Quantum FinTech Acquisition Corporation *

PROPOSED BUSINESS COMBINATION: AtlasClear, Inc.

ENTERPRISE VALUE: TBD

ANTICIPATED SYMBOL: ATCH

Quantum FinTech Acquisition Corporation proposes to combine with AtlasClear, Inc. and Atlas Fintech Holdings Corp. which will result in Atlas FinTech transferring its trading technology assets to AtlasClear and the acquisition by AtlasClear as part of the initial business combination of Wilson Davis & Co., Inc., a correspondent clearing broker-dealer (“WDCO”). AtlasClear has also entered into a definitive agreement to acquire a federal reserve member following the consummation of the initial business combination, expected in the second or third quarter of 2023.

• AtlasClear plans to build a cutting-edge technology-enabled financial services firm that would create a more efficient platform for trading, clearing, settlement, and banking of evolving and innovative financial products with a focus on small and middle-market financial services firms.
• The team that will lead AtlasClear are respected financial services industry veterans that have founded and led other companies in the industry including Penson Clearing, Southwest Securities, NexTrade, and Anderen Bank.

SUBSEQUENT EVENT – 12/15/23 – LINK

• The Amendment amends the Business Combination Agreement to extend the date after which either Quantum or AtlasClear may terminate the Business Combination Agreement from December 8, 2023 to January 8, 2024.

SUBSEQUENT EVENT – 11/24/23 – LINK

• The Amendment amends the Business Combination Agreement to extend the date after which either Quantum or AtlasClear may terminate the Business Combination Agreement from November 22, 2023 to December 8, 2023.

SUBSEQUENT EVENT – 10/20/23 – LINK

• The SPAC waived the minimum cash closing condition.

EXTENSION – 8/8/23 – LINK

• The SPAC approved the extension from August 9, 2023 to February 9, 2024.
  • 406,990 shares were redeemed for $10.53 per share.
  • $160K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 8/3/23 – LINK

• The SPAC entered into a non-redemption agreement with Funicular Funds, LP  in exchange for them agreeing not to redeem an aggregate of 2,351,800 shares
  • The Sponsor will transfer 235,180 Class B shares and an aggregate of 235,180 warrants  to the non-redeeming shareholders

EXTENSION – 2/7/23 – LINK

• The SPAC approved the extension from February 9, 2023 to up to August 9, 2023.
  • The Sponsor will deposit $175k per month into the trust account
  • 14,667,626 shares were redeemed at the meeting.

TRANSACTION

• The board of directors and stockholders of AtlasClear have approved the business combination.
• The board of directors of QFTA has approved the business combination based upon the unanimous recommendation of a special committee of independent directors.
• The transaction will require the approval of the stockholders of QFTA and is subject to other customary closing conditions, including the receipt of certain regulatory approvals.
• The transaction is currently expected to close in the first quarter of 2023.

PIPE

• There is no PIPE for this transaction

EARNOUT

• The AtlasClear stockholders will receive up to 5,944,444 shares of New Pubco common stock
  • 2,333,333 of the Share Price Earn Out Shares upon the occurrence of Triggering Event I (the “$12.50 Earn Out Shares”)
  • 1,944,444 of the Share Price Earn Out Shares upon the occurrence of Triggering Event II (the “$15.00 Earn Out Shares”)
  • 1,666,667 of the Share Price Earn Out Shares upon the occurrence of Triggering Event III (the “$17.50 Earn Out Shares”)
• In the event such milestones are not met within the first 18 months following the Closing, the Earn-Out Shares will be canceled.
• Atlas FinTech will also receive up to $20 million of New Pubco common stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing.
  • The revenue targets will be measured yearly for the five years following Closing, with no catch-up between the years.

LOCK-UP

• Sponsor
  • 50% on the earlier of six months from the Closing or the share price equals or exceeds $12.50 for 20/30 trading days
  • 50% six months after the Closing
• Company
  • One year from the Closing or the share price equals or exceeds $12.50 for 20/30 trading days

SUPPORT AGREEMENT

• Atlas FinTech, which directly or indirectly holds shares of Company Common Stock and Private Warrants, has agreed to transfer, or cause to transfer, up to 1,279,426.82 of Company Common Stock and up to 1,657,578.65 of the Private Warrants held indirectly by it to potential sources of debt, equity or financing if the Company pursues financing between signing and the Closing. Any of such Company Common Stock or Private Warrants remaining following any transfers for potential financing will be forfeited for no consideration.

