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): December ~~June 3~~5, 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)~~

(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 filing 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 21.0301. ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

~~On June 7, 2022, Concord~~The ~~Acquisition~~information ~~Corp~~set ~~(the~~forth ~~“Company”) issued an unsecured promissory note (the “Note”)~~ in ~~the~~Item ~~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~~1.02 ~~Circle~~below ~~entered into a transaction agreement with the Company, among others, on February 16, 2022 (the “Transaction Agreement”). The Note~~ is ~~non-interest~~hereby ~~bearing~~incorporated ~~and payable in cash upon the closing of the Company’s initial business combination. In the event that the transactions contemplated~~ by ~~the~~reference ~~Transaction~~into ~~Agreement~~this ~~are~~Item ~~not consummated for any reason, no payment will be due under the Note and the principal balance of the Note will be forgiven~~1.01.

~~In connection~~Item ~~with~~1.02. ~~the~~Termination ~~issuance~~ of ~~the~~a ~~Note,~~Material ~~pursuant~~Definitive ~~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.

AAs ~~copy~~previously ofdisclosed, ~~the~~Concord ~~Note~~Acquisition ~~is filed~~Corp, asa ~~Exhibit~~Delaware ~~10.1~~corporation to(“Concord”), ~~this~~Circle ~~Current~~Internet ~~Report~~Financial onLimited, ~~Form~~a ~~8-K~~private ~~and~~company islimited by shares incorporated ~~herein~~in Ireland by(“Circle”), ~~reference.~~Circle ~~The~~Internet ~~disclosure~~Finance ~~set~~Public ~~forth~~Limited Company (formerly Circle Acquisition Public Limited Company), a public company limited by shares incorporated in ~~this~~Ireland ~~Item~~(“Topco”), 2and Topco (Ireland) Merger Sub, Inc.~~03 is~~, ~~intended~~a toDelaware becorporation, entered into a ~~summary~~Transaction ~~only~~Agreement ~~and~~dated isFebruary ~~qualified~~16, in2022 ~~its~~(the ~~entirety~~“Transaction byAgreement”), ~~reference~~pursuant to ~~the~~which ~~Note~~Topco agreed to combine with Concord in a business combination.

~~Item~~On 8December 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 ~~Other~~(the ~~Events~~“Termination”). The Termination Agreement provides for a mutual release of claims among the parties.

~~On June~~In 3,accordance ~~2022,~~with ~~the~~Section ~~Company issued~~ 11.03(a)(ii) ~~press~~of ~~release~~the ~~announcing~~Transaction ~~the~~Agreement, Circle ~~Company’s~~agreed ~~intention~~to ~~with~~pay ~~respect~~or toprocure the ~~Extension.~~payment Aof ~~copy~~certain of ~~the press~~Concord’s ~~release~~expenses isincurred ~~attached~~in asconnection ~~Exhibit~~with ~~99.1~~the ~~hereto~~transactions ~~and is incorporated~~ contemplated by ~~reference~~the ~~into~~Transaction ~~this Item 8~~Agreement.~~01.~~ OnIn ~~June 7~~addition, ~~2022,~~pursuant ~~the~~to ~~Company issued~~Section a11.03(c) ~~press~~of ~~release announcing that~~ the ~~Extension~~Transaction ~~Payment~~Agreement, ~~had~~Circle ~~been~~agreed ~~made~~to ~~and~~issue ~~that~~to ~~the~~Concord an ~~Company~~aggregate ~~had~~of ~~issued~~$20,000,000 ~~the~~of ~~Note~~its torestricted, ~~Circle~~unregistered inordinary ~~connection therewith.~~shares A(valued ~~copy~~at of the ~~press~~Circle ~~release~~valuation isset ~~attached~~forth asin ~~Exhibit~~the ~~99.2~~Transaction Agreement), ~~hereto~~subject ~~and~~to iscertain ~~incorporated~~conditions bydescribed ~~reference~~in ~~into~~the ~~this~~Transaction ~~Item 8~~Agreement.~~01.~~

~~Item~~As a result of the Termination, the Transaction Agreement is of no further force and effect, with the exception of Section 9.0103(b) ~~Financial~~(Confidentiality), ~~Statements~~Section 11.02 (Effect of Termination), Sections 11.03(a) and ~~Exhibits~~(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 (das defined in the Transaction Agreement), ~~Exhibits~~which were executed concurrently with the Transaction Agreement.

Exhibit No.		Description
10.1		Promissory Note, dated June 7, 2022, issued by Concord Acquisition Corp to Circle Internet Financial Limited or its registered assigns or successors in interest
99.1		Press Release, dated June 3, 2022
99.2		Press Release, dated June 7, 2022
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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.

~~SIGNATURE~~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.

~~Pursuant~~Item to3.01. ~~the~~Notice ~~requirements~~ of ~~the~~Delisting ~~Securities~~or ~~Exchange~~Failure ~~Act of 1934, the registrant has duly caused this report~~ to beSatisfy ~~signed~~a onContinued ~~its~~Listing ~~behalf~~Rule byor ~~the~~Standard; ~~undersigned~~Transfer ~~hereunto duly~~of ~~authorized~~Listing.

~~CONCORD~~On ~~ACQUISITION~~December ~~CORP~~5, ~~By:~~2022, /the New York Stock Exchange (the “NYSE”) notified Concord, and publicly announced, that the NYSE determined to commence proceedings to delist Concord’s/ ~~Jeff~~warrants, ~~Tuder~~each ~~Name:~~whole warrant ~~Jeff~~exercisable ~~Tuder~~to ~~Title:~~purchase ~~Chief~~one ~~Executive~~share ~~Officer~~of Concord’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a price of $11.50 per share, and listed to trade on the NYSE under the symbol “CND WS” (the “Warrants”), from the NYSE and that trading in the Warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. Trading in Concord’s Class A Common Stock and units will continue on the NYSE. Concord does not intend to appeal the NYSE’s determination.

~~Date:~~Item ~~June~~8.01. 7,Other ~~2022~~Events.

2On December 5, 2022, Concord and Circle issued a joint press release announcing the termination of the Transaction Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On December 5, 2022, Concord issued a press release announcing it will redeem all of its outstanding shares of Class A common stock, par value $0.0001, effective as of the close of business on December 20, 2022, because Concord will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1†		Termination Agreement, dated as of December 5, 2022, by and among Concord Acquisition Corp, Circle Internet Finance Public Limited Company, Topco (Ireland) Merger Sub Inc., and Circle Internet Financial Limited, and, solely for purposes of Sections 4 and 5, Concord Sponsor Group LLC and CA Co-Investment LLC.
99.1		Press Release, dated December 5, 2022.
99.2		Press Release, dated December 5, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain of the exhibits to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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: December 5, 2022

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