Item 1.01. Entry into a Material Definitive Agreement.
General
On July 7, 2021, Concord Acquisition
Corp, a Delaware corporation (“Concord”), Circle Internet Financial Limited, a private company limited by shares incorporated
in Ireland (the “Company”), Circle Acquisition Public Limited Company, a public company limited by shares incorporated in
Ireland (“Topco”), and Topco (Ireland) Merger Sub, Inc., a Delaware corporation (“Merger Sub”), entered into a
Business Combination Agreement (the “Business Combination Agreement”), pursuant to which Topco agreed to combine with Concord
in a business combination that will result in each of the Company and Concord becoming a wholly-owned subsidiary of Topco. Capitalized
terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination
Agreement.
The Business Combination Agreement
Structure of the Proposed Transactions
The business combination is
comprised of two separate transactions (collectively, the “Proposed Transactions”):
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(a)
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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
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(b)
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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.
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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 rata
portion of an amount of Topco Ordinary Shares equal to the Company Equity Value (as defined below) divided by $10.00 and rounded down
to the nearest whole number of Topco Ordinary Shares (collectively, the “Scheme Consideration”). The “Company Equity
Value” means $4,500,000,000 plus (i) the aggregate amount of the net proceeds of any equity or convertible debt issued by the Company
after March 6, 2021, minus (ii) any indebtedness of the Company that will not convert into equity in connection with the Proposed Transactions.
At the effective time of the
Merger:
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(a)
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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
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(b)
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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:
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●
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25% of the Earnout Shares, in the aggregate, if the volume weighted average trading price of the Topco
Ordinary Shares is $12.00 or greater for any 20 trading days within a period of 30 consecutive trading days prior to the first anniversary
of the Closing;
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●
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25% of the Earnout Shares, in the aggregate, if the volume weighted average trading price of the Topco
Ordinary Shares is $14.00 or greater for any 20 trading days within a period of 30 consecutive trading days prior to the third anniversary
of the Closing;
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●
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25% of the Earnout Shares, in the aggregate, if the volume weighted average trading price of the Topco
Ordinary Shares is $16.00 or greater for any 20 trading days within a period of 30 consecutive trading days prior to the fifth anniversary
of the Closing; and
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●
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25% of the Earnout Shares, in the aggregate, if the volume weighted average trading price of the Topco
Ordinary Shares is $100.00 or greater for any 20 trading days within a period of 30 consecutive trading days prior to the tenth anniversary
of the Closing.
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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 Securities and Exchange Commission (the “SEC”) a registration statement (as amended or supplemented,
the “Registration Statement”), which will include a proxy statement / prospectus that will be included therein as a prospectus
with respect to Topco and that will be used as a proxy statement with respect to a meeting of the stockholders of Concord to seek adoption
and approval of (i) the Business Combination Agreement, (ii) any other proposals reasonably agreed by Topco, Concord and the Company to
be necessary or appropriate in connection with the Proposed Transactions or that either the SEC or New York Stock Exchange (or their respective
staff members) deems necessary in its comments to the Registration Statement or in correspondence related thereto, and (iii) a proposal
for the adjournment of Concord stockholders’ meeting, if necessary, to permit further solicitation of proxies because there are
not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (iii), the “Concord Proposals”)
and other matters reasonably related to the Concord Proposals.
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 the
closing conditions, with the exception of those conditions that can only be satisfied at the Closing.
Representations, Warranties and Covenants
The Business Combination Agreement
contains customary representations and warranties of (a) the Company, (b) Topco and Merger Sub and (c) Concord relating to, among other
things, their ability to enter into the Business Combination Agreement and their outstanding capitalization. The
Business Combination Agreement also contains covenants by the Company, Topco Merger Sub and Concord to conduct their businesses in the
ordinary course and consistent with past practice during the period between the execution of the Business Combination Agreement and consummation
of the Proposed Transactions and to refrain from taking certain actions specified in the Business Combination Agreement. The Company
has agreed to customary “no shop” obligations.
Pursuant to the Business Combination
Agreement, prior to the Closing the shareholders of Topco will pass a resolution adopting a revised constitution (the “Amended Topco
Constitution”) containing, in addition to provisions that are customary for the constitution of an Irish-incorporated company that
is listed on the New York Stock Exchange, a six-month lock-up provision applicable to certain of the Topco Ordinary Shares to be issued
to Company shareholders at the Closing, subject to customary exceptions.
