the transaction.  Please describe any material
relationship that existed during the past two years or is mutually understood to be
contemplated and any compensation received or to be received as a result of the
relationship between SHEUMACK GMA or its affiliates and AtlasClear or its affiliates.
Refer to Item 1015(b)(4) of Regulation M-A.
The Advisory Charter Proposals, page 113
37.Please revise the heading for Proposal No. 2F to ensure the heading reflects the content of
the following disclosure.

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38.Please revise the disclosure related to Proposal No. 2G to reconcile the statements that
Quantum opted out of the provisions of Section 203 and that the company will be subject
to the provisions of Section 203 of the DGCL.
The Incentive Plan Proposal, page 117
39.Please present the information specified in Section 229.201(d)(2) of Regulation S-K in
tabular format as required by Section 229.201(d)(1) of Regulatio