CONCORD ACQUISITION CORP Item 1.01. Entry into a Material Definitive Agreement.
General
On
The Business Combination Agreement
Structure of the Proposed Transactions
The business combination is comprised of two separate transactions (collectively, the "Proposed Transactions"):
(a) Pursuant to an Irish law court-approved scheme of arrangement (the "Scheme"),
the Company's shareholders will transfer their holdings of shares in the
capital of the Company to Topco in exchange for the issuance of new shares in
Topco, with the result that, at the effective time of the Scheme, the Company
will become a wholly-owned subsidiary of Topco; and
(b) On the first business day following the Scheme effective time, subject to the
conditions of the Business Combination Agreement and in accordance with the
Delaware General Corporation Law (the "DGCL"), Merger Sub will merge with and
into Concord (the "Merger"), with Concord surviving the Merger as a
wholly-owned subsidiary of Topco.
Consideration
Pursuant to the Scheme, at the Scheme effective time, each holder of shares of
any class in the capital of the Company appearing in the register of members of
the Company at the Scheme record time ("Scheme Shares") will transfer all of
his, her or its Scheme Shares to Topco in exchange for the allotment and
issuance by Topco of that number of Topco Ordinary Shares comprising that Scheme
shareholder's pro rataportion of an amount of Topco Ordinary Shares equal to the
Company Equity Value (as defined below) divided by
At the effective time of the Merger:
(a) each share of Concord Class A common stock and each share of Concord Class B
common stock (other than shares held by Concord as treasury stock or owned by
Concord immediately prior to the Merger effective time) issued and
outstanding immediately prior to the Merger effective time will be cancelled
and automatically converted into and become the right to receive one Topco
Ordinary Share (the "Merger Consideration"); and
(b) each Concord Warrant that is outstanding immediately prior to the Merger
effective time will be converted in accordance with the terms of the Concord
Warrant Agreement into a Topco Warrant on substantially the same terms as
were in effect immediately prior to the Merger effective time under the terms
of the Concord Warrant Agreement.
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Earnout
Following the closing of the Proposed Transactions (the "Closing"), Topco will issue up to an aggregate number of Topco Ordinary Shares equal to 20% of the Topco Ordinary Shares in issue (on a fully diluted basis) immediately following the Closing (the "Earnout Shares") to certain of the Company's existing equity holders, as follows:
? 25% of the Earnout Shares, in the aggregate, if the volume weighted average
trading price of the Topco Ordinary Shares is
trading days within a period of 30 consecutive trading days prior to the first
anniversary of the Closing;
? 25% of the Earnout Shares, in the aggregate, if the volume weighted average
trading price of the Topco Ordinary Shares is
trading days within a period of 30 consecutive trading days prior to the third
anniversary of the Closing;
? 25% of the Earnout Shares, in the aggregate, if the volume weighted average
trading price of the Topco Ordinary Shares is
trading days within a period of 30 consecutive trading days prior to the fifth
anniversary of the Closing; and
? 25% of the Earnout Shares, in the aggregate, if the volume weighted average
trading price of the Topco Ordinary Shares is
trading days within a period of 30 consecutive trading days prior to the tenth
anniversary of the Closing.
Such Earnout Shares will also become issuable under certain circumstances if a "change of control" of Topco occurs prior to the applicable earnout expiration date and the price per share in the change of control equals or exceeds the applicable price target.
Escrow
Following the Closing, Topco and certain Topco shareholders will enter into an escrow agreement, pursuant to which an aggregate of 37,500,000 of Topco Ordinary Shares included in the Scheme Consideration will be deposited with an escrow agent to serve as security for certain specified potential post-Closing liabilities of the Company.
Proxy Statement/Prospectus and Stockholder Meeting
As promptly as reasonably practicable after the date of the availability of
certain required financial statements of the Company, Topco, Concord and the
Company will prepare and file with the
Closing
The Closing will occur on a date to be agreed by the parties, but in no event later than three business days, following the satisfaction or waiver of all of . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above under the heading "Private Placement and Subscription Agreements" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of Concord that may be issued in connection with the Business Combination Agreement and the Subscription Agreements will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On
Attached hereto as Exhibit 99.3 and incorporated herein by reference is the form of presentation to be used by Concord in presentations for certain of Concord's stockholders and other persons. Additionally, attached hereto as Exhibit 99.4 and incorporated herein by reference are certain supplemental presentation materials providing additional information relating to the Company and the Proposed Transactions to be used by Concord in presentations for certain of Concord's stockholders and other persons.
Attached hereto as Exhibit 99.5 and incorporated herein by reference is a letter that the Company is sending to certain customers, partners and other interested persons regarding the Proposed Transactions.
Furnished herewith as Exhibit 99.6 and incorporated by reference into this Item
7.01 are audited consolidated financial statements of the Company and its
subsidiaries as of
The foregoing (including the information presented in Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6. that is provided solely in connection with Regulation FD.
Important Information and Where to Find It
A full description of the terms of the Proposed Transactions will be provided in
a registration statement on Form S-4 to be filed with the
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Participants in the Solicitation
Concord, Topco and the Company and their respective directors and executive
officers may be considered participants in the solicitation of proxies with
respect to the Proposed Transactions under the rules of the
Non-Solicitation
This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Concord, Topco or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This document includes certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"could," "plan," "predict," "potential," "seem," "seek," "future," "outlook,"
and similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the expected proceeds of
the Proposed Transactions to the combined company, and the Company and Concord's
ability to consummate the Proposed Transactions within the time period expected,
or at all. These statements are based on various assumptions and on the current
expectations of Concord's and the Company's management and are not predictions
of actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Concord and the Company.
These forward looking statements are subject to a number of risks and
uncertainties, including general economic, political and business conditions;
applicable taxes, inflation, interest rates and the regulatory environment in
which the Company operates; the outcome of legal proceedings or other disputes
to which Topco, Concord and/or the Company is or may become a party; the
inability of the parties to consummate the Proposed Transactions; the risk that
the approval of the stockholders of Concord or the Company for the Proposed
Transactions is not obtained; failure to realize the anticipated benefits of the
Proposed Transactions, including as a result of a delay in consummating the
Proposed Transactions; the risk that the announcement and/or consummation of the
Proposed Transactions disrupt current plans and operations of the Company; the
risk that any of the conditions to closing are not satisfied in the anticipated
manner or on the anticipated timeline; the ability to maintain the listing of
the combined company's securities on the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Business Combination Agreement, dated as ofJuly 7, 2021 , by and amongConcord Acquisition Corp ,Circle Internet Financial Limited ,Circle Acquisition Public Limited Company andTopco (Ireland) Merger Sub, Inc. 10.1 Transaction Support Agreement, dated as ofJuly 7, 2021 , by and amongConcord Acquisition Corp and certain shareholders ofCircle Internet Financial Limited . 10.2 Transaction Support Agreement, dated as ofJuly 7, 2021 , by and amongConcord Acquisition Corp andJeremy Allaire . 10.3 Form of Subscription Agreement. 99.1 Press release, datedJuly 8, 2021 . 99.2 Conference call transcript. 99.3 Investor presentation. 99.4 Supplemental presentation materials. 99.5 Letter fromCircle Internet Financial Limited , datedJuly 8, 2021 . 99.6 Audited consolidated financial statements ofCircle Internet Financial Limited and subsidiaries.
* Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and
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