Conditions to Closing
General Conditions
The obligations of the parties
to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible and by the party for whose benefit
such condition exists) at or prior to the Scheme effective time, of the following conditions:
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(a)
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The Concord Proposals will have been approved and adopted by the requisite affirmative vote of the stockholders
of Concord in accordance with the Registration Statement, the DGCL, the Concord organizational documents and the rules and regulations
of the New York Stock Exchange;
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(b)
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No governmental authority will have enacted, issued, promulgated, enforced or entered any law, rule, regulation,
judgment, decree, executive order or award which is then in effect and has the effect of making the Proposed Transactions illegal or otherwise
prohibiting consummation of the Proposed Transactions;
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(c)
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All required filings and/or notifications required: (i) under any application for authorization or regulatory
process; (ii) under the applicable antitrust laws will have been completed and any applicable waiting period (and any extension thereof)
applicable to the consummation of the Proposed Transactions under the applicable antitrust laws will have expired or been terminated;
and (iii) any pre-Closing approvals or clearances reasonably required thereunder will have been obtained;
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(d)
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The Topco initial listing application with the New York Stock Exchange in connection with the Proposed
Transactions will have been approved and, immediately following the Merger effective time, Topco will satisfy any applicable initial and
continuing listing requirements of the New York Stock Exchange, and Topco will not have received any notice of non-compliance therewith
that has not been cured or would not be cured at or immediately following the Merger effective time, and the Topco Ordinary Shares will
have been approved for listing on the New York Stock Exchange, or another national securities exchange mutually agreed to by the parties,
as of the Closing Date (subject to the satisfaction of certain other requirements set forth in the Business Combination Agreement);
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(e)
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The Registration Statement will have been declared effective under the Securities Act. No stop order suspending
the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending the effectiveness of
the Registration Statement will have been initiated or be threatened in writing by the SEC; and
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(f)
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All required parties to the Registration Rights Agreement will have delivered, or cause to be delivered,
copies of the Registration Rights Agreement duly executed by all such parties.
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Concord Conditions to Closing
The obligations of Concord
to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible and by the party for whose benefit
such condition exists) at or prior to the Scheme effective time, of the following additional conditions:
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(a)
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The representations and warranties of the Company, Topco and Merger Sub contained in the Business Combination
Agreement will each be true and correct in all material respects as of the date of the Business Combination Agreement and the Scheme effective
time (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation
and warranty must be true and correct as of such specified date), subject to certain exceptions where the failures of any such representations
and warranties, individually or in the aggregate, to be true and correct would not reasonably be expected to have a material adverse effect
on the Company or Topco;
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(b)
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The Company, Topco and Merger Sub will have performed or complied in all material respects with all agreements
and covenants required by the Business Combination Agreement; provided, that Topco will have performed or complied in all respects with
certain specified agreements and covenants set forth in the Business Combination Agreement;
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(c)
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The Company will have delivered to Concord a certificate, dated the date of the Closing, signed by an
officer of the Company, certifying as to the satisfaction of certain conditions contained in the Business Combination Agreement;
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(d)
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No Company material adverse effect will have occurred;
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(e)
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All required parties to the Shareholders Agreement will have delivered, or caused to be delivered, to
Concord copies of the Shareholders Agreement duly executed by all such parties;
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(f)
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The Company will have delivered to Concord all Company permits and any additional notice, consent, approval,
orders or authorization of, or registration, declaration or filing with, any governmental authority or other person;
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(g)
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Topco will have adopted the Amended Topco Constitution; and
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(h)
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Topco will have entered into a composition agreement with the Irish Revenue Commissioners and a special
eligibility agreement for securities with a depository trust company in respect of the Topco Ordinary Shares and Topco Warrants, both
of which are in full force and effect.
