Circle Announces Filing of Registration Statement on Form S-4 in Connection with its Proposed Business Combination with Concord Acquisition Corp.

NEWS PROVIDED BYCircle Internet Financial, Inc. 

Aug 06, 2021, 17:35 ET


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 or by directing a request to: Concord Acquisition Corp, 477 Madison Avenue, 22nd Floor, New York, NY 10022.

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