BOSTON, Aug. 6, 2021 /PRNewswire/ -- Circle, a global
financial technology firm that provides internet-native payments
and treasury infrastructure, today announced the filing of a
registration statement on Form S-4 (the "Registration Statement"),
with the U.S. Securities and Exchange Commission (SEC).
The Registration Statement contains a preliminary proxy
statement and prospectus, in connection with its previously
announced proposed business combination with Concord Acquisition
Corp ("Concord") (NYSE: CND), a
publicly traded special purpose acquisition company. While the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about Circle and the proposed business
combination with Concord.
As previously announced, under the terms of the business
combination between Circle and Concord, a new Irish holding company (the
"Company") will acquire both Concord and Circle and become a
publicly-traded company, expected to trade on the NYSE under the
symbol "CRCL". The transaction values Circle at an enterprise value
of $4.5 billion.
The business combination is supported by $415 million of capital commitments at
$10.00 per share, with participation
from top-tier institutional investors including Marshall Wace LLP,
Fidelity Management & Research Company LLC, Adage Capital
Management LP, accounts advised by ARK Investment Management LLC
and Third Point. This investment, when combined with the
$276 million of cash held in
Concord's trust account (assuming
no redemptions) and Circle's recently closed convertible note
financing, will provide Circle with over $1.1 billion in gross proceeds upon close.
Important Information and Where to Find It
In
connection with the proposed transaction, Circle Acquisition Public
Limited Company filed a Registration Statement on Form S-4 with the
SEC, which includes a proxy statement of Concord in connection with Concord's solicitation of proxies for the vote
by Concord's shareholders with
respect to the proposed transaction and a prospectus of Circle.
Concord also will file other
documents regarding the proposed transaction with the SEC.
This communication does not contain all the information that
should be considered concerning the proposed transaction and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. Before making any
voting or investment decision, investors and security holders are
urged to read the registration statement and the proxy
statement/prospectus, each which have not yet become effective and
the information contained therein is subject to change, together
with all other relevant documents filed or that will be filed with
the SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Circle and Concord through
the website maintained by the SEC at www.sec.gov or by directing a
request to: Concord Acquisition Corp, 477 Madison Avenue, 22nd
Floor, New York, NY 10022.
Participants in the Solicitation
Concord, Circle 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 SEC. Information
about the directors and executive officers of Concord is set forth in Concord's Annual Report on Form 10-K for the
fiscal year ended December 31, 2020,
which was filed with the SEC on March 31,
2021 and amended on May 20,
2021. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
stockholders in connection with the proposed transactions will be
set forth in the proxy statement/prospectus when it is filed with
the SEC. These documents can be obtained free of charge from the
sources indicated above.
Non-Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed business
combination and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities nor shall there be
any sale of 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 any such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
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 Transactions to
the combined company, Circle's anticipated future growth, and
Circle and Concord's ability to
consummate the 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 Circle'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 Circle. 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 Circle operates; the outcome of legal
proceedings or other disputes to which Circle, Concord and/or the Company is or may become a
party; the inability of the parties to consummate the Transactions;
the risk that the approval of the stockholders of Concord or Circle for the Transactions is not
obtained; failure to realize the anticipated benefits of the
Transactions, including as a result of a delay in consummating the
Transactions; the risk that the consummation of the Transactions
disrupt current plans and operations of Circle; 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 New York Stock
Exchange; the inability to complete the private placement proposed
to be consummated in connection with the Transactions; the amount
of redemption requests made by Concord's stockholders; those factors
discussed in Concord's Annual
Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading "Risk
Factors," and other documents of Concord filed, or to be filed, with the SEC.
If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Concord, Circle and the Company
presently do not know or that they currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect Concord's and
Circle's expectations, plans or forecasts of future events and
views as of the date of this press release. Concord and Circle anticipate that subsequent
events and developments will cause their assessments to change.
However, while Concord and Circle
may elect to update these forward-looking statements at some point
in the future, Concord and Circle
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Concord's or Circle's
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
About Concord Acquisition Corp
Concord Acquisition
Corp is a special purpose acquisition company formed for the
purpose of entering into a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses in the financial services
or financial technology industries. It is sponsored by an entity
affiliated with Atlas Merchant Capital, an investment firm that
offers debt and equity investment strategies, seeking long-term
value through differentiated expertise in financial services and
credit markets.
Concord raised $276 million in its initial public offering in
December 2020 and its units, Class A
common stock and warrants are listed on the NYSE under the symbols
"CND.U," "CND," and "CND WS," respectively.
About Circle
Circle is a global financial technology
firm that enables businesses of all sizes to harness the power of
digital currencies and public blockchains for payments, commerce
and financial applications worldwide. Circle is the principal
operator of USD Coin (USDC), which has become the fastest growing,
regulated, fully reserved dollar digital currency. USDC in
circulation is greater than $27
billion and has supported over $900
billion in on-chain transactions. Today, Circle's
transactional services, business accounts, and platform APIs are
giving rise to a new generation of financial services and commerce
applications that hold the promise of raising global economic
prosperity for all through programmable internet commerce.
Additionally, Circle operates SeedInvest, one of the largest equity
crowdfunding platforms in the U.S., which is a registered broker
dealer.
Learn more at https://circle.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/circle-announces-filing-of-registration-statement-on-form-s-4-in-connection-with-its-proposed-business-combination-with-concord-acquisition-corp-301350570.html
SOURCE Circle Internet Financial, Inc.