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The Company Conditions to Closing
The obligations of the Company to consummate the
Proposed Transactions are subject to the satisfaction or waiver (where permissible and by the party for whose benefit such condition exists)
at or prior to the Scheme effective time, of the following additional conditions:
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(a)
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The representations and warranties of Concord contained in the Business Combination Agreement will each
be true and correct in all material respects as of the date of the Business Combination Agreement and the Scheme effective time (except
to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and
warranty must be true and correct as of such specified date), subject to certain exceptions where the failures of any such representations
and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a material adverse
effect on Concord;
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(b)
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Concord will have performed or complied in all material respects with all other agreements and covenants
required by the Business Combination Agreement to be performed or complied with by it on or prior to the Merger effective time;
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(c)
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Concord will have delivered to the Company a certificate, dated the date of the Closing, signed by an
executive officer of Concord, certifying as to the satisfaction of certain conditions contained in the Business Combination Agreement;
and
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(d)
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The amount of cash held by Concord, either held inside or outside Concord’s trust account (net of
any redemptions), plus the amount of proceeds from the PIPE (as defined below) will not be less than $340,000,000, net of any unpaid
expenses of the Proposed Transactions.
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Scheme Conditions
The obligations of the Company,
Concord, Topco and Merger Sub to consummate the Proposed Transactions are subject to the satisfaction of each of the following conditions:
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(a)
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The Scheme having been approved by a majority in number of members of each class of Company Holders and
the Company Convertible Note Holders, including as may be directed by the Irish High Court pursuant to Section 450(5) of the companies
Act 2014 of Ireland, as amended, present and voting either in person or by proxy at each of the court meetings (or at any adjournment
or postponement of any such meetings) representing, at the Scheme voting record time, at least 75% in value of the Company Shares of that
class or the Company Convertible Note Holders (as the case may be) held by such Company Holders or Company Convertible Note Holders (as
the case may be) present and voting at that court meeting;
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(b)
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Each of the resolutions to be proposed at the extraordinary general meeting of the Company Holders for
the purposes of approving and implementing the Scheme, having been duly passed by the requisite majority of Company Holders at the extraordinary
general meeting;
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(c)
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The Irish High Court having sanctioned (without material modification) the Scheme pursuant to Sections
449 to 455 of the Companies Act 2014 of Ireland, as amended; and
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(d)
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A copy of the court order sanctioning the Scheme pursuant to Irish law having been delivered to the Irish
Registrar of Companies.
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Termination
The Business Combination Agreement
may be terminated and the Merger and the other Proposed Transactions may be abandoned at any time prior to the Scheme effective time,
as follows:
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(a)
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By mutual written consent of Concord and the Company;
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(b)
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By either Concord or the Company, if (i) the Scheme effective time has occurred prior to the date that
is 270 days after the date of the Business Combination Agreement (the “Outside Date”); provided that (i) if the SEC
has not declared the Registration Statement effective on or prior to the Outside Date, the Outside Date will be automatically extended
by 30 days and (ii) the Business Combination Agreement may not be terminated by or on behalf of any party that either directly or indirectly
through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business
Combination Agreement and such breach or violation will have proximately caused the failure to consummate the Proposed Transactions on
or prior to the Outside Date;
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(c)
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By either Concord or the Company if any governmental authority in the United States has enacted, issued,
promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) that has become
final and non-appealable and has the effect of making consummation of the Proposed Transactions illegal or otherwise preventing or prohibiting
consummation of the Proposed Transactions;
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(d)
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By either Concord or the Company if any of the Concord Proposals fail to receive the required Concord
stockholder approval at the Concord stockholders’ meeting;
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(e)
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By either Concord or the Company if: (i) the court meetings or the extraordinary general meeting of the
Company Holders have been completed and the court meeting Resolution or the extraordinary general meeting of the Company Holders resolutions,
as applicable, have not been approved by the requisite majorities in each case; or (ii) if the Irish High Court declines or refuses to
sanction the Scheme, unless the Company and Concord agree that the decision of the Irish High Court will be appealed;
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(f)
