Quantum FinTech Acquisition : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement

As previously announced, on November 16, 2022, Quantum FinTech Acquisition Corporation, a Delaware corporation ("Quantum"), entered into a Business Combination Agreement (as amended from time to time, the "Business Combination Agreement") by and among Quantum, Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of Quantum ("New Pubco"), Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco, Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco, 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 hereinafter referred to as the "Business Combination."

On November 22, 2023, Quantum and AtlasClear entered into Amendment No. 4 to the Business Combination Agreement (the "Amendment"). The Amendment amends the Business Combination Agreement to extend the date after which either Quantum or AtlasClear may terminate the Business Combination Agreement from November 22, 2023 to December 8, 2023.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.