July 27, 2023

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance

100 F Street, NE
Washington, D.C. 20549 

Attn: Madeleine Mateo and Susan Block

Dear Ms. Mateo and Ms. Block:

On behalf of Calculator New Pubco, Inc. (the “Company”), we are hereby responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated July 21, 2023 (the “Comment Letter”) with respect to the above referenced Amendment No. 1 to the Registration Statement on Form S-4, filed by the Company on June 23, 2023.

The Company has filed via EDGAR Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2 to the Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, the text of each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response. All page references in the responses set forth below refer to page numbers in Amendment No. 2 to the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2 to the Registration Statement.

Form S-4/A filed June 23, 2023

Commercial Bancorp Merger Agreement, page 29

Response: The Company respectfully advises the Staff that the Company included the financials of Commercial Bancorp in a pro forma significance test and determined that the CB Merger is not material to the Business Combination.

Utilizing the guidance under Regulation S-X, Rule 11-01(b)(3)(i)(B), in order to calculate the significance of Commercial Bancorp, the Company performed the pro forma significance tests assuming the Wilson-Davis and AtlasClear acquisitions had occurred. While those acquisitions have not yet closed, the Company used pro forma numbers including Wilson-Davis and AtlasClear (with the acquired assets from Atlas FinTech) because the CB Merger is contingent on the closing of the Business Combination, which includes Wilson-Davis and AtlasClear (with the acquired assets from Atlas FinTech). The CB Merger will not occur without the closing of the Business Combination and acquisitions of AtlasClear and Wilson-Davis; accordingly, the Company believes it is appropriate to conduct the significance test assuming the closing of those transactions.

Based on this analysis, Commercial Bancorp is not significant (over 50%) for any of the tests. Specifically, applying the income test, for the year ended December 31, 2022, Commercial Bancorp had net income of approximately $205,000, or an absolute value of less than 1% of the pro forma combined loss of approximately $67.6 million shown in the unaudited pro forma financial statements. Applying the investment test, the anticipated purchase price of $8.5 million for Commercial Bancorp represents approximately 8% of the market value of Quantum as of March 31, 2023 of approximately $107 million. Applying the asset test, Commercial Bancorp had total assets of approximately $28.8 million as of March 31, 2023, or approximately 31% or 39% of the pro forma total assets of approximately $93.2 million and $73.4 million shown in the unaudited pro forma financial statements under the no redemption and maximum redemption scenarios, respectively. Therefore, Commercial Bancorp does not need to be included in the pro forma financial statements nor do its financial statements need to be included in the registration statement.

Furthermore, if the CB Merger or a similar alternative acquisition does not occur, the impact on the combined company’s projections and operations is not expected to be material because Commercial Bancorp, or an alternative acquisition, is not anticipated to contribute a material amount of revenue, assets or capital to the combined company. The following table shows the expected effect on the Updated Projections if Commercial Bancorp were not included:

Background of the Business Combination, page 105

Response: In response to the Staff’s comment, the disclosure on page 107 of Amendment No. 2 to the Registration Statement has been revised.

Unaudited Prospective Financial Information of the Company, page 110

Response: In response to the Staff’s comment, the disclosure on page 113 of Amendment No. 2 to the Registration Statement has been revised.

Response: In response to the Staff’s comment, the disclosure on pages 58 and 113 to 114 of Amendment No. 2 to the Registration Statement has been revised.

Response: In response to the Staff’s comment, the disclosure on page 110 of Amendment No. 2 to the Registration Statement has been revised.

Response: In response to the Staff’s comment, the disclosure on pages 110 and 113 of Amendment No. 2 to the Registration Statement has been revised.

Response: In response to the Staff’s comment, the disclosure on pages 111 and 114 of Amendment No. 2 to the Registration Statement has been revised to discuss assumptions regarding the acquired companies operating together and associated costs or synergies. In addition, the Company respectfully advises the Staff that it does not believe it would be useful to investors to include 2022 historical results in the discussion of projections because, as previously disclosed, the prospective financial information is not in line with historical financial and operating trends of the Target Companies but, rather, reflect the beliefs of management regarding the growth potential of the Target Companies based upon management’s past experience, taking into account the assumptions discussed in the registration statement.

Response: In response to the Staff’s comment, the disclosure on page 113 of Amendment No. 2 to the Registration Statement has been revised. In addition, the disclosure on pages 110 and 113 has been corrected to indicate that the Initial Projections do not include Commercial Bancorp.

Response: In response to the Staff’s comment, the disclosure on pages 114 to 117 of Amendment No. 2 to the Registration Statement has been revised.

Response: In response to the Staff’s comment, the disclosure on page 116 of Amendment No. 2 to the Registration Statement has been revised.

Pro Forma Condensed Combined Balance Sheet as of March 31, 2023, page 155

Response: In response to the Staff’s comment, the disclosure on page 156 of Amendment No. 2 to the Registration Statement has been revised.

Note 3 - Pro Forma Adjustments

Note (B) Derived from the audited consolidated balance sheet as of March 31, 2023, page 160

Response: In response to the Staff’s comment, the disclosure on page 161 of Amendment No. 2 to the Registration Statement has been revised.

Response: In response to the Staff’s comment, the disclosure on pages 162 and 164 of Amendment No. 2 to the Registration Statement has been revised.

Response: In response to the Staff’s comment, the disclosure on page 162 of Amendment No. 2 to the Registration Statement has been revised. In addition, the Company respectfully advises the Staff that the basis for using a valuation date as of December 31, 2022 and not March 31, 2023 was that the analysis had already been complete for December 31, 2022 and that the likely difference based upon performance compared to March 31, 2023, with revenue down approximately 8% and net loss improved by 38%, would not be significant.

Response: In response to the Staff’s comment, the disclosure on page 163 of Amendment No. 2 to the Registration Statement has been revised.

AtlasFX and Rubicon, page 186

Response: In response to the Staff’s comment, the disclosure on page 187 of Amendment No. 2 to the Registration Statement has been revised.

We thank the Staff in advance for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.

cc: Robert McBey – Chief Executive Officer