United States securities and exchange commission logo





                             July 21, 2023

       Robert McBey
       Chief Executive Officer
       Calculator New Pubco, Inc.
       4221 W. Boy Scout Blvd. Suite 300
       Tampa, FL 33607

                                                        Re: Calculator New
Pubco, Inc.
                                                            Amendment No. to 1
                                                            Registration
Statement on Form S-4
                                                            Filed June 23, 2023
                                                            File No. 333-271665

       Dear Robert McBey:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
27, 2023 letter.

       Form S-4/A filed June 23, 2023

       Commercial Bancorp Merger Agreement, page 29

   1.                                                   We note the response to
comment 3. Please provide us with financial information to
                                                        support the fact that
the acquisition of Commercial Bancorp will not be significant and
                                                        critical to the
Business Combination.
       Background of the Business Combination, page 105

   2.                                                   We note your response
to our prior comment 9. Please revise to further explain how the
                                                        negotiations with
Wilson-Davis and Commercial Bancorp came about in regards to this
                                                        current business
combination, including when the negotiations were started.
 Robert McBey
FirstName  LastNameRobert
Calculator New Pubco, Inc. McBey
Comapany
July       NameCalculator New Pubco, Inc.
     21, 2023
July 21,
Page  2 2023 Page 2
FirstName LastName
Unaudited Prospective Financial Information of the Company, page 110

3.       We note your response to comment's 8 and 10. Please revise here to
state that you have
         not included historical or pro forma information from Commercial
Bancorp because the
         intended merger is not considered probable or critical to this
offering. In light of the fact
         that you have included results from Commercial Bancorp within your
projections, please
         address and quantify the impact to the Company   s projections and
planned operations if
         the acquisition of Commercial Bancorp or another banking institution
does not occur, due
         to the substantial uncertainty regarding shareholder or regulatory
approval for such an
         acquisition.
4.       Please include in your discussion of assumptions, that you are
assuming you will be able
         to complete the acquisition of Commericial Bancorp, or some other FDIC
institution, as
         you discuss at page 29. Please include disclosure regarding the
assumed benefits that such
         an institution can provide for your combined company, beyond the
revenue such a
         banking institution could make on a standalone basis, or advise. We
note your disclosure
         at page 29 that the expected income from Commercial Bancorp in not
expected to be
         material. Please explain why a FDIC institution is important to your
overall business
         plan, and discuss in the risk factors section any risks to your
business plan if you are not
         able to acquire such an FDIC institution.
5.       Please clearly describe the reasons the projections were prepared and
the purpose of
         inclusion in the registration statement.
6.       Please balance the disclosure accompanying the initial and updated
projections provided
         at page 112 by explaining why you revised your initial projections,
and what, if any,
         underlying assumptions changed. Please explain what changes were made
and explain
         any different assumptions.
7.       Please balance the provided projections by including 2022 historical
results, to the extent
         practicable, to place the projections in context, or advise. Please
discuss any assumptions
         about the to be acquired companies operating together, and associated
costs or synergies.
8.       We note your disclosure on page 159, in regards for accounting for the
transaction, that
         the acquisition of Commercial Bancorp is neither probable or
significant. We also note
         the projections in the Initial Projections and Updated Projections
tables include
         Commercial Bancorp. Please explain the reason for including Commerical
Bancorp in
         your projections. Please balance the disclosure to discuss the
possible impact on your
         projections if you do not complete the acquisition of Commercial
Bancorp or another
         FDIC institution, as you discuss the possibility of pursuing another
similar institution at
         page 29.
9.       We note the assumptions disclosed for Commercial Bancorp beginning on
page 114,
         which include, but are not limited to, your assumption that Commercial
Bancorp's loan
         portfolio grows aggressively at Year 1, that an investment in
marketable securities
         increases as cash balances increase and carried out under strict and
conservative
 Robert McBey
FirstName  LastNameRobert
Calculator New Pubco, Inc. McBey
Comapany
July       NameCalculator New Pubco, Inc.
     21, 2023
July 21,
Page  3 2023 Page 3
FirstName LastName
         treasury investment policies, and your deposit growth. In regard to
assumptions for
         implied growth, please also balance your disclosure to explain any
other factors assumed,
         such as macroeconomic factors. For each material assumption, please
disclose whether
         such projection is consistent with historical performance. If a
projection is not consistent
         with historical performance, please disclose why you believe the
projection is appropriate
         and explain any basis for the expected results. Provide the factors or
contingencies that
         would affect such projection from ultimately materializing. Similarly
revise in regard to
         projections included for Wilson-Davis, and Technology assets to be
acquired, and
         elsewhere, as applicable.
10.      Please provide additional disclosure describing the strict and
conservative treasury
         investment policies you reference on page 114.
Pro Forma Condensed Combined Balance Sheet as of March 31, 2023, page 155

11.      Please revise to ensure the pro forma note references on page 155 are
correctly identified
         and agree with the pro forma balance sheet adjustments, as disclosed,
beginning on page
         160.
Note 3 - Pro Forma Adjustments
Note (B) Derived from the audited consolidated balance sheet as of March 31,
2023, page 160

12.      Please revise to indicate that the financial information for Quantum
as of March 31, 2023
         is unaudited.
13.      We note the reference to    adjustment 9    however, there is no
apparent    adjustment 9
         disclosed. Please revise your disclosures as needed.
14.      Please revise to more clearly address the meaning of    deficient cash
free net working
         capital    and how the respective amounts have been determined as well
as the relevance of
         this disclosure. Also, address the reasons and basis for normalized
working capital being
         $0 given the nature of their business operations. In addition, please
address the basis for
         using a valuation date as of December 31, 2022 and not March 31, 2023.
15.      We note the response to comment 24. Please revise to disclose that
there are no historical
         revenues for the software products expected to be contributed to
AtlasClear and that
         AtlasClear   s management determined the fair value based on their
experience and
         expectations from running similar models in previous companies.
AtlasFX and Rubicon, page 186

16.      We note your response to comment 26. Please revise to disclose that no
customers
         currently utilize the Atlas FX and Rubicon FX systems.
 Robert McBey
Calculator New Pubco, Inc.
July 21, 2023
Page 4

       You may contact Lory Empie at 202-551-3714 or Marc Thomas at
202-551-3452 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Mateo at 202-551-3465 or Susan Block at 202-551-3210 with any
other
questions.



FirstName LastNameRobert McBey                          Sincerely,
Comapany NameCalculator New Pubco, Inc.
                                                        Division of Corporation
Finance
July 21, 2023 Page 4                                    Office of Finance
FirstName LastName