Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, Concord Acquisition Corp,
a Delaware corporation (“Concord”), Circle Internet Financial Limited, a private company limited by shares incorporated in
Ireland (“Circle”), Circle Internet Finance Public Limited Company (formerly Circle Acquisition Public Limited Company), a
public company limited by shares incorporated in Ireland (“Topco”), and Topco (Ireland) Merger Sub, Inc., a Delaware corporation,
entered into a Transaction Agreement dated February 16, 2022 (the “Transaction Agreement”), pursuant to which Topco agreed
to combine with Concord in a business combination.
On December 5, 2022, the parties to the Transaction Agreement and,
solely for purposes of Sections 4 and 5 of the Termination Agreement (as defined below), Concord Sponsor Group LLC, a Delaware limited
liability company (“Concord Sponsor”), and CA Co-Investment LLC, a Delaware limited liability company (“CA Co-Investment”
and collectively with Concord Sponsor, “Sponsor”) entered into a Termination Agreement (the “Termination Agreement”)
pursuant to which Concord and Circle mutually agreed to terminate the Transaction Agreement pursuant to Section 11.01(a)
thereof (the “Termination”). The Termination Agreement provides for a mutual release of claims among the parties.
In accordance with Section 11.03(a)(ii) of the Transaction Agreement,
Circle agreed to pay or procure the payment of certain of Concord’s expenses incurred in connection with the transactions contemplated
by the Transaction Agreement. In addition, pursuant to Section 11.03(c) of the Transaction Agreement, Circle agreed to issue to Concord
an aggregate of $20,000,000 of its restricted, unregistered ordinary shares (valued at the Circle valuation set forth in the Transaction
Agreement), subject to certain conditions described in the Transaction Agreement.
As a result of the Termination, the Transaction Agreement is of no
further force and effect, with the exception of Section 9.03(b) (Confidentiality), Section 11.02 (Effect of Termination), Sections
11.03(a) and (c) (Expenses), Article XII (General Provisions) (other than Section 12.02 Nonsurvival of Representations, Warranties and
Covenants) and any corresponding definitions set forth in Article I of the Transaction Agreement, each of which shall each survive the
termination of the Transaction Agreement and remain in full force and effect in accordance with their respective terms.
The termination of the Transaction Agreement also terminates and makes
void the Transaction Support Agreements (as defined in the Transaction Agreement), which were executed concurrently with the Transaction
Agreement.
In light of the termination of the Transaction Agreement, Concord does
not believe that there is sufficient time for Concord to consummate an initial business combination within the period provided for in
its certificate of incorporation. If Concord is unable to consummate an initial business combination within such period, it is required
by its certificate of incorporation to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of
taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public
shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Concord board of directors in accordance with applicable law, liquidate and dissolve, subject in each case to Concord’s
obligations under Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law. Concord’s
certificate of incorporation provides that such redemption of the public shares will completely extinguish rights of the holders of the
public shares (including the right to receive further liquidating distributions, if any), subject to applicable law. Pursuant to such
provision of Concord’s certificate of incorporation extinguishing the rights of Concord’s public stockholders upon the required
redemption of Concord’s public shares as a result of the failure to complete an initial business combination, and in light of the
Sponsor’s agreement to provide releases in connection with the termination of the Transaction Agreement, Concord’s independent
directors concluded that the Circle shares to be received by Concord will be for the benefit of the Sponsor.
The foregoing descriptions of the Transaction Agreement, the Termination
Agreement and the Transaction Support Agreements are not complete and are qualified in their entirety by reference to and the terms and
conditions of, respectively, (i) the Transaction Agreement, a copy of which was previously filed as Exhibit 2.1 to Concord’s Current
Report on Form 8-K on February 17, 2022, (ii) the Termination Agreement, a copy of which is filed with this Current Report on Form 8-K
as Exhibit 10.1, and the terms of which are incorporated by reference herein and (iii) the Transaction Support Agreements, copies of which
were previously filed as Exhibits 10.1 and 10.2 to Concord’s Current Report on Form 8-K on February 17, 2022.