UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, Concord Acquisition Corp, a Delaware corporation (“Concord”), Circle Internet Financial Limited, a private company limited by shares incorporated in Ireland (“Circle”), Circle Internet Finance Public Limited Company (formerly Circle Acquisition Public Limited Company), a public company limited by shares incorporated in Ireland (“Topco”), and Topco (Ireland) Merger Sub, Inc., a Delaware corporation, entered into a Transaction Agreement dated February 16, 2022 (the “Transaction Agreement”), pursuant to which Topco agreed to combine with Concord in a business combination.
On December 5, 2022, the parties to the Transaction Agreement and, solely for purposes of Sections 4 and 5 of the Termination Agreement (as defined below), Concord Sponsor Group LLC, a Delaware limited liability company (“Concord Sponsor”), and CA Co-Investment LLC, a Delaware limited liability company (“CA Co-Investment” and collectively with Concord Sponsor, “Sponsor”) entered into a Termination Agreement (the “Termination Agreement”) pursuant to which Concord and Circle mutually agreed to terminate the Transaction Agreement pursuant to Section 11.01(a) thereof (the “Termination”). The Termination Agreement provides for a mutual release of claims among the parties.
In accordance with Section 11.03(a)(ii) of the Transaction Agreement, Circle agreed to pay or procure the payment of certain of Concord’s expenses incurred in connection with the transactions contemplated by the Transaction Agreement. In addition, pursuant to Section 11.03(c) of the Transaction Agreement, Circle agreed to issue to Concord an aggregate of $20,000,000 of its restricted, unregistered ordinary shares (valued at the Circle valuation set forth in the Transaction Agreement), subject to certain conditions described in the Transaction Agreement.
As a result of the Termination, the Transaction Agreement is of no further force and effect, with the exception of Section 9.03(b) (Confidentiality), Section 11.02 (Effect of Termination), Sections 11.03(a) and (c) (Expenses), Article XII (General Provisions) (other than Section 12.02 Nonsurvival of Representations, Warranties and Covenants) and any corresponding definitions set forth in Article I of the Transaction Agreement, each of which shall each survive the termination of the Transaction Agreement and remain in full force and effect in accordance with their respective terms.
The termination of the Transaction Agreement also terminates and makes void the Transaction Support Agreements (as defined in the Transaction Agreement), which were executed concurrently with the Transaction Agreement.
In light of the termination of the Transaction Agreement, Concord does not believe that there is sufficient time for Concord to consummate an initial business combination within the period provided for in its certificate of incorporation. If Concord is unable to consummate an initial business combination within such period, it is required by its certificate of incorporation to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Concord board of directors in accordance with applicable law, liquidate and dissolve, subject in each case to Concord’s obligations under Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law. Concord’s certificate of incorporation provides that such redemption of the public shares will completely extinguish rights of the holders of the public shares (including the right to receive further liquidating distributions, if any), subject to applicable law. Pursuant to such provision of Concord’s certificate of incorporation extinguishing the rights of Concord’s public stockholders upon the required redemption of Concord’s public shares as a result of the failure to complete an initial business combination, and in light of the Sponsor’s agreement to provide releases in connection with the termination of the Transaction Agreement, Concord’s independent directors concluded that the Circle shares to be received by Concord will be for the benefit of the Sponsor.
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The foregoing descriptions of the Transaction Agreement, the Termination Agreement and the Transaction Support Agreements are not complete and are qualified in their entirety by reference to and the terms and conditions of, respectively, (i) the Transaction Agreement, a copy of which was previously filed as Exhibit 2.1 to Concord’s Current Report on Form 8-K on February 17, 2022, (ii) the Termination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated by reference herein and (iii) the Transaction Support Agreements, copies of which were previously filed as Exhibits 10.1 and 10.2 to Concord’s Current Report on Form 8-K on February 17, 2022.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 5, 2022, the New York Stock Exchange (the “NYSE”) notified Concord, and publicly announced, that the NYSE determined to commence proceedings to delist Concord’s warrants, each whole warrant exercisable to purchase one share of Concord’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a price of $11.50 per share, and listed to trade on the NYSE under the symbol “CND WS” (the “Warrants”), from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. Trading in Concord’s Class A Common Stock and units will continue on the NYSE. Concord does not intend to appeal the NYSE’s determination.
