TradeStation Group, Inc. (“TradeStation”), whose subsidiaries
provide award-winning self-clearing online brokerage services for
equities, options, futures and cryptocurrency, and Quantum FinTech
Acquisition Corporation (NYSE: QFTA), a special purpose acquisition
company (“Quantum FinTech”), announced today that TradeStation has
filed with the U.S. Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 (the “Registration Statement”)
in connection with its recently announced proposed business
combination with Quantum FinTech.
As previously announced on November 4, 2021, TradeStation and
Quantum FinTech executed a definitive business combination
agreement through which TradeStation will become a publicly traded,
NYSE-listed company under the ticker symbol “TRDE.” Completion of
the transaction, which is expected to close in the first half of
2022, is subject to approval by Quantum FinTech’s shareholders, the
Registration Statement being declared effective by the SEC, and
satisfaction or waiver of other customary closing conditions
identified in the business combination agreement. The transaction
values the combined company at an implied pro forma enterprise
value of approximately $1.43 billion.
The Registration Statement includes a preliminary proxy
statement/prospectus in connection with the proposed business
combination. After the Registration Statement is declared
effective, the definitive proxy statement/prospectus as well as
other relevant documents will be mailed to shareholders of Quantum
FinTech as of a record date to be established for voting on the
business combination.
Upon closing, and assuming no redemptions of any public shares
of Quantum FinTech, the transaction will provide TradeStation with
approximately $326 million of cash prior to payment of expenses,
consisting of the contribution of approximately $201 million of
cash distributed from Quantum FinTech’s trust account and $125
million of additional capital raised through a fully-committed
private placement of common stock by Quantum FinTech (“PIPE”). The
PIPE includes, as co-anchor investments, $50 million from
TradeStation’s sole shareholder, Monex Group, Inc. (“Monex”), and
$50 million from Galaxy Digital LP, an affiliate of Galaxy Digital
Holdings Ltd., one of the world’s leading technology-driven
financial services and investment management firms. Monex is not
selling any of its TradeStation stock in the transaction and,
assuming no redemptions of Quantum FinTech public shares, will own
approximately 81% of TradeStation at closing. Net proceeds from the
transaction are intended to be used to help fund TradeStation’s
plans 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.
About TradeStation Group, Inc.
TradeStation has, for decades, been a fintech pioneer in its
support of self-directed traders and investors in their journeys to
claim their financial edge. TradeStation provides award-winning
trading and analysis platforms and self-clearing online brokerage
services for stocks, ETFs, equity and index options, commodity and
financial futures, futures options and cryptocurrencies. These
trading platforms are accessible on desktop, Web and mobile, as
well as via API technologies which seamlessly provide access to
TradeStation’s brokerage environment through third-party platforms.
TradeStation’s offerings also include deep and growing learning
content designed to build confidence among those new to investing
and hone the skills of seasoned traders.
TradeStation Securities, Inc. (Member NYSE, FINRA, SIPC, NSCC,
DTC, OCC, NFA & CME) offers self-clearing equities, options,
futures and futures options brokerage services as a licensed
securities broker-dealer and futures commission merchant (“FCM”)
and is a member of major equities and futures exchanges in the
United States. TradeStation Crypto, Inc. offers self-clearing
cryptocurrency brokerage services under federal and state money
services business, money-transmitter and similar registrations and
licenses.
About Quantum Fintech
Quantum FinTech Acquisition Corporation is a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, that was formed for the purpose of entering into
a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses, with a principal focus on
identifying high-growth financial services and fintech businesses
as targets.
Important Information and Where to Find It
Investors, security holders and other interested persons are
advised to read the Registration Statement, including the proxy
statement/prospectus included therein, and any amendments thereto,
and other relevant documents that are filed with the SEC carefully
and in their entirety because they contain important information
about TradeStation, Quantum FinTech and the proposed business
combination. Investors, security holders and other interested
persons also may obtain copies of the Registration Statement and
other documents containing important information about the business
combination and the parties to the business combination, without
charge, at the SEC’s website at www.sec.gov, or by directing a
request to: Quantum FinTech Acquisition Corp., 4221 W. Boy Scout
Blvd., Suite 300, Tampa, FL 33607, Attention: Investor Relations or
by email at IR@qftacorp.com. TradeStation also makes available free
of charge filings it has made with the SEC and other information on
the transaction and business combination on its website at
about.tradestation.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended, that reflect TradeStation and Quantum FinTech’s
current views with respect to, among other things, the future
operations and financial performance of TradeStation, Quantum
FinTech and the combined company. Forward-looking statements in
this communication may be identified by the use of words such as
“anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,”
“expect,” “foreseeable,” “future,” “intend,” “may,” “outlook,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “trends,” “will,” “would” and similar terms and phrases.
