|
Ireland
(Jurisdiction of
Incorporation or Organization) |
| |
7389
(Primary Standard Industrial
Classification Code Number) |
| |
Not applicable
(I.R.S. Employer
Identification Number) |
|
|
Gregg L. Katz, Esq.
John Mutkoski, Esq. William Schnoor, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617)-570-1000 |
| |
Alan I. Annex, Esq.
Jason Simon, Esq. Greenberg Traurig, LLP 333 S.E. 2nd Avenue Miami, FL 33131 (305) 579-0500 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
|
Emerging growth company
☒
|
| |
| | ||||||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
|
| | |
Amount to be
Registered(1) |
| | |
Proposed
Maximum Offering Price per Share(2) |
| | |
Proposed Maximum
Aggregate Offering Price(2) |
| | |
Amount of
Registration Fee |
| ||||||||||||
Ordinary Shares, par value $0.001 per share(3)(4)
|
| | | | | 35,252,000 | | | | | | | 10.16 | | | | | | $ | 358,160,320 | | | | | | $ | 39,075.30 | | |
Warrants(5)(4) | | | | | | 14,176,000 | | | | | | | 1.76 | | | | | | $ | 25,019,931 | | | | | | $ | 2,729.70 | | |
Ordinary Shares issuable on exercise of Warrants(6)(4)
|
| | | | | 14,176,000 | | | | | | $ | 11.50 | | | | | | $ | 163,024,000 | | | | | | $ | 17,785.90 | | |
Total
|
| | | | | | | | | | | | | | | | | |
$
|
546,204,251
|
| | | | |
$
|
59,590.90
|
| |
| | | | By Order of the Board of Directors, | |
| [•], 2021 | | |
Jeff Tuder
|
|
| | | | Chief Executive Officer | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 6 | | | |
| | | | | 18 | | | |
| | | | | 31 | | | |
| | | | | 32 | | | |
| | | | | 95 | | | |
| | | | | 110 | | | |
| | | | | 116 | | | |
| | | | | 116 | | | |
| | | | | 131 | | | |
| | | | | 143 | | | |
| | | | | 145 | | | |
| | | | | 152 | | | |
| | | | | 168 | | | |
| | | | | 170 | | | |
| | | | | 171 | | | |
| | | | | 188 | | | |
| | | | | 202 | | | |
| | | | | 238 | | | |
| | | | | 252 | | | |
| | | | | 255 | | | |
| | | | | 258 | | | |
| | | | | 263 | | | |
| | | | | 278 | | | |
| | | | | 299 | | | |
| | | | | 301 | | | |
| | | | | 304 | | | |
| | | | | 305 | | | |
| | | | | 307 | | | |
| | | | | 308 | | | |
| | | | | F-1 | | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | F-1 | | |
| | |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Rollover of Circle’s vested options, warrants and certain SeedInvest convertible notes(1)
|
| | | $ | 276,443 | | | | | $ | 276,443 | | |
Topco Ordinary Shares to be issued at Closing
|
| | | | 5,316,677 | | | | | | 5,066,385 | | |
Total Consideration
|
| | | | 5,593,120 | | | | | | 5,342,828 | | |
| | |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||||||||
In thousands
|
| |
Shares
|
| |
Ownership, %
|
| |
Shares
|
| |
Ownership, %
|
| ||||||||||||
Existing Circle Holders and convertible notes holders(1)
|
| | | | 454,916 | | | | | | 85.6% | | | | | | 454,916 | | | | | | 89.9% | | |
Concord Public Stockholders(2)
|
| | | | 27,600 | | | | | | 5.2% | | | | | | 2,571 | | | | | | 0.5% | | |
Sponsors and related parties
|
| | | | 7,652 | | | | | | 1.4% | | | | | | 7,652 | | | | | | 1.5% | | |
PIPE shareholders
|
| | | | 41,500 | | | | | | 7.8% | | | | | | 41,500 | | | | | | 8.1% | | |
Total Topco Ordinary Shares to be issued at Closing(3)
|
| | | | 531,668 | | | | | | 100.0% | | | | | | 506,639 | | | | | | 100.0% | | |
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||
($ in thousands, except share and per share amounts)
|
| |
Concord
Historical |
| |
Circle
Historical |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| |
