Item 4 — Purpose of Transaction
The Reporting Person acquired the shares of Common Stock reported herein as beneficially owned by the Reporting Person solely for investment purposes and in connection with the transaction described below. As previously disclosed, on February 9, 2024 (the "Closing Date"), the Issuer (formerly known as Calculator New Pubco, Inc.) consummated the previously announced transactions pursuant to that certain business combination agreement, dated November 16, 2022 (as amended, the "Business Combination Agreement"), by and among the Issuer, Quantum, Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer, Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer, AtlasClear, Inc., a Wyoming corporation ("AtlasClear"), Atlas FinTech Holdings Corp., a Delaware corporation, and Robert McBey. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination." In connection with the consummation of the Business Combination (the "Closing"), the Issuer changed its name from "Calculator New Pubco, Inc." to "AtlasClear Holdings, Inc." In connection with the Closing, each share of Quantum's common stock ("Quantum Common Stock") that was outstanding and had not been redeemed, including the Founder Shares, was converted into one share of Common Stock. Each outstanding public warrant to purchase Quantum Common Stock became a warrant to purchase one-half of a share of Common Stock. Each outstanding warrant to purchase Quantum Common Stock initially issued in a private placement in connection with Quantum's initial public offering became a private placement warrant of the Issuer to purchase one share of Common Stock ("Private Placement Warrant"). In connection with the Closing, 2,000,000 shares of Common Stock of the Issuer were issued to Qvent, LLC, an affiliate of Quantum, in settlement of an aggregate of $4,633,833 advanced to Quantum through the date of Closing, which Qvent, LLC then transferred to Quantum Ventures. Quantum Ventures distributed an aggregate of 4,181,339 shares of Common Stock to certain of its members and other persons who made capital contributions prior to the Business Combination, the sellers, pursuant to the terms of an amendment to the Broker-Dealer Acquisition Agreement (as defined in the Business Combination Agreement), and Funicular Funds LLP ("Funicular Funds"), pursuant to the terms of a securities purchase agreement, each in connection with the Closing. In addition, on March 20, 2024, Quantum Ventures distributed an aggregate of 4,922,498 Private Placement Warrants to certain of its members, other persons who made capital contributions prior to the Business Combination and Funicular Funds in connection with the Closing. Following the distributions described above, Quantum Ventures beneficially owns 1,614,998 shares of Common Stock, representing approximately 13.0% of the outstanding shares of Common Stock of the Issuer, consisting of 1,614,996 shares of Common Stock and two warrants to purchase shares of Common Stock, based upon 12,455,157 shares of Common Stock outstanding as of May 24, 2024, and taking into account the Common Stock underlying the two Private Placement Warrants beneficially owned by Quantum Ventures. John Schaible, Tom Hammond and Sandip Patel are the three managers of Quantum Ventures. Any action by Quantum Ventures with respect to the shares of Common Stock held by it, including voting and dispositive decisions, requires a majority vote of the board of managers. Accordingly, under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Quantum Ventures' managers, none of Quantum Ventures' managers is deemed to be a beneficial owner of Quantum Ventures' securities, even those in which such manager holds a pecuniary interest. Accordingly, none of such individuals is deemed to have or share beneficial ownership of the shares of Common Stock held by Quantum Ventures. Other than as set forth above, the Reporting Person has no other plans or arrangements that would result in any of the actions described in Items 4(a)-(j) to Schedule 13D.