Circle Internet Financial Limited signed a non-binding term sheet to acquire Concord Acquisition Corp (NYSE:CND) from Concord Sponsor Group LLC, CA Co-Investment LLC and Others for $4.5 billion in a reverse merger transaction on March 6, 2021. Circle Internet Financial Limited entered into a definitive business combination agreement to acquire Concord Acquisition Corp on July 7, 2021. Existing Circle equity holders have the potential to receive an earnout of additional shares of the Company, if certain stock price targets are met as set forth in the definitive business combination agreement. Current shareholders of Concord will also become shareholders of the Company and will exchange their shares of Concord common stock for equity of the Company on a share for share basis. Upon consummation of the transaction, existing Circle shareholders will maintain approximately 86% ownership interest in the combined company. The transaction is supported by $415 million of capital commitments at $10 per share, with participation from Marshall Wace LLP, Fidelity Management & Research Company LLC, Adage Capital Management LP, accounts advised by ARK Investment Management LLC and Third Point. Under the terms of the agreement, a new Irish holding company (the "Company") will acquire both Concord and Circle and become a publicly traded company, which is expected to trade on the NYSE under the symbol "CRCL". The Company will be required to pay to Concord an amount equal to $112.5 million, in the event that (i) the Business Combination Agreement is validly terminated as a result of the failure of the Scheme to receive the requisite approval of the Company's equity holders. Circle's co-founder, Jeremy Allaire, will remain Chief Executive Officer of the company. Bob Diamond, Chairman of Concord Acquisition Corp and Chief Executive Officer of Atlas Merchant Capital will join the board.

The transaction is subject to approval by shareholders of Concord and Circle and other customary closing conditions, including any applicable regulatory approvals. The obligations of the Company, Concord, Topco and Topco Merger Sub to consummate the Transactions are, subject to the satisfaction or waiver at or prior to the Scheme Effective Time, of the following conditions: All required filings and/or notifications required: (i) under any application for authorization or regulatory process; and (ii) under the applicable Antitrust Laws shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions under the applicable Antitrust Laws shall have expired or been terminated; The Topco initial listing application with the New York Stock Exchange in connection with the Transactions shall have been approved and, immediately following the Merger Effective Time, Topco shall satisfy any applicable initial and continuing listing requirements of the New York Stock Exchange; The Registration Statement / Proxy Statement shall have been declared effective under the Securities Act.; All parties to the Registration Rights Agreement set forth on Section 10.01(f) of the Company Disclosure Schedule shall have delivered, or cause to be delivered, copies of the Registration Rights Agreement duly executed by all such parties; The amount of Available Cash shall not be less than $340,000,000, net of any unpaid expenses of the Transactions. The transaction has been unanimously approved by the board of directors of both Concord Acquisition Corp and Circle. The transaction is expected to close in the fourth quarter of 2021. Proceeds of the transaction will support Circle's continued growth through ongoing product development in close collaboration with its initial customers. Goldman Sachs & Co. LLC acted as the exclusive financial advisor to Concord. Goldman Sachs & Co. LLC and Citi acted as placement agents for Concord in connection with the PIPE transaction. Alan I. Annex of Greenberg Traurig acted as the legal advisor to Concord and William Schnoor, John Mutkoski and Gregg Katz of Goodwin Procter acted as the legal advisors to Circle. Cowen Inc. is serving as lead capital markets advisor to Concord. Continental Stock Transfer & Trust Company is acting as transfer agent of Concord. Cassel Salpeter & Co., LLC acted as financial advisor and fairness opinion provider to Concord. Cassel Salpeter received a fee of $125,000 for rendering its opinion. Stephen M. Kotran and Matthew A. Schwartz of Sullivan & Cromwell LLP represents FT Partners as financial adviser to Circle Internet Financial Limited. Christopher McLaughlin, Michael Coyle, David Kilty and Fintan Clancy of Arthur Cox LLP acted as legal advisors to Concord Acquisition Corp.

Circle Internet Financial Limited cancelled the acquisition of Concord Acquisition Corp (NYSE:CND) from Concord Sponsor Group LLC, CA Co-Investment LLC and Others in a reverse merger transaction on February 16, 2022.