Additional
Transaction Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 952 | | | | | $ | 61,987 | | | | | $ | 276,030 | | | |
3a
|
| | | $ | 1,029,611 | | | | |
$
|
—
|
| | | | | | | $ | 779,289 | | |
| | | | | | | | | | | | | | | | | 415,000 | | | |
3b
|
| | | | | | | | |
|
—
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | (40,000) | | | |
3c
|
| | | | | | | | |
|
—
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,544) | | | |
3d
|
| | | | | | | | |
|
—
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | (41,036) | | | |
3e
|
| | | | | | | | |
|
—
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | (14,080) | | | |
3f
|
| | | | | | | | |
|
—
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | 372,302 | | | |
3g
|
| | | | | | | | |
|
—
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | (250,322) | | | |
3m
|
| | | | | | |
Securities held in trust account
|
| | | | 276,030 | | | | | | — | | | | | | (276,030) | | | |
3a
|
| | | | — | | | | |
|
—
|
| | | | | | | | — | | |
Cash segregated for benefit of customers and USDC holders
|
| | | | — | | | | | | 11,167,155 | | | | | | — | | | | | | | | | 11,167,155 | | | | |
|
—
|
| | | | | | | | 11,167,155 | | |
Equity securities, at fair value (Cost of $1,130 at March 31, 2021)
|
| | | | — | | | | | | 1,244 | | | | | | — | | | | | | | | | 1,244 | | | | | | — | | | | | | | | | 1,244 | | |
Accounts receivable
|
| | | | — | | | | | | 2,352 | | | | | | — | | | | | | | | | 2,352 | | | | |
|
—
|
| | | | | | | | 2,352 | | |
Divestment consideration receivable (current)
|
| | | | — | | | | | | 3,000 | | | | | | — | | | | | | | | | 3,000 | | | | |
|
—
|
| | | | | | | | 3,000 | | |
Prepaid expenses and other current assets
|
| | | | 402 | | | | | | 7,791 | | | | | | (1,544) | | | |
3d
|
| | | | 6,649 | | | | |
|
—
|
| | | | | | | | 6,649 | | |
Total current assets
|
| | | | 277,384 | | | | | | 11,243,529 | | | | | | 689,098 | | | | | | | | | 12,210,011 | | | | | | (250,322) | | | | | | | | | 11,959,689 | | |
Restricted cash for operations
|
| | | | — | | | | | | 20,967 | | | | | | — | | | | | | | | | 20,967 | | | | | | — | | | | | | | | | 20,967 | | |
Divestment consideration receivable, non-current
|
| | | | — | | | | | | 2,000 | | | | | | — | | | | | | | | | 2,000 | | | | | | — | | | | | | | | | 2,000 | | |
Fixed assets, net
|
| | | | — | | | | | | 462 | | | | | | — | | | | | | | | | 462 | | | | | | — | | | | | | | | | 462 | | |
Digital assets, net
|
| | | | | | | | | | 4,363 | | | | | | | | | | | | | | | 4,363 | | | | | | | | | | | | | | | 4,363 | | |
Intangible assets, net
|
| | | | — | | | | | | 3,297 | | | | | | — | | | | | | | | | 3,297 | | | | | | — | | | | | | | | | 3,297 | | |
Goodwill
|
| | | | — | | | | | | 24,014 | | | | | | — | | | | | | | | | 24,014 | | | | | | — | | | | | | | | | 24,014 | | |
Investment in affiliate, equity method
|
| | | | — | | | | | | 1,003 | | | | | | — | | | | | | | | | 1,003 | | | | | | — | | | | | | | | | 1,003 | | |
Total assets
|
| | | | 277,384 | | | | | | 11,299,635 | | | | | | 689,098 | | | | | | | | | 12,266,117 | | | | | | (250,322) | | | | | | | | | 12,015,795 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | | 88 | | | | | | 38,948 | | | | | | 43,456 | | | |
3d, 3e
|
| | | | 82,492 | | | | | | — | | | | | | | | | 82,492 | | |
Deferred revenue
|
| | | | — | | | | | | 845 | | | | | | — | | | | | | | | | 845 | | | | | | — | | | | | | | | | 845 | | |
Deposits from customers and USDC holders
|
