Merger CND.U

Circle goes public through merger with Concord Acquisition Corp

, SPAC Research

Circle, a global financial technology firm that provides payments and treasury infrastructure for internet businesses, announced today that it has entered into a definitive business combination agreement with Concord Acquisition Corp.

The transaction values Circle at $4.5 billion. Upon completion of the transaction, existing Circle shareholders will maintain approximately 86% ownership of the public entity.

In conjunction with the transaction, investors have committed $415 million in PIPE financing, which when combined with cash in trust and Circle's recently closed convertible note financing will provide Circle with over $1.1 billion in gross proceeds upon the close of the transaction.

The PIPE was supported by leading institutional investors including Marshall Wace LLP, Fidelity Management & Research Company LLC, Adage Capital Management LP, accounts advised by ARK Investment Management LLC ("ARK") and Third Point.

Circle is the principal operator of blockchain-based USD Coin (USDC), which has become the fastest growing, regulated, fully reserved dollar digital currency in the world.

Circle's co-founder, Jeremy Allaire, will remain CEO of the company.

Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to Concord. Goldman Sachs & Co. LLC and Citi acted as placement agents for Concord in connection with the PIPE transaction. Greenberg Traurig is serving as legal counsel to Concord and Goodwin Procter is serving as counsel to Circle. Cowen Inc. is serving as lead capital markets advisor to Concord. Blueshirt Capital Advisors is serving as investor relations advisor to Circle.

Under the terms of the agreement, a new Irish holding company will acquire both Concord and Circle and become a publicly-traded company, expected to trade on the NYSE under the symbol "CRCL".

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