Item 8.01. Other Events.
On December 5, 2022, Concord and Circle issued a joint press release announcing the termination of the Transaction Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On December 5, 2022, Concord issued a press release announcing it will redeem all of its outstanding shares of Class A common stock, par value $0.0001, effective as of the close of business on December 20, 2022, because Concord will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1† | Termination Agreement, dated as of December 5, 2022, by and among Concord Acquisition Corp, Circle Internet Finance Public Limited Company, Topco (Ireland) Merger Sub Inc., and Circle Internet Financial Limited, and, solely for purposes of Sections 4 and 5, Concord Sponsor Group LLC and CA Co-Investment LLC. | |
| 99.1 | Press Release, dated December 5, 2022. | |
| 99.2 | Press Release, dated December 5, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Certain of the exhibits to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONCORD ACQUISITION CORP | ||
| By: | /s/ Jeff Tuder | |
| Name: | Jeff Tuder | |
| Title: | Chief Executive Officer | |
Date: December 5, 2022
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Exhibit 10.1
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of December 5, 2022 (the “Effective Date”), by and among Concord Acquisition Corp, a Delaware corporation (“Concord”), Circle Internet Finance Public Limited Company (formerly known as Circle Acquisition Public Limited Company), a public company limited by shares incorporated in Ireland ( “Topco”), Topco (Ireland) Merger Sub Inc., a Delaware corporation (“Merger Sub”), Circle Internet Financial Limited, a company limited by shares incorporated in Ireland (the “Company”), and, solely for purposes of Sections 4 and 5 hereof, Concord Sponsor Group LLC, a Delaware limited liability company (“Concord Sponsor”), and CA Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and collectively with Concord Sponsor, “Sponsor”). Concord, Topco, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Termination Agreement shall have the meanings ascribed to them in the Transaction Agreement (as defined below).
RECITALS
WHEREAS, the Parties are party to that certain Transaction Agreement, dated as of February 16, 2022 (the “Transaction Agreement”);
WHEREAS, despite the Parties’ efforts, as of the date hereof the Parties have been unable to cause the SEC to declare the Registration Statement / Proxy Statement effective;
WHEREAS, as a result, the Transactions are not capable of being consummated by the 24-month anniversary of Concord’s initial public offering and Concord will be required, pursuant to the terms of the Concord Organizational Documents, to redeem (the “Redemption”) the outstanding shares of Concord Class A Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding shares of Concord Class A Common Stock, which Redemption will completely extinguish rights of the holders of Concord Class A Common Stock (including the right to receive further liquidating distributions, if any), subject to applicable law, and as promptly as reasonably possible following such Redemption, subject to the approval of Concord’s remaining stockholders and the Concord Board in accordance with applicable law, liquidate and dissolve, subject in each case to Concord’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law;
WHEREAS, pursuant to Section 11.01(a) of the Transaction Agreement, the Transaction Agreement may be terminated, and the Merger and the other Transactions may be abandoned at any time prior to the Scheme Effective Time, by mutual written consent of Concord and the Company;
WHEREAS, the Parties desire to terminate the Transaction Agreement and abandon the Transactions as set forth herein and in accordance with Section 11.01(a) of the Transaction Agreement; and
WHEREAS, in connection with the termination of the Transaction Agreement, the Parties wish to provide for a mutual release of claims, and Topco, the Company and Merger Sub desire to receive a release of claims by Sponsor, as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth in this Termination Agreement, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Termination of Transaction Agreement. In accordance with Sections 11.01(a), and 11.02 of the Transaction Agreement and subject to the terms and provisions of this Termination Agreement, the Transaction Agreement shall be terminated by this mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties’ right, title, and interest in the Transaction Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Transaction Agreement, the Confidentiality Agreement, or any of the Transaction Documents, the terms set forth in Section 9.03(b) (Confidentiality), Section 11.02 (Effect of Termination), Section 11.03(a) and (c) (Expenses), Article XII (General Provisions) (other than Section 12.02 Nonsurvival of Representations, Warranties and Covenants) and any corresponding definitions set forth in Article I of the Transaction Agreement, and no others, shall survive the termination of the Transaction Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Transaction Agreement hereby, each of the Ancillary Agreements shall terminate in accordance with their terms.
