Concord Acquisition Corp Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
06 December 2022 - 1:57AM
Concord Acquisition Corp (NYSE: CND) (the “Company”) today
announced that it will redeem all of its outstanding shares of
Class A common stock (the “public shares”), effective as of the
close of business on December 20, 2022 (the “Redemption Date”),
because the Company will not complete an initial business
combination within the time period required by its Amended and
Restated Certificate of Incorporation (the “Certificate of
Incorporation”).
Pursuant to the Company’s Certificate of Incorporation, if the
Company has not completed an initial business combination by
December 10, 2022, the Company will (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 100% of the issued and
outstanding shares of Class A common stock issued in its initial
public offering (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 then outstanding
public shares, which redemption will completely extinguish rights
of the public stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the
Company’s board of directors, in accordance with applicable law,
liquidate and dissolve, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
The per-share redemption price for the public shares is expected
to be approximately $10.17 (the “Redemption Amount”). In accordance
with the terms of the related trust agreement, the Company expects
to retain interest earned on the funds deposited in the trust
account to pay the Company’s tax obligations and $100,000 of
dissolution expenses.
As of the close of business on the Redemption Date, the public
shares will be deemed to no longer be outstanding and will
represent only the right to receive the Redemption Amount for each
such public share.
The Redemption Amount will be payable to the holders of the
public shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of public shares held in “street name,”
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire
worthless.
The Company expects that the last day of trading of its units,
Class A common stock and warrants on the NYSE will be December 10,
2022, following which, the Company expects that the NYSE will file
a Form 25 with the United States Securities and Exchange Commission
(the “Commission”) to delist its units and Class A common stock.
The Company thereafter expects to file a Form 15 with the
Commission to terminate the registration of its securities under
the Securities Exchange Act of 1934, as amended.
About Concord Acquisition Corp
Concord Acquisition Corp is a special purpose acquisition
company formed for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses in the
financial services or financial technology industries. The
Company’s sponsor is Concord Sponsor Group LLC, an entity
affiliated with Atlas Merchant Capital LLC, an investment firm
that offers debt and equity investment strategies, seeking
long-term value through differentiated expertise in financial
services and credit markets. Concord raised $276 million in its
initial public offering in December 2020 and is listed on the NYSE
under the symbol “CND”.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements relating to the estimated per-share
redemption price and timing for redemptions and delisting of the
Company’s securities. When used in this press release, the words
“could,” “should,” “will,” “may,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “project,” the negative of such
terms and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking
statements involve many risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements, including. These forward-looking statements
speak only as of the date of the foregoing communication, and the
Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in its
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of the Company,
including its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for risks and uncertainties related to the
Company’s business which may affect the statements made in this
communication.
Contact:Concord Acquisition CorpJeff
Tuderjeff@tremsoncapital.com
Concord Acquisition (NYSE:CND)
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