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.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 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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