Item 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On January 17, 2023, Quantum FinTech Acquisition Corporation (the "Company")
filed a definitive proxy statement (the "definitive proxy statement") for the
solicitation of proxies in connection with a special meeting of the Company's
stockholders to be held on February 6, 2023 (the "Special Meeting") to consider
and vote on, among other proposals, a proposal to extend the date by which the
Company has to consummate an initial business combination (the "Extension") from
February 9, 2023 (the "Termination Date") to August 9, 2023 or such earlier date
as determined by the board of directors (such later date, the "Extended Date,"
such proposal, the "Charter Amendment Proposal").
The Company has determined to modify the terms of the Charter Amendment
Proposal, to provide that in connection with the Extension, Quantum Ventures LLC
(the "Sponsor") or its affiliates or permitted designees will deposit into a
trust account established for the benefit of the Company's public stockholders
(the "Trust Account") an amount determined by multiplying $0.055 by the number
of public shares outstanding following any redemptions of public shares effected
in connection with the Special Meeting, up to a maximum of $175,000, for each
one-month extension until the Extended Date, unless the closing of the Company's
initial business combination shall have occurred, in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business
combination (each, an "Extension Payment"). The Company also confirms that the
proceeds placed in the Trust Account in connection with the Company's initial
public offering and any Extension Payments, as well as any interest earned
thereon (collectively, the "IPO Funds"), will not be used to pay for any excise
tax payable pursuant to the Inflation Reduction Act of 2022 (the "IR Act"). The
Company further seeks to clarify its treatment and planned use of the funds held
in the Trust Account. Accordingly, the Company has determined to amend and
supplement the definitive proxy statement as described in this Current Report on
Form 8-K.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
1. Certain disclosure on page 1 of the Notice of Special Meeting and page 1 of
the definitive proxy statement is hereby amended and restated to read as
follows:
? a proposal to amend (the "Charter Amendment") Quantum's amended and restated
certificate of incorporation (the "Charter") to extend the date by which
Quantum has to consummate a business combination (the "Extension") for an
additional six months, from February 9, 2023 (the "Termination Date") to up to
August 9, 2023, by electing to extend the date to consummate an initial
business combination on a monthly basis for up to six times by an additional
one month each time after the Termination Date, until August 9, 2023 or a total
of up to six months after the Termination Date, or such earlier date as
determined by our board of directors (the "Board"), unless the closing of the
Company's initial business combination shall have occurred, which we refer to
as the "Extension," and such later date, the "Extended Date", provided that
Quantum Ventures LLC (the "Sponsor") (or its affiliates or permitted designees)
will deposit into a trust account established for the benefit of the Company's
public stockholders (the "Trust Account") an amount determined by multiplying
$0.055 by the number of public shares then outstanding, up to a maximum of
$175,000 for each such one-month extension unless the closing of the Company's
initial business combination shall have occurred, in exchange for a
non-interest bearing, unsecured promissory note payable upon consummation of a
business combination (each, an "Extension Payment,"), or such earlier date as
determined by the board of directors (the "Board") of the Company (such later
date, the "Extended Date," such proposal, the "Charter Amendment Proposal");
2. Certain disclosure on page 2 of the Notice of Special Meeting and page 2 of
the definitive proxy statement is hereby amended and restated to read as
follows:
Holders ("public stockholders") of shares of Quantum's common stock sold in the
IPO ("public shares") may elect to redeem their shares for their pro
rata portion of the funds available in the trust account in connection with the
Charter Amendment Proposal and the Trust Amendment Proposal (the "Election")
regardless of whether such public stockholders vote "FOR" or "AGAINST" the
Charter Amendment Proposal and the Trust Amendment Proposal, and an Election can
also be made by public stockholders who do not vote, or do not instruct their
broker or bank how to vote, at the special meeting. Public stockholders may make
an Election regardless of whether such public stockholders were holders as of
the record date. Quantum believes that such redemption right protects Quantum's
public stockholders from having to sustain their investments for an unreasonably
long period if Quantum fails to find a suitable acquisition in the timeframe
initially contemplated by its charter. In addition, regardless of whether public
stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal and the
Trust Amendment Proposal, or do not vote, or do not instruct their broker or
bank how to vote, at the special meeting, if the Charter Amendment Proposal and
the Trust Amendment Proposal are approved by the requisite vote of stockholders
(and not abandoned), the remaining holders of public shares will retain their
right to redeem their public shares for their pro rata portion of the funds
available in the trust account upon consummation of a business combination.
On August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was
signed into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax (the "Excise Tax") on certain repurchases of stock by
publicly traded U.S. domestic corporations and certain U.S. domestic
subsidiaries of publicly traded foreign corporations occurring on or after
January 1, 2023. Any redemption of the shares of the common stock, par value
$0.0001 per share, of the Company on or after January 1, 2023, such as the
redemptions discussed herein, may be subject to the Excise Tax. The Company
confirms that the IPO Funds, including amounts placed in the Trust Account in
connection with the Company's initial public offering and any Extension
Payments, as well as any interest earned thereon, will not be used to pay for
the Excise Tax.
In addition, until the earliest of (a) the consummation of the Company's initial
business combination, (b) the liquidation of the Trust Account and (c) 24 months
from the anniversary of the effective date of the registration statement
relating to the Company's initial public offering, the Company will maintain the
investment of funds held in the Trust Account in U.S. government securities
within the meaning set forth in Section 2(a)(16) of the Investment Company Act
of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days
or less or in money market funds investing solely in United States government
treasury obligations and meeting the conditions of paragraphs (d)(1), (d)(2),
(d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act (or any
successor rule). In the event that the Extension is implemented as described in
this definitive proxy statement, then following the 24-month anniversary of the
effective date of the registration statement relating to the Company's initial
public offering, the Company plans to maintain the remaining amount in the Trust
Account in an interest-bearing demand deposit account at a bank.
