Circle and SPAC Concord Acquisition Corp (CND) Terminate Proposed Merger

December 5, 2022 8:12 AM EST

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Circle Internet Financial (Circle) and Concord Acquisition Corp (NYSE: CND), a publicly traded special purpose acquisition company, today announced the mutual termination of their proposed business combination initially announced in July 2021 and amended in February 2022.

Under the terms of Concord's amended and restated certificate of incorporation, Concord has until December 10, 2022 to consummate a business combination. The transaction agreement also states that Concord can seek a shareholder vote to extend that date to January 31, 2023 if the Securities and Exchange Commission (SEC) has declared the S-4 registration statement for the business combination effective. To date, the S-4 registration statement has not been declared effective.

"Circle plays a key role in the blockchain's disruption of financial services," said Bob Diamond, Chairman of Concord Acquisition Corp. "I remain confident in Circle's regulatory-first approach to building trust and transparency in the financial industry, which has never been more important, and I will continue being an advocate for the company as it continues to grow."

Termination of the proposed business combination has been approved by the Board of Directors of both Concord and Circle.

"Concord has been a strong partner and has added value throughout this process, and we will continue to benefit from the advice and support of Bob Diamond and the broader Concord team. We are disappointed the proposed transaction timed out, however, becoming a public company remains part of Circle's core strategy to enhance trust and transparency, which has never been more important," said Jeremy Allaire, Co-Founder and CEO of Circle.

Circle continues to build on its success and became profitable in the third quarter of 2022, with total revenue and reserve interest income of $274 million and net income of $43 million. Circle also ended the quarter with close to $400 million in unrestricted cash.

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