NOTABLE CONDITIONS TO CLOSING

• Available cash at closing of at least $40 million – WAIVED on 10/20/23

NOTABLE CONDITIONS TO TERMINATION

• By either AtlasClear or the Company if the Closing has not occurred on or before February 9, 2023 (provided, that if the Company seeks and obtains an extension to the deadline by which it must complete its business combination, the Company shall have the right by providing notice to AtlasClear to extend such date for up to the shorter of:
  • (a) up to two additional periods equal to three additional months each (for a total of not more than six months in the aggregate),
  • (b) the period ending on the last date for the Company to consummate its business combination pursuant to such extension and
  • (c) such period as determined by the Company)
• By the Company if all required financial statements for the Form S-4 are not delivered within 30 days from the date of the Business Combination Agreement.
• Outside Date Amended to November 6, 2023
• Outside Date Amended to December 8, 2023.
• Outside Date Amended to January 8, 2024.
• Outside Date Amended to January 26, 2024.

ADVISORS

• No advisors have been listed.

The below-announced combination was terminated on 11/17/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: TradeStation Group

ENTERPRISE VALUE: $1.43 billion

ANTICIPATED SYMBOL: TRDE

Quantum FinTech Acquisition Corporation proposes to combine with TradeStation Group.

Provider of electronic trading platform intended to create advanced trading tools and global technology infrastructure. The company’s trading and analysis platform provides one-click access to all major U.S. exchanges and market centers, enabling clients to design, test, optimize, monitor and automate their own custom equities, options and futures trading strategies.

Ever since the Company made a US$411 million tender offer to acquire TradeStation in 2011 (at which time TradeStation was publicly-traded company, a listed on the Nasdaq Global Select Market), the Company has worked to increase the value of TradeStation through numervous initiatives. With TradeStation’s current Pre-Money Equity Valuation of approximately US$1.3 billion (about ¥145 billion), the Company and TradeStation expect the business combination with QFTA and the listing of TradeStation as a public company again will help reflect what the Company believes is the true value of TradeStation. Further, the Company and TradeStation believe that securing growth capital in the US capital markets should help support TradeStation’s overall expansion with flexible capital and contribute to mid- to long-term sustainable growth. In addition, being a public company in the US will help reinforce good corporate governance practices, and it is anticipated that a listing on NYSE should raise brand recognition and provide an opportunity for efficient recruitment and direct incentives to TradeStation management, which will promote further growth.

SUBSEQUENT EVENT – 8/2/22 – LINK

• On August 2, 2022, the Company received a notice from TradeStation that purported to terminate the Merger Agreement.
  • Section 12.01(c) provides that the Merger Agreement may be terminated by either party if the merger of the Company with Merger Sub has not occurred on or before August 1, 2022 (the “Termination Date”)?
    • provided that such termination right is not available to any party whose breach of any provision of the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the closing of the Business Combination to occur on or before such date.
• On August 2, 2022, the Company sent a letter to TradeStation stating that TradeStation is not permitted to terminate the Merger Agreement because TradeStation’s breaches of, and failure to perform under, the Merger Agreement are the primary cause of the failure of the closing of the Business Combination to occur on or before the Termination Date.
  • It is the Company’s position that the Purported Termination Notice is invalid and unenforceable and that TradeStation continues to be bound to its obligations under the Merger Agreement in all respects.
• The Company and TradeStation entered into subscription agreements, on November 4, 2021, with PIPE Investors pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 12,500,000 shares of the Company’s common stock for $10.00 per share (the “Company PIPE Shares”) for an aggregate purchase price of $125.0 million, including 5,000 Company PIPE Shares to be sold to Monex Group, Inc., the sole shareholder of TradeStation.
  • Pursuant to the terms of the Subscription Agreements, each PIPE Investor may, at its election, terminate its Subscription Agreement on or after August 1, 2022.
  • The consummation of the investment by the PIPE Investors pursuant to the Subscription Agreements is not a condition to closing the Business Combination under the Merger Agreement.

