QUANTUM FINTECH ACQUISITION CORP : Other Events, Financial Statements and Exhibits (Form 8-K)

Item 8.01 Other arrangements.

Addendum to the final proxy statement

On 17 January 2023, Quantum FinTech Acquisition Corporation (the “Company”) submitted a final proxy statement (the “Final Proxy Statement”) to obtain proxies in connection with a special meeting of the Company’s shareholders to be held on 6 February 2023 (the “Special Meeting”) to consider and vote on, among other proposals, a proposal to extend the date on which the Company must complete a first business combination (the “Extension”) from
9 February 2023 (the “Termination Date”) to 9 August 2023 or such earlier date as determined by the Board (such later date, the “Extended Date”, such proposal, the “Charter Amendment Proposal”).

The company has decided to change the terms of the charter amendment proposal, to ensure that in connection with the expansion, 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 with the number of outstanding public shares after any redemptions of public shares carried out in connection with the extraordinary meeting, up to a maximum $175,000for each one-month extension until the Extended Date, unless the consummation of the Company’s First Business Combination shall have occurred, in exchange for a non-interest-bearing, unsecured promissory note payable upon the completion of a Business Combination (each, an “Extension” Deposit”). The company also confirms that the income placed in the trust account in connection with the company’s stock market listing and any expansion payments, as well as any interest earned on these (collectively called the “IPO Funds”), will not be used to pay for any excise duties that must payable pursuant to the Inflation Reduction Act of 2022 (the “IR Act”). The Company further seeks to clarify its treatment and intended use of the funds in the Trust Account. Accordingly, the Company has decided to amend and supplement the Final Proxy Statement as described in this current report at form 8-K.

           AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

1. Certain information on page 1 of the notice of extraordinary meeting and page 1 i

    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 information on page 2 of the notice to the extraordinary meeting and page 2 i

    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 Stock”) may elect to redeem their shares for their pro rata share 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 and the Trust Amendment Proposal, and an election may 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 shareholders can make an election regardless of whether such public shareholders were owners on the registration date. Quantum believes that such a redemption right protects Quantum’s public shareholders from having to maintain their investment for an unreasonably long period if Quantum is unable to find a suitable acquisition within the time frame originally contemplated in the charter. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the Charter Amendment and the Trust Amendment, or do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting, if the Charter Amendment and the trust amendment proposal is approved by the requisite vote of the shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata share of the funds available in the trust account upon execution of a business association.

On 16 August 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 US
federal 1% excise tax (the “excise tax”) on certain repurchases of shares by listed companies US domestic companies and certain US domestic subsidiaries of listed foreign companies arising on or after
1 January 2023. Any redemption of the shares in ordinary shares, nominal value
$0.0001 per share, of the company on or after 1 January 2023, such as the redemptions discussed here, may be subject to excise duty. The company confirms that the IPO funds, including amounts placed in the trust account in connection with the company’s stock market listing and any expansion payments, as well as any interest earned thereon, will not be used to pay for the excise tax.

In addition, until the earlier 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 in the Trust Account in US 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 maturities of 185 days or less or in money market funds that invest only in United States treasury obligations and meets the conditions in 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 the Extension is implemented as described in this Definitive Proxy Statement, after the 24-month anniversary of the effective date of the registration statement related to the Company’s IPO, the Company plans to retain the remaining amount in the Trust Account in an interest-bearing current account at a bank.

3. Certain disclosures on page 1 of the “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 information on page 5 of the final proxy statement below

“Questions and answers about the special meeting” is hereby amended

and reworded to read as follows:

If the Charter Amendment and the Trust Amendment are approved and the Board decides to implement the Charter Amendment and the Trust Amendment, 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, herein referred to to as the extension payment, in the amount determined by multiplying $0.055 by the number of public shares then outstanding, up to a maximum $175,000 for each such one-month extension, in each case deposited into the trust account prior to the then-current deadline for completing an initial business combination. Furthermore, removing the withdrawal amount from the trust account will reduce the amount remaining in the trust account and increase the percentage of Quantum’s common stock owned by Quantum’s directors and officers through the founder shares.

5. Certain information on page 17 of the final proxy statement below

    "Charter Amendment Proposal" section is hereby amended and restated to read as
    follows:

Quantum proposes to amend its charter to extend the date by which Quantum must complete a first business combination from 9 February 2023 until the Extension Date, provided that the Sponsor (or its Affiliates or Permitted Designees) will deposit the Extension Payment into the Trust Account for each one month extension beyond 9 February 2023.

6. Certain information on pages 17 and 22 of the final proxy statement below

    the "The Charter Amendment Proposal" section is hereby amended and restated to
    read as follows:

Quantum’s IPO prospectus and charter give Quantum until 9 February 2023 to complete a business combination. While we entered into the Business Combination Agreement on 16 November 2022The board currently believes that there will not be sufficient time before then 9 February 2023 to complete a business combination. The affirmative vote of the holders of at least sixty-five percent (65%) of all outstanding shares is required to extend Quantum’s corporate existence, except in connection with and effective upon the consummation of a business combination. In addition, Quantum’s IPO prospectus and charter provide that all public shareholders have an opportunity to redeem their public shares in the event that 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 complete a business combination within the permitted time period, Quantum has decided to seek stockholder approval to extend the date by which Quantum must complete a business association beyond 9 February 2023 until the Extension Date, provided that the Sponsor (or its Affiliates or Permitted Designees) will deposit the Extension Payment into the Trust Account for each one month extension beyond 9 February 2023.

7. Certain information on page A-1 of Appendix A to the final proxy statement is

    hereby amended and restated to read as follows:

9.1(b) Immediately after the Offer, a certain amount of the net issue proceeds received by the Company in the Offer (including the proceeds from any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Company’s registration statement on Form S-1, as originally filed with The Security and Exchange Commission (“SEC”) on 19 January 2021, as amended (the “Registration Statement”), was deposited into a trust account (the “Trust Account”), established for the benefit of the Public Shareholders (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 Company’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 of (in ) the completion of the initial business combination, (ii) the redemption of 100% of the Offer Shares (as defined below) if the Company does not complete its initial business combination within
9 February 2023; provided that the company may extend such date by up to a further six months, up to 9 August 2023presuming Quantum Ventures LLC (or its affiliates or permitted designees) will deposit into the trust account an amount determined by multiplying $0.055 according to the number of public shares then outstanding, up to a maximum $175,000 for each such extension of one month, unless the closing of the company’s business combination shall have taken place, for such extension in exchange for a non-interest-bearing, unsecured promissory note payable upon the completion of a business combination, or such earlier date as determined by the board of directors ( as applicable, the “Closing Date”), subject to applicable law, and (iii) redemption of Offer Shares in connection with a stockholder vote to approve an amendment to this Amended and Restated Certificate (A) to change the substance or timing of the Company’s obligation to to redeem 100% of the Offer Shares if the Company has not completed an Initial Business Combination by the Termination Date or (B) with respect to other provisions relating to stockholder rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of common stock included as part of the shares sold in the Offer (the “Offer Shares”) (whether such Offer Shares were purchased in the Offer or in the secondary market after the Offer and whether or not such holders are Quantum Ventures LLC, Chardan Quantum LLC
(collectively the “Co-Sponsors”) or the managers or directors of . . .

Item 9.01. Annual accounts and exhibitions.

(d)    Exhibits.



Exhibit No.     Description
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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