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By either Concord or the Company if any law or injunction enacted, issued, promulgated, enforced or entered
by a relevant governmental authority has been entered permanently restraining, enjoining or otherwise prohibiting the consummation of
the Acquisition or the Merger and such law or injunction has become final and non-appealable, provided that the right to terminate the
Business Combination Agreement will not be available to a party whose breach of any provision of the Business Combination Agreement has
caused such injunction;
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(g)
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By Concord if any of the Company’s representations or warranties contained in the Business Combination
Agreement are not be true and correct or if the Company, Topco or Merger Sub has failed to perform any covenant or agreement such that
the conditions of the Business Combination Agreement would not be satisfied (“Terminating Company Breach”); provided Concord
is not then in breach of its representations, warranties, covenants or agreements in the Business Combination Agreement so as to prevent
the condition to closing from being satisfied; provided further that, if such Terminating Company Breach is curable by the Company, Topco
or Merger Sub, Concord may not terminate the Business Combination Agreement for so long as the Company, Topco and Merger Sub continue
to exercise its reasonable efforts to cure such breach, unless such breach is not cured by the earlier of (x) 30 days after written notice
of such breach is provided by Concord to the Company and (y) the Outside Date;
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(h)
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By the Company if any of Concord’s representations or warranties contained in the Business Combination
Agreement are not be true and correct or if Concord has failed to perform any covenant or agreement such that the conditions of the Business
Combination Agreement would not be satisfied (“Terminating Concord Breach”); provided that none of the Company, Topco or Merger
Sub is then in breach of its respective representations, warranties, covenants or agreements in the Business Combination Agreement so
as to prevent the condition to closing of the Business Combination Agreement from being satisfied; provided, however, that, if such Terminating
Concord Breach is curable by Concord, the Company may not terminate the Business Combination Agreement for so long as Concord continues
to exercise their reasonable efforts to cure such breach, unless such breach is not cured by the earlier of (x) 30 days after written
notice of such breach is provided by the Company to Concord and (y) the Outside Date; and
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(i)
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By Concord, if the Company does not deliver, or cause to be delivered to Concord, the audited consolidated
balance sheet of the Company and the Company subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated
statements of operations, cash flows and changes in equityholders’ equity of the Company and the Company subsidiaries for the periods
ended December 31, 2019 and December 31, 2020, prepared in accordance with US generally accepted accounting principles and audited in
accordance with the auditing standards of the Public Company Accounting Oversight Board by the date that is 30 days following the date
of the Business Combination Agreement.
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Effect of Termination; Termination Fee
If the Business Combination
Agreement is terminated, it will become void, and there will be no liability or obligation under the Business Combination Agreement on
the part of any party thereto, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a
willful material breach of the Business Combination Agreement or fraud by a party thereto.
The Company will be required
to pay to Concord an amount equal to $112,500,000, 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 or as a result of a breach
by the Company, Topco or Merger Sub of certain of their covenants under the Business Combination Agreement where such breach occurs as
a result of the vote of the Company’s equity holders regarding the Scheme not occurring; and (ii) at the time of such termination,
Concord has not committed a breach of the Business Combination Agreement giving the Company the right to terminate the Business Combination
Agreement. In no event will the Company be required to pay such a termination fee on more than one occasion.
A copy of the Business Combination
Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description
of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement
filed with this Current Report on Form 8-K. The Business Combination Agreement is included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual information about Concord, the Company or the other parties
thereto. In particular, the assertions embodied in representations and warranties by Concord, the Company, Topco and Merger Sub contained
in the Business Combination Agreement are qualified by information in the disclosure schedules provided by the parties in connection with
the signing of the Business Combination Agreement. These disclosure schedules contain information that modifies, qualifies and creates
exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and
warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing
matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Business Combination
Agreement as characterizations of the actual state of facts about Concord, the Company, Topco and Merger Sub.
Transaction Support Agreement
On July 7, 2021, concurrently
with the execution of the Business Combination Agreement, certain securityholders of the Company entered into a Transaction Support Agreement
with Concord, pursuant to which, among other things, such securityholders agreed to vote their Company shares in favor of the Business
Combination Agreement, the Scheme and the Transaction Documents to which the Company is or will be a party. In addition, Jeremy Allaire,
the Company’s Chief Executive Officer (the “Founder”), entered into a Transaction Support Agreement with Concord pursuant
to which the Founder further agreed not to vote in favor of any Alternative Transaction (excluding for such purpose an initial public
offering of the Company) for a period of six months following the termination of the Business Combination Agreement under certain circumstances.