SUBSEQUENT EVENT – 4/29/22 – LINK

• Earnout Amendment
  • The Monex Group earnout share amount was reduced from 34,148,232 to 33,998,232
  • The Sponsor’s earnout share amount increased from 798,894 to 948,894.
• Sponsor Support Agreement
  • With the increase in the number of shares included in the earnout, the number of forfeiture shares was reduced from 1,610,554 Quantum Shares to 1,460,554

SUBSEQUENT EVENT – (8-K LINK)

On December 17, 2021, Quantum FinTech Acquisition Corporation entered into a First Amendment to the previously announced Agreement and Plan of Merger, dated as of November 4, 2021, by and among the Company, TradeStation Group, Inc., and TSG Merger Sub, Inc.

• The Amendment caps the exchange ratio for which shares of Quantum common stock issued as part of the units in Quantum’s initial public offering (the “Public Shares”) will be exchanged for shares of TradeStation common stock in the Merger.
• The parties considered the potentially dilutive effect of the Quantum warrants arising from the original exchange ratio in scenarios where more than 90% of the Public Shares are redeemed and agreed to the addition of the cap to mitigate such potentially dilutive effect.
• The cap of 1.3727 shares is equivalent to the exchange ratio in scenarios where 90% of the Public Shares are redeemed.

SUBSEQUENT EVENT – (8-K LINK)

• On November 4, 2021, subsequent to the Company’s announcement of its entry into the Merger Agreement and the Subscription Agreements, the Company and TradeStation entered into a Subscription Agreement with an additional investor for an incremental $10.0 million of PIPE commitment, resulting in total commitments under the Subscription Agreements of $125.0 million, on the same terms and conditions as the other Subscription Agreements.

TRANSACTION

• QFTA has obtained commitments from PIPE (Private Investment in Public Equity) investors in the aggregate amount of US$115 million. In order to continue to support and commit to the growth of TradeStation as its parent company, the Company will also subscribe for QFTA shares for aggregate consideration of US$50 million as one of the PIPE investors.
• Ownership ratios (tentative) of New TradeStation after the Merger: the Company: (approx. 134.8 million shares, approx. 81.5%) (including PIPE investment); existing shareholders of QFTA: (approx. 20.9 million shares, approx. 12.6%); PIPE investors (excluding the Company): approx. 7.2 million shares, approx. 4.3%); QFTA Sponsor: (approx. 2.6 million shares, approx. 1.6%) (the above assumes that all existing shareholders of QFTA do not redeem their QFTA shares, and that the eligible PIPE investors will not receive additional TradeStation stocks
• The transaction values the combined company at an implied pro forma enterprise value of approximately $1.43 billion.
• At closing, 48% of the shares held by Quantum Fintech’s sponsors will convert to unvested performance-based earn-out shares (798,894 shares) or be forfeited (1,610,554 shares).
• The structure of the business combination involves a merger between a newly-formed subsidiary of TradeStation and Quantum FinTech, with Quantum FinTech surviving the merger and becoming a wholly-owned subsidiary of TradeStation. Quantum FinTech’s shareholders, including the PIPE investors, will receive shares in TradeStation in exchange for their Quantum FinTech shares.
  • Each Quantum FinTech share held by the PIPE investors and the sponsors of Quantum FinTech will be exchanged for one common share of TradeStation. However, each holder of a Quantum FinTech public share that has elected not to redeem will receive more than one common share of TradeStation based on an exchange ratio formula supported by the issuance of an additional 750,000 shares of TradeStation common stock. More specifically, the holders of Quantum FinTech public shares will receive in exchange for each share they have elected not to redeem a number of shares of TradeStation common stock equal to
    • (1) the sum of the total number of non-redeemed Quantum FinTech public shares and 750,000, divided by
    • (2) the total number of non-redeemed Quantum FinTech public shares.
    • Under this formula, if zero shares are redeemed each Quantum Fintech public share will be exchanged for 1.037 shares of TradeStation common stock and, as another example, if 90% of the Quantum public shares are redeemed each Quantum FinTech public share will be exchanged for 1.373 shares of TradeStation common stock.