2. Expenses; Termination Fee Share Issuance.
| a. | In accordance with Section 11.03(a)(ii) of the Transaction Agreement, following delivery to the Company by Concord of the underlying invoices and/or statement of amount due, on or as promptly as reasonably possible following the Effective Date the Company shall pay or procure the payment of $7,352,203.08 (the “Final Concord Expenses Amount”) to Concord, representing the full amount of all Concord Expenses. Concord shall use the Final Concord Expenses Amount to pay the Concord Expenses in accordance with the above-described invoices and/or statement of amount due. Following payment of the Final Concord Expenses Amount by the Company to Concord, notwithstanding anything to the contrary in the Transaction Agreement or this Termination Agreement, none of the Company, Topco or Merger Sub shall have any further obligation with respect to payment of Concord Expenses pursuant to the Transaction Agreement. |
| b. | In accordance with Section 11.03(c) of the Transaction Agreement, and in consideration of, among other things, the release of claims by Sponsor provided for herein, promptly following the execution of this Termination Agreement the Company shall allot and issue to Circle Internet Trust Company Limited (the “Nominee”), on behalf of Concord, an aggregate of 396,514 ordinary shares of $0.0001 each in the capital of the Company (the “Termination Shares”) (which number of shares the Parties agree is equal in value to $20,000,000, valued at the Company Equity Value), subject to due execution by Concord, and receipt by the Company, of (a) a joinder agreement, in the form attached hereto as Exhibit A, to the Fifth Amended and Restated Share Sale Agreement and the Fifth Amended and Restated Shareholders’ Voting Agreement, each relating to the Company and dated May 9, 2022, and (b) a nominee agreement, in the form attached hereto as Exhibit B. Such Termination Shares shall be credited as fully paid and shall be issued to the Nominee on behalf of Concord. The Parties agree that the issuance of the Termination Shares to the Nominee on behalf of Concord shall satisfy in full all obligations of the Company and its affiliates under Section 11.03(c) of the Transaction Agreement. |
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3. Communications; Filings.
| a. | Each Party hereby agrees not to (i) initiate any communications with respect to the other Parties, this Termination Agreement, the Transaction Agreement or the Transactions, except as set forth in Section 3.b below, (ii) make, publish or communicate to any person or in any public or private forum or through any medium, any disparaging, damaging or demeaning statements about the other Parties or their respective affiliates, or any of their respective officers, directors, employees, or agents, or (iii) otherwise engage, directly or indirectly, in any communications with any person that may be disparaging to the other Parties and their respective affiliates that may damage the reputation or goodwill of the other Parties or their respective affiliates, or that may place the other Parties or their respective affiliates in any false or negative light. Each Party hereby represents to the other Parties that it has not engaged in any of the actions and communications described in the foregoing clauses (ii) and (iii) of this Section 3.a prior to the date hereof. |
| b. | The Parties shall issue a press release relating to this Termination Agreement in the form of Exhibit C hereto. Concord shall timely file a Form 8-K in the form of Exhibit D hereto. On or about December 5, 2022, Topco shall file the Rule 477 withdrawal request substantially in the form of Exhibit E hereto. Thereafter, except for disclosure or communication required by applicable Law or stock exchange rule or in response to any request by any Governmental Authority, no Party shall issue any press release with respect to the other Parties, the Transactions and/or this Termination Agreement without the prior written consent of such other Parties; provided that, prior to any disclosure or communication required by applicable Law or stock exchange rule or in response to a request by a Governmental Authority, Concord, on the one hand, and the Company, Topco and Merger Sub, on the other hand shall (i) use their reasonable best efforts to consult with each other before making any such disclosure, communication or response and (ii) to the fullest extent permitted by applicable Law, first allow the other to review such disclosure, communication or response and the opportunity to comment thereon, and shall consider such comments in good faith. |