Forward-looking statements contained in this communication include,
but are not limited to, statements as to (i) the consummation of
the proposed transaction, (ii) the amount of redemptions of public
shares of Quantum FinTech and (iii) the amount of cash that the
proposed transaction will provide to TradeStation.
The forward-looking statements contained in this communication
are based on the current expectations of TradeStation, Quantum
FinTech and their respective management and are subject to risks
and uncertainties. No assurance can be given that future
developments affecting TradeStation, Quantum FinTech or the
combined company will be those that are anticipated. Actual results
may differ materially from current expectations due to changes in
global, regional or local economic, business, competitive, market,
regulatory and other factors, many of which are beyond the control
of TradeStation and Quantum FinTech. Should one or more of these
risks or uncertainties materialize, or should any of the
assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements.
Factors that could cause actual results to differ may emerge from
time to time, and it is not possible to predict all of them.
Such factors include, but are not limited to: the risk that the
transaction may not be completed in a timely manner or at all; the
failure to obtain requisite approval for the transaction or meet
other closing conditions; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreement in respect of the transaction; failure to
achieve sufficient cash available (taking into account all
available financing sources) following any redemptions of Quantum
FinTech’s public shareholders; failure to obtain the requisite
approval of Quantum FinTech’s shareholders; failure to meet
relevant listing standards in connection with the consummation of
the transaction; the effect of the announcement or pendency of the
transaction on TradeStation’s business; risks that the proposed
transaction disrupts current plans and operations of TradeStation;
failure to recognize the anticipated benefits of the transaction,
which may be affected by, among other things, competition, the
ability of the combined entity to maintain relationships with
customers and suppliers and strategic alliance third parties, and
to retain its management and key employees; potential litigation
relating to the proposed transaction; changes to the proposed
structure of the transaction that may be required or appropriate as
a result of the announcement and execution of the transaction;
unexpected costs and expenses related to the transaction; estimates
of TradeStation and the combined company’s financial performance
being materially incorrect predictions; changes in general economic
or political conditions; changes in the markets that TradeStation
targets or the combined company will target; slowdowns in
securities or cryptocurrency trading or shifting demand for
securities or cryptocurrency trading products; the impact of the
ongoing COVID-19 pandemic; the evolving digital asset market,
including the regulation thereof; possible regulations that further
limit, or eliminate, the ability of TradeStation to accept payment
for order flow or similar rebates; any change in laws applicable to
Quantum FinTech or TradeStation or any regulatory or judicial
interpretation thereof; and other factors, risks and uncertainties,
including those under the heading “Risk Factors” in the investor
presentation that is part of the Form 8-K/A filed with the SEC on
November 10, 2021 by Quantum FinTech, as well as those included
under the heading “Risk Factors” in the proxy statement/prospectus
filed with the SEC by TradeStation, and those included under the
heading “Risk Factors” in Quantum FinTech’s final prospectus
relating to its initial public offering in February 2021 and
Quantum FinTech and TradeStation’s other filings with the SEC.
TradeStation and Quantum FinTech caution that the foregoing list of
factors is not exhaustive.
Any forward-looking statement made in this communication speaks
only as of the date hereof. Plans, intentions or expectations
disclosed in forward-looking statements may not be achieved and no
one should place undue reliance on such forward-looking statements.
Neither TradeStation nor Quantum FinTech undertake any obligation
to update, revise or review any forward-looking statement, whether
as a result of new information, future developments or otherwise,
except as may be required by any applicable securities laws.
Participants in the Solicitation
Quantum FinTech and TradeStation and their respective directors,
executive officers and certain investors may be considered
participants in the solicitation of proxies with respect to the
proposed business combination described in this communication under
the rules of the SEC. Information about the directors and executive
officers of Quantum FinTech and their ownership is set forth in
Quantum FinTech’s filings with the SEC, including its final
prospectus relating to its initial public offering in February
2021. Additional information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
the Quantum FinTech shareholders in connection with the proposed
business combination, including TradeStation’s and Quantum
FinTech’s directors and executive officers and certain investors,
is contained in the Registration Statement for the business
combination. Free copies of these documents can be obtained as
described above.
No Offer or Solicitation
This communication does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the business combination or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase,
any securities of TradeStation, Quantum FinTech, the combined
company or any of their respective affiliates. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom, nor shall any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction be
effected. No securities commission or securities regulatory
authority in the United States or any other jurisdiction has in any
way passed upon the merits of the business combination or the
accuracy or adequacy of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211226005005/en/
Investors: ir@tradestation.com
Media: Madison Roberts 281-684-9857
madison.roberts@fleishman.com
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