PIPE

• Subsequent Event – On November 4, 2021, subsequent to the Company’s announcement of its entry into the Merger Agreement and the Subscription Agreements, the Company and TradeStation entered into a Subscription Agreement with an additional investor for an incremental $10.0 million of PIPE commitment, resulting in total commitments under the Subscription Agreements of $125.0 million, on the same terms and conditions as the other Subscription Agreements.
• QFTA has obtained commitments from PIPE (Private Investment in Public Equity) investors in the aggregate amount of US$115 million. In order to continue to support and commit to the growth of TradeStation as its parent company, the Company will also subscribe for QFTA shares for aggregate consideration of US$50 million as one of the PIPE investors.

EARNOUT

• The Company will receive earn-out consideration equal to a maximum of 34,148,232 shares and the QFTA Sponsors will receive earn-out consideration equal to a maximum of 798,894 shares, in each case upon the following “triggering events”:
  • prior to the fifth anniversary of the Closing of the Merger, TradeStation achieves a VWAP (the volume weighed average price) of US$12.50 over any twenty (20) trading days within the preceding thirty (30) consecutive trading days, 50% of the earn-out consideration is payable.
  • prior to the fifth anniversary of the Closing of the Merger, TradeStation achieves a VWAP (the volume weighed average price) of US$15.00 over any twenty (20) trading days within the preceding thirty (30) consecutive trading days, 50% of the earn-out consideration is payable.
• Earnout Amendment – LINK
  • The Monex Group earnout share amount was reduced from 34,148,232 to 33,998,232
  • The Sponsor’s earnout share amount increased from 798,894 to 948,894.

LOCK-UP

• TradeStation Support Agreement
  • The lock-up for one third (1/3) of New TradeStation shares held by the Company will be released on the earlier of the day falling a year after the Closing of the Merger, or the first date on which the last reported price of New TradeStation shares over any twenty (20) trading days within the preceding thirty (30) consecutive trading days after the Closing of the Merger is greater than or equal to US$12.50, and the sales thereof can be made thereinafter
  • The lock-up for one third (1/3) of New TradeStation shares held by the Company will be released on the earlier of the day falling a year after the Closing of the Merger, or the first date on which the last reported price of New TradeStation shares over any twenty (20) trading days within the preceding thirty (30) consecutive trading days after the Closing of the Merger is greater than or equal to US$15.00, and the sales thereof can be made thereinafter
  • The lock-up for one third (1/3) of New TradeStation shares held by the Company will be released on the earlier of the day falling a year after the Closing of the Merger, or the first date on which the last reported price of New TradeStation shares over any twenty (20) trading days within the preceding thirty (30) consecutive trading days after the Closing of the Merger is greater than or equal to US$17.50, and the sales thereof can be made thereinafter

SUPPORT AGREEMENT

• In connection with the Company’s entrance into the Merger Agreement, it also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with TradeStation, Monex and the Sponsors, pursuant to which, among other things, the Sponsors will agree to vote any of the shares of Company Common Stock held by them in favor of the Business Combination and not to redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination. In addition, the Sponsors agreed not to transfer
  • (i) their TradeStation Common Stock following the Closing, subject to certain exceptions, until the earlier of
    • (A) (1) in the case of Quantum Ventures LLC, 12 months from Closing (2) in the case of the Company’s directors and officers, 6 months from Closing
    • (B) subsequent to the Closing, the date on which the last reported sale price of TradeStation Common Stock exceeds $12.50 per share for 20 out of any 30 consecutive trading days
  • (ii) their TradeStation warrants following the Closing, subject to certain exceptions, until the earlier of (A) 30 days from Closing and (B) February 4, 2022.
• The Sponsor agreed to forfeit 1,610,554 shares of Company Common Stock.
• The number of forfeiture shares was reduced from 1,610,554 Quantum Shares to 1,460,554 – LINK

NOTABLE CONDITIONS TO CLOSING

• Closing is subject to the condition that the Company has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

NOTABLE CONDITIONS TO TERMINATION

• By either TradeStation or the Company if the Closing has not occurred on or before the 270^th day following the date of the Merger Agreement

ADVISORS

• Simpson Thacher & Bartlett LLP is acting as legal advisor to TradeStation.
• BofA Securities is acting as sole financial advisor and capital markets advisor to TradeStation.
• Winston & Strawn LLP is acting as legal advisor to Quantum FinTech.
• Piper Sandler & Co. is acting as financial advisor to Quantum FinTech.
• Piper Sandler is also acting as lead placement agent on the PIPE
• Latham & Watkins LLP is acting as placement agent counsel.

