Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 1)¹

 

Quantum FinTech Acquisition Corporation

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

74767A105 

(CUSIP Number)

 

CABLE CAR CAPITAL LLC

Steven L. Zelinger, General Counsel

2261 Market Street #4307

San Francisco, California 94114

(415) 857-3178

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 6, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

1	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 74767A105

 

	1		NAME OF REPORTING PERSON
				Funicular Funds, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,351,800
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							0
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,351,800
				10		SHARED DISPOSITIVE POWER
							0
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,351,800
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				22.42% (1)
	14		TYPE OF REPORTING PERSON
				PN

 

(1)	See Item 5(a) below.

 

 

CUSIP No. 74767A105

 

	1		NAME OF REPORTING PERSON
				Cable Car Capital LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				California
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,351,800
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							0
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,351,800
				10		SHARED DISPOSITIVE POWER
							0
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,351,800
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				22.42% (1)
	14		TYPE OF REPORTING PERSON
				IA

 

(1)	See Item 5(a) below.

 

 

CUSIP No. 74767A105

 

	1		NAME OF REPORTING PERSON
				Jacob Ma-Weaver
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,351,800
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							0
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,351,800
				10		SHARED DISPOSITIVE POWER
							0
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,351,800
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				22.42% (1)
	14		TYPE OF REPORTING PERSON
				IN

 

(1)	See Item 5(a) below.

 

 

CUSIP No. 74767A105

 

This Amendment No. 1 (“Amendment”) amends and supplements the Schedule 13D filed on February 10, 2023, solely to restate Item 5(a). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.

 

Rule 13d-2(a) requires the security holder to file an amendment to the Schedule 13D to reflect “any material increase . . . in the percentage of the class beneficially owned,” where, as here, the security holder filed a Schedule 13D before the change in the aggregate number of outstanding securities. This amendment requirement arises notwithstanding that the Schedule 13D filer, as here, has not taken any action to cause the change in reported ownership.

 

Item 5.

Interest in Securities of the Issuer

 

(a)

The aggregate percentage of Shares reported owned by the Reporting Persons is based on 10,488,624 shares outstanding as of February 6, 2023, which is the total number of shares outstanding as reported on the Issuer’s Report on Form 8-K (Item 8.01), filed with the Securities and Exchange Commission on February 7, 2023, following redemption by the Issuer of 14,667,626 shares.

 

 

CUSIP No. 74767A105

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 10, 2023

 

	FUNICULAR FUNDS, LP
	By:	/s/ Jacob Ma-Weaver
		Name:	Jacob Ma-Weaver
		Title:	Managing Member of the General Partner
	CABLE CAR CAPITAL LLC
	By:	/s/ Jacob Ma-Weaver
		Name:	Jacob Ma-Weaver
		Title:	Managing Member
	JACOB MA-WEAVER
	By:	/s/ Jacob Ma-Weaver
		Jacob Ma-Weaver