| | | | — | | | | | | 11,159,589 | | | | | | — | | | | | | | | | 11,159,589 | | | | | | — | | | | | | | | | 11,159,589 | | |
Total current liabilities
|
| | | | 88 | | | | | | 11,199,382 | | | | | | 43,456 | | | | | | | | | 11,242,926 | | | | | | — | | | | | | | | | 11,242,926 | | |
Long-term liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred rent
|
| | | | — | | | | | | 390 | | | | | | — | | | | | | | | | 390 | | | | | | — | | | | | | | | | 390 | | |
Acquisition payables, non-current
|
| | | | — | | | | | | 6,062 | | | | | | — | | | | | | | | | 6,062 | | | | | | — | | | | | | | | | 6,062 | | |
Convertible debt, net of debt discount
|
| | | | — | | | | | | 83,489 | | | | | | (51,000) | | | |
3g
|
| | | | 32,489 | | | | | | — | | | | | | | | | 32,489 | | |
Loans payable, net of debt discount
|
| | | | — | | | | | | 24,829 | | | | | | — | | | | | | | | | 24,829 | | | | | | — | | | | | | | | | 24,829 | | |
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||
($ in thousands, except share and per share amounts)
|
| |
Concord
Historical |
| |
Circle
Historical |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| |
Additional
Transaction Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| ||||||||||||||||||
Warrant liability
|
| | | | 12,766 | | | | | | 282 | | | | | | — | | | | | | | | | 13,048 | | | | | | — | | | | | | | | | 13,048 | | |
Earnout shares liability
|
| | | | — | | | | | | — | | | | | | 705,063 | | | |
3h
|
| | | | 705,063 | | | | | | — | | | | | | | | | 705,063 | | |
Total long-term liabilities
|
| | | | 12,766 | | | | | | 115,052 | | | | | | 654,063 | | | | | | | | | 781,881 | | | | | | — | | | | | | | | | 781,881 | | |
Total liabilities
|
| | |
|
12,854
|
| | | |
|
11,314,434
|
| | | |
|
697,519
|
| | | | | | |
|
12,024,807
|
| | | | | — | | | | | | | |
|
12,024,807
|
| |
Commitments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock subject to possible redemption
25,952,962 shares at redemption value |
| | | | 259,530 | | | | | | — | | | | | | (259,530) | | | |
3i
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Redeemable preferred stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Series A redeemable convertible preferred stock
($0.0001 par value; 33,620,690 issued and outstanding at March 31,2021) |
| | | | | | | | | | 9,000 | | | | | | (9,000) | | | |
3j
|
| | | | | | | | | | | | | | | | | | | | | |
Series B redeemable convertible preferred stock
($0.0001 par value; 17,586,205 issued and outstanding at March 31,2021) |
| | | | | | | | | | 17,000 | | | | | | (17,000) | | | |
3j
|
| | | | | | | | | | | | | | | | | | | | | |
Series C redeemable convertible preferred stock
($0.0001 par value; 18,445,443 issued and outstanding at March 31,2021) |
| | | | | | | | | | 40,050 | | | | | | (40,050) | | | |
3j
|
| | | | | | | | | | | | | | | | | | | | | |
Series D redeemable convertible preferred stock
($0.0001 par value; 23,202,679 issued and outstanding at March 31,2021) |
| | | | | | | | | | 64,061 | | | | | | (64,061) | | | |
3j
|
| | | | | | | | | | | | | | | | | | | | | |
Series E redeemable convertible preferred stock
($0.0001 par value; 9,077,030 issued and outstanding at March 31,2021) |
| | | | | | | | | | 148,891 | | | | | | (148,891) | | | |
3j
|
| | | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Ordinary Shares
|
| | | | — | | | | | | — | | | | | | 4 | | | |
3b
|
| | | | 53 | | | | | | — | | | | | | | | | 50 | | |
| | | | | — | | | | | | — | | | | | | 45 | | | |
3c