3. Certain disclosure on page 1 of "Questions and Answers About the Special
Meeting" of the definitive proxy statement is hereby amended and restated to
read as follows:
? a proposal to amend Quantum's Charter to extend the date by which Quantum has
to consummate a business combination for up to an additional six months, from
February 9, 2023 to August 9, 2023 or such earlier date as determined by the
Board of the Company up to the Extended Date, provided that the Sponsor (or its
affiliates or permitted designees) will deposit into the Trust Account the
Extension Payment for each such one-month extension;
4. Certain disclosure on page 5 of the definitive proxy statement under the
"Questions and Answers About the Special Meeting" section is hereby amended
and restated to read as follows:
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved
and the Board decides to implement the Charter Amendment Proposal and the Trust
Amendment Proposal, each one-month extension of the Termination Date is subject
to the Sponsor or its affiliates or permitted designees contributing to the
Company a loan, referred to herein as the Extension Payment, in the amount
determined by multiplying $0.055 by the number of public shares then
outstanding, up to a maximum of $175,000 for each such one-month extension, in
each case to be deposited into the Trust Account prior to the then-current
deadline to complete an initial business combination. Furthermore, the removal
of the Withdrawal Amount from the trust account will reduce the amount remaining
in the trust account and increase the percentage interest of Quantum's common
stock held by Quantum's directors and officers through the founder shares.
5. Certain disclosure on page 17 of the definitive proxy statement under the
"Charter Amendment Proposal" section is hereby amended and restated to read as
follows:
Quantum is proposing to amend its charter to extend the date by which Quantum
has to consummate an initial business combination from February 9, 2023 to up to
the Extended Date, provided that the Sponsor (or its affiliates or permitted
designees) will deposit into the Trust Account the Extension Payment for each
one-month extension beyond February 9, 2023.
6. Certain disclosure on pages 17 and 22 of the definitive proxy statement under
the "The Charter Amendment Proposal" section is hereby amended and restated to
read as follows:
Quantum's IPO prospectus and charter provide that Quantum has until February 9,
2023 to consummate a business combination. While we entered into the Business
Combination Agreement on November 16, 2022, the Board currently believes that
there will not be sufficient time before February 9, 2023 to complete a business
combination. The affirmative vote of the holders of at least sixty-five percent
(65%) of all outstanding shares of common stock is required to extend Quantum's
corporate existence, except in connection with, and effective upon consummation
of, a business combination. Additionally, Quantum's IPO prospectus and charter
provide for all public stockholders to have an opportunity to redeem their
public shares in the case Quantum's corporate existence is extended as described
above. Because Quantum continues to believe that a business combination would be
in the best interests of Quantum's stockholders, and because Quantum will not be
able to conclude a business combination within the permitted time period,
Quantum has determined to seek stockholder approval to extend the date by which
Quantum has to complete a business combination beyond February 9, 2023 to up to
the Extended Date, provided that the Sponsor (or its affiliates or permitted
designees) will deposit into the Trust Account the Extension Payment for each
one-month extension beyond February 9, 2023.
7. Certain disclosure on page A-1 of Annex A of the definitive proxy statement is
hereby amended and restated to read as follows:
9.1(b) Immediately after the Offering, a certain amount of the net offering
proceeds received by the Corporation in the Offering (including the proceeds of
any exercise of the underwriters' over-allotment option) and certain other
amounts specified in the Corporation's registration statement
on Form S-1, as initially filed with the Securities and Exchange Commission (the
"SEC") on January 19, 2021, as amended (the "Registration
Statement"), was deposited in a trust account (the "Trust Account"), established
for the benefit of the Public Stockholders (as defined below) pursuant to a
trust agreement described in the Registration Statement. Except for the
withdrawal of interest income (if any) to pay the Corporation's taxes, if any,
none of the funds held in the Trust Account (including the interest earned on
the funds held in the Trust Account) will be released from the Trust Account
until the earliest to occur of (i) the completion of the initial Business
Combination, (ii) the redemption of 100% of the Offering Shares (as defined
below) if the Corporation does not complete its initial Business Combination by
February 9, 2023; provided that the Company may extend such date by up to an
additional six months, to up to August 9, 2023, provided that Quantum Ventures
LLC (or its affiliates or permitted designees) will deposit into the Trust
Account an amount determined by multiplying $0.055 by the number of public
shares then outstanding, up to a maximum of $175,000 for each such one-month
extension, unless the closing of the Corporation's Business Combination shall
have occurred, for such extension in exchange for a non-interest bearing,
unsecured promissory note payable upon consummation of a Business Combination,
or such earlier date as determined by the Board (as applicable,the "Termination
Date"), subject to applicable law, and (iii) the redemption of Offering Shares
in connection with a stockholder vote to approve an amendment to this Amended
and Restated Certificate (A) to modify the substance or timing of the
Corporation's obligation to redeem 100% of the Offering Shares if the
Corporation has not completed an initial Business Combination by the Termination
Date or (B) with respect to any other provisions relating to stockholders'
rights or pre-initial Business Combination activity (as described
in Section 9.7). Holders of shares of the Common Stock included as part of the
units sold in the Offering (the "Offering Shares") (whether such Offering Shares
were purchased in the Offering or in the secondary market following the Offering
and whether or not such holders are Quantum Ventures LLC, Chardan Quantum LLC
(collectively, the "Co-Sponsors") or the officers or directors of the
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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