Circle Internet Financial Limited entered into agreement to acquire Concord Acquisition Corp from Concord Sponsor Group LLC, CA Co-Investment LLC and others for an enterprise value of $9 billion in a reverse merger transaction.
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.