TradeStation Group Inc. (TradeStation) entered into an agreement and plan of merger to acquire Quantum FinTech Acquisition Corporation (NYSE:QFTA) (Quantum FinTech) from Quantum Ventures LLC, Chardan Quantum LLC and the Directors and Officers of Quantum FinTech for $1.7 billion in a reverse merger transaction on November 4, 2021. Under the terms of the transaction, each share of Quantum FinTech common stock that is held by Quantum Ventures LLC and Chardan Quantum LLC and the Directors and Officers of Quantum FinTech after taking into effect the forfeitures described below or was acquired pursuant to the subscription agreements will be converted into one share of TradeStation common stock, each share of common stock of Quantum FinTech (other than the shares referred to in clause (i)) that is outstanding and has not been redeemed will be converted into a number of shares of TradeStation common stock equal to (A) the sum of (1) the number of public shares outstanding for which holders have not elected redemption as of immediately prior to the closing and (2) 750,000 divided by (B) the number of public shares outstanding for which holders have not elected redemption immediately prior to the closing. Each outstanding warrant to purchase Quantum FinTech common stock will become a warrant to purchase TradeStation common stock, with each such warrant exercisable for the number of shares of TradeStation common stock the holder of the Quantum FinTech warrant would have received in the merger if it exercised the Quantum FinTech Warrant immediately prior to the merger. At closing, 48% of the shares held by Quantum Fintech's sponsors will convert to unvested performance-based earn-out shares (0.8 million shares) or be forfeited (1.6 million shares). Post-closing, Quantum FinTech Acquisition Corporation will continue as wholly owned subsidiary of TradeStation Group Inc. TradeStation's 100% parent, Monex, 100% will retain all of its equity in TradeStation, and estimated to own approximately 80% of TradeStation at closing. TradeStation will become a publicly traded, NYSE-listed company under the ticker symbol “TRDE.” 

TradeStation's management team, including John Bartleman, President, Chief Executive Officer and member of TradeStation's Board of Directors, will continue to lead the company following completion of the transaction. The transaction is subject to certain customary conditions, including, regulatory approvals, approval by the stockholders of Quantum FinTech and TradeStation, effectiveness of a registration statement on Form S-4 by TradeStation relating to the business combination and containing a proxy statement of Quantum FinTech, approval for listing on The New York Stock Exchange of the shares of TradeStation common stock to be issued in the merger and Quantum FinTech has at least $5 million of net tangible assets. The transaction has been unanimously approved by the Boards of Directors of TradeStation and Quantum FinTech, as well as by Monex Group, Inc., TradeStation's sole shareholder. The transaction is expected to close in the first half of 2022. Net proceeds from the transaction are intended to be used to help fund the plans of TradeStation to accelerate account and revenue growth through substantially increased brand-awareness and performance-based marketing spend, as well as increased product development and IT headcount for completion of certain new product feature initiatives and to add liquidity to support an anticipated larger customer base. On August 2, 2022, Quantum FinTech received a notice from TradeStation that purported to terminate the merger agreement. Quantum FinTech sent a letter to TradeStation stating that TradeStation is not permitted to terminate the Merger Agreement and that TradeStation continues to be bound to its obligations under the merger agreement in all respects.


Michael Wolfson, Roxane Reardon, Ravi Purushotham, Sean Dougherty, Heesu Kim, Evan Kenyon and Anna Jarman; Benjamin Rippeon, William Smolinski, Lori Lesser, Samuel Watters, Andrew Blau, Caitlin Fitzgerald, Kelly Karapetyan and David Blass of Simpson Thacher & Bartlett LLP acted as the legal advisors and Stephen M. Kotran of Sullivan & Cromwell LLP represents BofA Securities acted as the financial advisor and capital markets adviser for TradeStation. Jonathan T. Ammons, Basil V. Godellas, Carol Anne Huff, Olga A. Loy, Jason D. Osborn, Jack Cartwright, Jessica A. Diedrich, Dainia J. Jabaji, Dillon S. Kellerman, Mary Katherine Kulback, Benjamin Liss, Rebecca H. Miller, Josh Rhee, Eric J. Shinabarger, Jeffrey L Steinfeld, T. Justin Trapp and Jennifer L. Ybarra. of Winston & Strawn LLP acted as the legal advisors and Piper Sandler & Co. acted as the financial advisor to Quantum FinTech. Continental Stock Transfer & Trust Company acted as a transfer agent to TradeStation.