SCHEDULE 13D/A: Quantum Ventures LLC Discloses 13.0% Stake in AtlasClear Holdings Following Business Combination

Quantum Ventures LLC has filed an amended Schedule 13D, revealing a 13.0% beneficial ownership stake in AtlasClear Holdings, Inc. following the recent business combination.

Summary

• Quantum Ventures LLC, a Delaware limited liability company, is the reporting person for this Schedule 13D filing.
• The filing reports beneficial ownership of 1,614,998 shares of Common Stock in AtlasClear Holdings, Inc.
• This represents approximately 13.0% of the outstanding Common Stock, based on 12,455,157 shares outstanding as of May 24, 2024.
• The shares were acquired for investment purposes in connection with the business combination between Quantum FinTech Acquisition Corporation and AtlasClear, Inc., which closed on February 9, 2024.
• Quantum Ventures initially purchased 4,312,500 founder shares for $25,000 ($0.006 per share) on October 23, 2020, and 4,922,500 private placement warrants for $1.00 per warrant on February 9, 2021.
• In connection with the closing, 2,000,000 shares of Common Stock were issued to Qvent, LLC (an affiliate of Quantum) in settlement of $4,633,833 in advances, which were then transferred to Quantum Ventures.
• Quantum Ventures subsequently distributed 4,181,339 shares of Common Stock and 4,922,498 Private Placement Warrants to its members and other capital contributors.
• The managers of Quantum Ventures are John Schaible (who is also the Executive Chairman of AtlasClear Holdings, Inc.), Sandip Patel, and Tom Hammond.
• Voting and dispositive decisions for Quantum Ventures require a majority vote of its board of managers, meaning no single manager is deemed to have beneficial ownership of the securities held by Quantum Ventures.

Sentiment

Score: 6

Explanation: The document is neutral and factual, reporting a significant ownership stake post-business combination. It doesn't contain overtly positive or negative operational news, but the completion of the business combination and the substantial investment by Quantum Ventures could be seen as mildly positive for stability.

Positives

• Quantum Ventures LLC has established a significant 13.0% beneficial ownership stake in AtlasClear Holdings, Inc., indicating a substantial and committed investment.
• The successful consummation of the business combination on February 9, 2024, provides clarity on the new corporate structure and ownership, reducing uncertainty for investors.
• The release of 4,000,000 Founder Shares from escrow, including 3,050,916 from Quantum Ventures, allows for potential future liquidity for these shares.

Future Outlook

The document is a Schedule 13D filing primarily focused on reporting beneficial ownership following a business combination and does not provide specific forward-looking statements or guidance regarding the Issuer's future performance or strategic direction.

Management Comments

• "The Reporting Person acquired the shares of Common Stock reported herein as beneficially owned by the Reporting Person solely for investment purposes."
• "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."
• "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."

Industry Context

This filing details a significant ownership stake by Quantum Ventures LLC in AtlasClear Holdings, Inc. following a SPAC business combination. Such filings are common after de-SPAC transactions, as initial sponsors and investors adjust their holdings and report their post-merger beneficial ownership. The transaction reflects the ongoing trend of financial technology companies seeking public market access through SPAC mergers.

Comparison to Industry Standards

• This Schedule 13D filing is a standard regulatory disclosure following a significant ownership event, specifically a business combination. It does not contain performance metrics or operational results that would allow for a direct comparison to industry-specific financial benchmarks or competitor performance.
• The ownership percentage of 13.0% for a key investor post-merger is within typical ranges for significant shareholders in newly public entities formed via SPACs, but specific comparable companies or projects are not detailed in this filing.

Corporate Governance

Related Party Transactions

• 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. Qvent, LLC then transferred these shares to Quantum Ventures.

Stakeholder Impact

• Shareholders: The filing clarifies the ownership structure post-business combination, particularly the significant 13.0% stake held by Quantum Ventures LLC. The lock-up agreement affects the liquidity of certain shares held by initial investors.
• Management: John Schaible, a manager of Quantum Ventures, is also the Executive Chairman of the Issuer, indicating a direct link and alignment between a significant investor and the company's leadership.

Next Steps

• The Issuer (AtlasClear Holdings, Inc.) will continue its operations as a publicly traded company.
• Quantum Ventures LLC will continue to hold its investment in AtlasClear Holdings, Inc. for investment purposes.
• The Registration Rights and Lock-Up Agreement will govern future transfers of certain shares held by the reporting person and other parties.

Key Dates

Keywords

AtlasClear Holdings Inc., Quantum Ventures LLC, Schedule 13D, Beneficial Ownership, Business Combination, SEC Filing, Common Stock, Private Placement Warrants, Corporate Governance, Investment