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 3 | | | |
3i
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 1 | | | |
3k
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (3) | | | |
3m
|
| | | | — | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding
|
| | | | 1 | | | | | | — | | | | | | (1) | | | |
3k
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Common stock ($0.0001 par value; 255,000,000
authorized; 44,008,122 issued and outstanding at March 31, 2021) |
| | | | — | | | | | | 4 | | | | | | (4) | | | |
3j
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Treasury stock, at cost (4,960,362 shares held at
March 31, 2021) |
| | | | — | | | | | | (2,877) | | | | | | — | | | | | | | | | (2,877) | | | | | | — | | | | | | | | | (2,877) | | |
Additional paid-in capital
|
| | | | 6,241 | | | | | | 92,878 | | | | | | 414,996 | | | |
3b
|
| | | | 514,115 | | | | | | — | | | | | | | | | 514,115 | | |
| | | | | — | | | | | | — | | | | | | (40,045) | | | |
3c
|
| | | | (40,045) | | | | | | — | | | | | | | | | (40,045) | | |
| | | | | — | | | | | | — | | | | | | (1,544) | | | |
3d
|
| | | | (1,544) | | | | | | — | | | | | | | | | (1,544) | | |
| | | | | — | | | | | | — | | | | | | (86,036) | | | |
3e
|
| | | | (86,036) | | | | | | — | | | | | | | | | (86,036) | | |
| | | | | — | | | | | | — | | | | | | (14,080) | | | |
3f
|
| | | | (14,080) | | | | | | — | | | | | | | | | (14,080) | | |
| | | | | — | | | | | | — | | | | | | 423,302 | | | |
3g
|
| | | | 423,302 | | | | | | — | | | | | | | | | 423,302 | | |
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||
($ in thousands, except share and per share amounts)
|
| |
Concord
Historical |
| |
Circle
Historical |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| |
Additional
Transaction Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| ||||||||||||||||||
| | | | | — | | | | | | — | | | | | | (705,063) | | | |
3h
|
| | | | (705,063) | | | | | | — | | | | | | | | | (705,063) | | |
| | | | | — | | | | | | — | | | | | | 259,527 | | | |
3i
|
| | | | 259,527 | | | | | | — | | | | | | | | | 259,527 | | |
| | | | | — | | | | | | — | | | | | | 279,006 | | | |
3j
|
| | | | 279,006 | | | | | | — | | | | | | | | | 279,006 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (250,319) | | | |
3m
|
| | | | (250,319) | | |
| | | | | — | | | | | | — | | | | | | (1,242) | | | |
3l
|
| | | | (1,242) | | | | | | — | | | | | | | | | (1,242) | | |
Accumulated deficit
|
| | | | (1,242) | | | | | | (384,360) | | | | | | 1,242 | | | |
3l
|
| | | | (384,360) | | | | | | — | | | | | | | | | (384,360) | | |
Accumulated other comprehensive losses
|
| | | | — | | | | | | 554 | | | | | | — | | | | | | | | | 554 | | | | | | — | | | | | | | | | 554 | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | (293,801) | | | | | | 530,111 | | | | | | | | | 241,310 | | | | | | (250,322) | | | | | | | | | (9,012) | | |
Total liabilities, redeemable preferred stock and
stockholders’ equity |
| | | | 277,384 | | | | | | 11,299,635 | | | | | | 689,098 | | | | | | | | | 12,266,117 | | | | | | (250,322) | | | | | | | | | 12,015,795 | | |
|
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||
($ in thousands, except share and per share amounts)
|
| |
Concord
Historical |
| |
Circle
Historical |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| |
Additional
Transaction Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| ||||||||||||||||||
Revenue and USDC interest income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury services