4. Mutual Release. Effective from and after the Effective Date, each of Concord and Sponsor, on the one hand, and the Company, Topco and Merger Sub, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a “Releasing Party”), that:
| a. | Releasing Party (i) has no Claims (as defined below), (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and (iii) will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, Topco or Merger Sub, on the one hand, or Concord or Sponsor, on the other hand, or any of their respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (collectively, the “Released Parties”); |
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| b. | Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Released Parties from, and covenants not to sue any Released Parties for, any and all present, past, or future claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages (whether compensatory, punitive, or otherwise), costs, losses, debts, expenses (including attorneys’ fees and costs incurred) of any nature, or other obligation of any type or nature whatsoever, whether at law or in equity, known or unknown, asserted or not asserted, foreseen or unforeseen, direct or derivative, vested or contingent, under the laws of any jurisdiction including, but not limited to, federal and state statutes and constitutions, and common law under the law of the United States or any other place whose law might apply, including, notwithstanding anything to the contrary contained in the Transaction Agreement (together with the other documents and transactions contemplated thereby referred to collectively herein as “Transaction Documents”), liabilities relating to fraud or willful material breach in connection with or arising from the Transaction Agreement, the Transaction Documents or the Transactions, including but not limited to their negotiation, execution, performance or nonperformance (collectively, “Claims”); provided, however, that this Section 4.b shall not apply to Claims with respect to the payments and issuances set forth in Section 2; |
| c. | Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and agrees that this Termination Agreement applies thereto. |
5. Waiver of Claims under California Civil Code. Effective from and after the Effective Date, the Releasing Parties expressly waive, and each Releasing Party shall be deemed to have expressly waived the provisions, rights, and benefits of California Civil Code §1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The Releasing Parties further expressly waive any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542.
6. Miscellaneous. Section 9.03(b) (Confidentiality) and Article XII (General Provisions) (other than Section 12.02 Nonsurvival of Representations, Warranties and Covenants) of the Transaction Agreement are hereby incorporated by reference as if fully set forth herein and will apply mutatis mutandis to this Termination Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.
| CONCORD ACQUISITION CORP | ||
| By: | /s/ Jeff Tuder | |
| Name: | Jeff Tuder | |
| Title: | Chief Executive Officer | |
| CIRCLE INTERNET FINANCE PUBLIC LIMITED COMPANY | ||
| By: | /s/ Jeremy Allaire | |
| Name: | Jeremy Allaire | |
| Title: | Chief Executive Officer | |
| TOPCO (IRELAND) MERGER SUB, INC. | ||
| By: | /s/ Jeremy Allaire | |
| Name: | Jeremy Allaire | |
| Title: | President | |
| CIRCLE INTERNET FINANCIAL LIMITED | ||
| By: | /s/ Jeremy Allaire | |
| Name: | Jeremy Allaire | |
| Title: | Chief Executive Officer | |
| CONCORD SPONSOR GROUP LLC | ||
| By | /s/ Jeff Tuder | |
| Name: | Jeff Tuder | |
| Title: | Manager | |
| CA CO-INVESTMENT LLC | ||
| By | /s/ Owen S. Littman | |
| Name: | Owen S. Littman | |
| Title: | ||
[Signature Page to Termination Agreement]
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Exhibit 99.1
Circle and Concord Acquisition Corp Mutually Agree to Terminate Proposed
Business Combination
BOSTON – December 5, 2022 – Circle Internet Financial (Circle) and Concord Acquisition Corp (NYSE:CND), a publicly traded special purpose acquisition company, today announced the mutual termination of their proposed business combination initially announced in July 2021 and amended in February 2022.
Under the terms of Concord’s amended and restated certificate of incorporation, Concord has until December 10, 2022 to consummate a business combination. The transaction agreement also states that Concord can seek a shareholder vote to extend that date to January 31, 2023 if the Securities and Exchange Commission (SEC) has declared the S-4 registration statement for the business combination effective. To date, the S-4 registration statement has not been declared effective.