MANAGEMENT & BOARD

Executive Officers

John Schaible, 50
Chairman and Chief Executive Officer

Prior to co-founding Quantum Ventures LLC, Mr. Schaible was a co-founder of Atlas Bank, a Latin American based bank and, since 2010, has served as its Vice Chairman. Mr. Schaible has also served as Chief Executive Officer of AtlasBanc since 2010 and of Atlas FinTech since 2012, each affiliates of Atlas Bank. Mr. Schaible also co-founded Anderen Bank and was Chief Operating Officer of Anderen Financial, an FDIC chartered financial institution and a bank holding company regulated by the Federal Reserve Board, respectively. Mr. Schaible also founded NexTrade and was instrumental in growing NexTrade until the sale of NexTrade’s electronic communications network (division of NexTrade) to Citigroup, Inc. in 2006. Mr. Schaible also founded Matchbookfx, one of the first spot foreign currency electronic platforms. Mr. Schaible has a degree in business management from Colorado State University. Mr. Schaible also served on the board of Colorado State University’s General Leadership Council and Center for Entrepreneurship.

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Miguel Leon, 54
Director and Chief Financial Officer

Mr. Leon is currently a President and Founding Partner of SCA Inventarios, a Chilean logistics and technology company since 2010; a Director of AtlasBank Panama since 2017; and a Director of Tanner Asset Management, an asset management company, since 2020. He has also served as Director and Partner of Solís de Ovando, Leon & Company, an M&A advisory boutique firm, since 2011. Previously, from 2006 to 2011, he was Lead Partner at KPMG Advisory Area Chile, directing more than ten lines of business in various areas of consulting, including corporate finance, risk and compliance and technology. Mr. Leon was also head of the Centre of Excellence at KPMG Corporate Finance in Latin America. Both at Arthur Andersen and Ernst & Young, he served as Regional Director for the Latin America Global Corporate Finance team. Mr. Leon led many mergers and acquisitions, due diligence, business appraisals, arbitration proceedings, and surveys in economic, finance and accounting with a focus on the banking sector. He was also Dean of the Faculty of Economics, Business and Engineering at the Universidad Finis Terrae and President of the Monetary Club Chile. Mr. Leon has a Ph.D. in management science ESADE, Spain; an M.B.A. from the University of Deusto, Spain; a degree in computer engineering from the University Federico, Santa María; and a degree in business administration from the University of Talca.

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Daniel Caamano V, 64 [Resigned 11/10/22]
Director and President

Mr. Camaano was a co-founder of Atlas Bank Panama and, since 2015, has served as its Chairman and President. Prior to co-founding Atlas Bank Panama, Mr. Caamano was the driving force behind the creation of Anderen Bank and Anderen Financial. He served as Chairman and President of Anderen Financial and founder, President, and Director of Anderen Bank. Mr. Caamano also served as Chief Legal Officer for NexTrade and operated his own law firm Caamano & Associates PA. Early in his career, Mr. Caamano was trained by Citibank in New York. Mr. Caamano has held a number of executive roles as a senior banker. Mr. Caamano was also an adjunct professor at Stetson University College of Law where he taught international banking and finance. Mr. Caamano holds a bachelor’s degree in science from the Catholic University and a master’s degree in business administration from Tampa College, an advanced doctoral degree from the Catholic University, and a juris doctor degree from Stetson University College of Law.

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Board of Directors

Sandip I. Patel, 54
Director 

Mr. Patel has been an attorney and corporate business consultant at Sandip I. Patel, P.A., a law firm founded by Mr. Patel in 2000. Since 2017, Mr. Patel has also served as Chief Legal Counsel of Channel Investments, LLC, a medical device company. Mr. Patel has been involved in the formation, acquisition, development, growth, and liquidity events related to companies in the healthcare, insurance and financial services fields. Mr. Patel currently holds public and private investments in a wide range of industries with a focus on medical devices, biotechnology, healthcare services and related technologies, as well as FinTech and related services. Mr. Patel is also a co-founding shareholder of AtlasBanc, and was a co-founding shareholder, and board member of Anderen Bank. He served on the board of directors for Avatar Property and Casualty Insurance Company, a Florida-based homeowners insurance company. Mr. Patel was the Founder, President and Chief Executive Officer of the Orion group of companies, a full-service real estate development company. Previously, Mr. Patel served as Head of the New Business Development and M&A team to national health insurance companies. Mr. Patel oversaw all legal, regulatory and governmental affairs on behalf of WellCare, while serving as the General Counsel and a partner in the company. Mr. Patel received his JD degree from the Stetson University College of Law, and a B.B.A in Finance from the University of Georgia.