The foregoing description
of the Transaction Support Agreements is qualified in its entirety by reference to the full text of the Transaction Support Agreements,
copies of which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Shareholders Agreement
In connection with the Proposed
Transactions, Topco, Concord, the Sponsor, the Founder and certain other shareholders of Topco as of the Closing will enter into a Shareholders
Agreement, pursuant to which, among other things, at the Closing Topco’s board of directors will consist of seven directors, one
of whom will be designated by the Founder, one of whom will be designated by the Sponsor, and five of whom will be mutually agreed upon
by the Founder and the Sponsor. In addition, following the Closing, the Founder and the Sponsor will each be entitled to designate one
director (subject to adjustment under certain circumstances), in each case for so long as such shareholder continues to hold not less
than a minimum percentage of Topco’s outstanding share capital.
The foregoing description
of the Shareholders Agreement is qualified in its entirety by reference to the full text of the form of the Shareholders Agreement, a
copy of which is included as Exhibit A to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Registration Rights Agreement
In connection with the Proposed
Transactions, Topco, certain equity holders of the Company and certain Concord stockholders will enter into a Registration Rights Agreement,
pursuant to which, among other things, Topco will be required to file, promptly after the Closing, a registration statement to register
the resale of certain securities of Topco held by such Company and Concord stockholders, who will also have customary demand and “piggyback”
registration rights, subject to certain requirements and customary conditions.
The foregoing description
of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement,
a copy of which is included as Exhibit B to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Warrant Amendment
At the Merger effective time,
each Concord Warrant that is outstanding immediately prior to the Merger effective time shall, by virtue of the Merger and without any
action on the part of the parties or any of their respective shareholders, cease to represent a right to acquire one (1) share of Concord
Class A Common Stock and shall automatically be converted in accordance with the terms of the existing Warrant Agreement, at the Merger
effective time, 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 existing Warrant Agreement. In connection with the Proposed Transactions, Concord, Topco and Continental, as warrant
agent, will enter into the Warrant Amendment in connection with the Closing, pursuant to which, Topco will assume, and agree to pay, perform,
satisfy and discharge in full, all of Concord’s liabilities and obligations under the existing Warrant Agreement arising from and
after the Merger effective time.
The foregoing description
of the Warrant Amendment is qualified in its entirety by reference to the full text of the form of Warrant Amendment, a copy of which
is included as Exhibit F to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Private Placement and Subscription Agreements
In connection with the execution
of the Business Combination Agreement, effective as of July 7, 2021, Concord and Topco entered into separate subscription agreements (each,
a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers
agreed to subscribe for and purchase from, and Concord agreed to sell and issue to the Subscribers, shares of Concord’s Class A
Common Stock, which will subsequently be cancelled and automatically converted into and become the right to receive Topco Ordinary Shares
pursuant to the Merger (collectively, the “PIPE Shares”), for a purchase price of $10.00 per share, in a private placement
(the “PIPE”). In the aggregate, the Subscribers have committed to subscribe for and purchase $415 million of PIPE Shares.
At the Company’s option, a portion of the Subscribers’ obligations to subscribe for PIPE Shares, not to exceed $40 million
in the aggregate, may be replaced with agreements of the Subscribers to purchase an equivalent number of Topco Ordinary Shares from holders
of Topco Ordinary Shares identified by the Company, to be consummated as soon as practicable following the Closing. The closing of the
sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon customary closing conditions, and is to close two business
days immediately prior to the closing of the Merger. The purpose of the sale of the PIPE Shares is to raise additional capital for use
in connection with the Proposed Transactions and to meet the minimum cash requirements provided in the Business Combination Agreement.
Pursuant to the Subscription
Agreements, Concord and Topco agreed that, within 30 calendar days after the Closing, Topco will file with the SEC (at Topco’s sole
cost and expense) a registration statement registering the resale of the PIPE Shares, and Topco will use its commercially reasonable efforts
to have the resale registration statement declared effective as soon as practicable after the filing thereof, subject to certain conditions.
Each Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Business Combination Agreement is
terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the Subscription Agreement,
(iii) if any of the conditions to the closing set forth in the Subscription Agreement are not satisfied or waived upon or prior to the
Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the Closing or (iv)
at the election of the Subscriber, if the Closing has not occurred by the date that is 270 days after the date of the Business Combination
Agreement (or 30 days thereafter if the Outside Date is extended as described above).
The foregoing description
of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, a
copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K, and incorporated herein by reference.