“Circle plays a key role in the blockchain’s disruption of financial services,” said Bob Diamond, Chairman of Concord Acquisition Corp. “I remain confident in Circle’s regulatory-first approach to building trust and transparency in the financial industry, which has never been more important, and I will continue being an advocate for the company as it continues to grow.”
Termination of the proposed business combination has been approved by the Board of Directors of both Concord and Circle.
“Concord has been a strong partner and has added value throughout this process, and we will continue to benefit from the advice and support of Bob Diamond and the broader Concord team. We are disappointed the proposed transaction timed out, however, becoming a public company remains part of Circle’s core strategy to enhance trust and transparency, which has never been more important,” said Jeremy Allaire, Co-Founder and CEO of Circle.
Circle continues to build on its success and became profitable in the third quarter of 2022, with total revenue and reserve interest income of $274 million and net income of $43 million. Circle also ended the quarter with close to $400 million in unrestricted cash.
Additional information regarding the termination of the transaction agreement for the proposed business combination is provided in a Current Report on Form 8-K filed by Concord with the SEC. It is available at www.sec.gov.
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About Circle
Circle is a global financial technology firm that enables businesses of all sizes to harness the power of digital currencies and public blockchains for payments, commerce and financial applications worldwide. Circle is powering always-on internet-native commerce and payments and is the issuer of USD Coin (USDC) and Euro Coin (EUROC). Today, Circle’s transactional services, business accounts, and platform APIs are giving rise to a new generation of financial services and commerce applications that hold the promise of raising global economic prosperity for all through the frictionless exchange of value. Learn more at https://circle.com.
About Concord Acquisition Corp
Concord Acquisition Corp is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the financial services or financial technology industries. It is sponsored by Concord Sponsor Group LLC, an entity affiliated with Atlas Merchant Capital LLC, an investment firm that offers debt and equity investment strategies, seeking long-term value through differentiated expertise in financial services and credit markets.
Concord raised $276 million in its initial public offering in December 2020 and is listed on the NYSE under
the symbol “CND”.
Exhibit 99.2
Concord Acquisition Corp Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
New York, New York, December 5, 2022—Concord Acquisition Corp (NYSE: CND) (the “Company”) today announced that it will redeem all of its outstanding shares of Class A common stock (the “public shares”), effective as of the close of business on December 20, 2022 (the “Redemption Date”), because the Company will not complete an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).
Pursuant to the Company’s Certificate of Incorporation, if the Company has not completed an initial business combination by December 10, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the issued and outstanding shares of Class A common stock issued in its initial public offering (the “public shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, in accordance with applicable law, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The per-share redemption price for the public shares is expected to be approximately $10.17 (the “Redemption Amount”). In accordance with the terms of the related trust agreement, the Company expects to retain interest earned on the funds deposited in the trust account to pay the Company’s tax obligations and $100,000 of dissolution expenses.
As of the close of business on the Redemption Date, the public shares will be deemed to no longer be outstanding and will represent only the right to receive the Redemption Amount for each such public share.
The Redemption Amount will be payable to the holders of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company expects that the last day of trading of its units, Class A common stock and warrants on the NYSE will be December 10, 2022, following which, the Company expects that the NYSE will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its units and Class A common stock. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
About Concord Acquisition Corp
Concord Acquisition Corp is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the financial services or financial technology industries. The Company’s sponsor is Concord Sponsor Group LLC, an entity affiliated with Atlas Merchant Capital LLC, an investment firm that offers debt and equity investment strategies, seeking long-term value through differentiated expertise in financial services and credit markets. Concord raised $276 million in its initial public offering in December 2020 and is listed on the NYSE under the symbol “CND”.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to the estimated per-share redemption price and timing for redemptions and delisting of the Company’s securities. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including. These forward-looking statements speak only as of the date of the foregoing communication, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business which may affect the statements made in this communication.
Contact:
Concord Acquisition Corp
Jeff Tuder
jeff@tremsoncapital.com