Current Report Filing (8-k)
08 June 2022 - 6:14AM
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2022-06-03
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): June 3, 2022
Concord Acquisition
Corp
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39770 |
|
85-2642903 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
477
Madison Avenue
New York,
NY |
|
10022 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 883-4330
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant |
|
CND.U |
|
The New York Stock Exchange |
Class A Common Stock, par value $0.0001 per share |
|
CND |
|
The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
CND WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 7, 2022, Concord
Acquisition Corp (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $2,760,000
to Circle Internet Financial Limited (“Circle”), a private company limited by shares incorporated in Ireland, or its registered
assigns or successors in interest. Circle entered into a transaction agreement with the Company, among others, on February 16, 2022 (the
“Transaction Agreement”). The Note is non-interest bearing and payable in cash upon the closing of the Company’s initial
business combination. In the event that the transactions contemplated by the Transaction Agreement are not consummated for any reason,
no payment will be due under the Note and the principal balance of the Note will be forgiven.
In
connection with the issuance of the Note, pursuant to the Transaction Agreement, on June 7, 2022, Circle deposited $2,760,000 (the
“Extension Payment”) into the trust account of the Company for its public stockholders, representing $0.10 per public unit
sold in the Company’s initial public offering, which enables the Company to extend the period of time it has to consummate its initial
business combination by six months from June 10, 2022 to December 10, 2022 (the “Extension”), as permitted by the Company’s
amended and restated certificate of incorporation.
A copy of the Note is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03
is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 8.01 Other Events.
On
June 3, 2022, the Company issued a press release announcing the Company’s intention with respect to the Extension. A copy of the
press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01. On June 7, 2022, the Company
issued a press release announcing that the Extension Payment had been made and that the Company had issued the Note to Circle in connection
therewith. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
CONCORD ACQUISITION CORP |
|
|
|
By: |
/s/ Jeff Tuder |
|
Name: |
Jeff Tuder |
|
Title: |
Chief Executive Officer |
Date: June 7, 2022
2
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