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Thomas J. Hammond, 63
Director

Mr. Hammond was the President of ICE Clear U.S., a wholly owned clearing house of Intercontinental Exchange, Inc. (NYSE: ICE) from 2007 until his retirement in 2017. In that role, Mr. Hammond oversaw all technology, operations and financial functions at the clearing house. Prior to joining ICE, Mr. Hammond was Managing Director, Trading Operations at the Chicago Board of Trade (later the CME Group) where he played a leadership role in the successful transition to the Common Clearing Link. Before joining the CME Group in 2003, for a 17-year period, Mr. Hammond served as Chief Executive Officer, Executive Vice President and Chief Operating Officer of the Board of Trade Clearing Corporation (BOTCC), where he successfully managed the development and implementation of integrated over the counter (OTC) clearing systems. Mr. Hammond currently serves as a board member of Atlas FinTech Holdings Corp. and Atlas Bank and, prior to his retirement in 2017, served on the boards of the Financial Services Division and the Chicago Operations Division of the Futures Industry Association, and participated in the Chicago Federal Reserve Bank’s Working Group on Financial Markets. Mr. Hammond earned a Bachelor of Science degree in Business Administration from Lewis University in Romeoville, IL.

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Richard Korhammer, 54
Director

Since March 2020, Mr. Korhammer has served as Managing Director and Co-Head of FinTech Investment Banking at Chardan Capital Markets, a global investment bank. From August 2017 to February 2020, he served as Managing Director at SenaHill Securities LLC, an investment banking firm. Previously, from March 2016 to December 2017, Mr. Korhammer served as Chief Executive Officer at Airex, Inc., a producer of cloud-based marketplace. Since 2012, Mr. Korhammer has been the Chairman of the board of directors of Yieldbroker, a Sydney, Australia-based electronic debt and derivatives exchange. Mr. Korhammer was the Chief Executive Officer, Chairman and Co-founder of Lava Trading, an equities and FX best execution trading and order management system platform that he successfully guided from its inception to its acquisition by Citigroup Inc., where he became a Managing Director, overseeing global electronic equities execution. Throughout his career, Mr. Korhammer has held leadership positions including Senior Advisor to Lightyear Capital, a multi-billion dollar private equity firm focusing on the financial sector and Chairman of The Receivables Exchange, an SMB and Fortune 500 receivables trading platform. Mr. Korhammer started his career as a systems engineer as well as serving in business development roles at NeXT Computers, founded by Steve Jobs, which was acquired by Apple Computers. He holds a B.S.E. in computer science and electrical engineering from Princeton University.

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Steven J. Carlson, 61
Director

Since 2016, Mr. Carlson has served as Co-Chairman of Magellan Global, a financial services holding company which owns Marco Polo Securities Inc., for which he serves as Chairman, Pi Capital International LLC, for which he serves as Managing Partner, and several other early stage firms. Pi Capital, a global advisory firm headquartered in New York City, provides capital raising, M&A advisory, and general corporate advisory services to firms in the financial institutions, renewable power generation, and real estate sectors around the globe. Securities are offered through an affiliate, Marco Polo Securities, Inc. Marco Polo Securities is a distribution platform enabling foreign financial services firms to market their products in the United States and other select jurisdictions worldwide. Before founding Pi Capital, Mr. Carlson was President and Head of Investment Banking at INTL FCStone Financial Inc. from 2010 to 2016. Prior to that, Mr. Carlson was the founder, Chairman and Chief Executive Officer of the Provident Group, a boutique investment banking firm providing capital raising, M&A and other corporate finance advisory services to firms globally. Provident Group was acquired by INTL in 2010. Prior to forming Provident in 1999, Mr. Carlson was a Managing Director at Lehman Brothers holding various senior positions at the firm. Mr. Carlson began his career at Fannie Mae. Mr. Carlson graduated with a BA in Economics from the University of Maryland and a Master’s Degree in Public Policy from the Kennedy School of Government at Harvard University.

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