Circle Internet Financial Limited entered into agreement to acquire Concord Acquisition Corp (NYSE:CND) from Concord Sponsor Group LLC, CA Co-Investment LLC and others for an enterprise value of $9 billion in a reverse merger transaction on February 16, 2022. The new agreement replaces the business combination initially announced in July 2021, which was simultaneously terminated on February 16, 2022. 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 exchange their shares of Concord common stock for equity of the Company. Under the terms of the new agreement, the holding company that was set up in connection with the original business combination (the “Company”) will acquire both Concord and Circle and become a publicly-traded business, expected to trade on the NYSE under the symbol “CRCL.”

The transaction is subject to approval by shareholders of Concord and Circle and other customary closing conditions, including any applicable regulatory approvals, antitrust approval, Registration Rights Agreement duly executed, Shareholders Agreement duly executed, Ordinary Shares shall have been approved for listing on the New York Stock Exchange, and Registration Statement / Proxy Statement shall have been declared effective under the Securities Act. Certain securityholders of the Circle entered into a transaction support agreement to vote in favor of the transaction. The new transaction agreement has been approved by the Board of Directors of Concord Acquisition Corp and unanimously by the Board of Directors of Circle. The transaction is expected to close until June 10, 2022. As of June 3, 2022, the Board of Directors of Concord has approved an extension to consummate the transaction by six months from June 10, 2022 to December 10, 2022. As of June 7, 2022, Circle deposited $2.8 million (the “Extension Payment”) into the trust account of Concord for its public shareholders. Goldman Sachs & Co. LLC acted as financial advisor and Alan I. Annex of Greenberg Traurig, LLP acted as legal advisor to Concord. William Schnoor, John Mutkoski and Gregg Katz of Goodwin Procter LLP acted as legal advisor to Circle. Cowen Inc. is serving as lead capital markets advisor to Concord. CITI is serving as a Capital Markets Advisor to Concord. Fergus Bolster, David Jones, Susanne McMenamin, John Ryan, Aidan Fahy and Pat English of Matheson Ormsby Prentice acted as legal advisors for Circle Internet. Sullivan & Cromwell acted as financial advisor for Circle Internet.