|
| | | | — | | | | | | 11,465 | | | | | | — | | | | | | | | | 11,465 | | | | | | — | | | | | | | | | 11,465 | | |
USDC interest income
|
| | | | — | | | | | | 3,168 | | | | | | — | | | | | | | | | 3,168 | | | | | | — | | | | | | | | | 3,168 | | |
SeedInvest revenue
|
| | | | — | | | | | | 2,641 | | | | | | — | | | | | | | | | 2,641 | | | | | | — | | | | | | | | | 2,641 | | |
Total revenue and USDC interest income from continuing operations
|
| | | | — | | | | |
|
17,274
|
| | | | | — | | | | | | | |
|
17,274
|
| | | | | — | | | | | | | |
|
17,274
|
| |
Third-party transaction costs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury services costs
|
| | | | — | | | | | | 6,951 | | | | | | — | | | | | | | | | 6,951 | | | | | | — | | | | | | | | | 6,951 | | |
USDC income sharing and transaction costs
|
| | | | — | | | | | | 2,024 | | | | | | — | | | | | | | | | 2,024 | | | | | | — | | | | | | | | | 2,024 | | |
Total third-party transaction costs
|
| | | | — | | | | |
|
8,975
|
| | | | | — | | | | | | | |
|
8,975
|
| | | | | — | | | | | | | |
|
8,975
|
| |
Operating expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation expenses
|
| | | | — | | | | | | 7,015 | | | | | | 1,350 | | | |
4a
|
| | | | 8,365 | | | | | | — | | | | | | | | | 8,365 | | |
General and administrative expenses
|
| | | | — | | | | | | 5,466 | | | | | | — | | | | | | | | | 5,466 | | | | | | — | | | | | | | | | 5,466 | | |
Depreciation and amortization expense
|
| | | | — | | | | | | 934 | | | | | | — | | | | | | | | | 934 | | | | | | — | | | | | | | | | 934 | | |
IT infrastructure costs
|
| | | | — | | | | | | 933 | | | | | | | | | | | | | | | 933 | | | | | | — | | | | | | | | | 933 | | |
Marketing and advertising expenses
|
| | | | — | | | | | | 229 | | | | | | — | | | | | | | | | 229 | | | | | | — | | | | | | | | | 229 | | |
Digital assets impairment
|
| | | | — | | | | | | 9 | | | | | | — | | | | | | | | | 9 | | | | | | — | | | | | | | | | 9 | | |
Operating costs
|
| | | | 181 | | | | | | — | | | | | | — | | | | | | | | | 181 | | | | | | — | | | | | | | | | 181 | | |
Total operating expenses
|
| | |
|
181
|
| | | |
|
14,586
|
| | | |
|
1,350
|
| | | | | | |
|
16,117
|
| | | | | — | | | | | | | |
|
16,117
|
| |
Operating loss from continuing operations
|
| | |
|
(181)
|
| | | |
|
(6,287)
|
| | | |
|
(1,350)
|
| | | | | | |
|
(7,818)
|
| | | | | — | | | | | | | |
|
(7,818)
|
| |
Other income/(expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of warrants liability
|
| | | | (853) | | | | | | — | | | | | | — | | | | | | | | | (853) | | | | | | — | | | | | | | | | (853) | | |
Interest income
|
| | | | 23 | | | | | | — | | | | | | (23) | | | |
4c
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Other income, net
|
| | | | — | | | | | | 684 | | | | | | 61 | | | |
4d
|
| | | | 745 | | | | | | — | | | | | | | | | 745 | | |
Total other income/(expense)
|
| | | | (830) | | | | | | 684 | | | | | | 38 | | | | | | | | | (108) | | | | | | — | | | | | | | | | (108) | | |
Net loss before income taxes
|
| | | | (1,011) | | | | | | (5,603) | | | | | | (1,312) | | | | | | | | | (7,926) | | | | | | — | | | | | | | | | (7,926) | | |
Income tax expense/ (benefit for income taxes)
|
| | | | — | | | | | | 3,852 | | | | | | — | | | |
4e
|
| | | | 3,852 | | | | | | — | | | | | | | | | 3,852 | | |
Net loss from continuing operations
|
| | |
|
(1,011)
|
| | | |
|
(9,455)
|
| | | |
|
(1,312)
|
| | | | | | |
|
(11,778)
|
| | | | | — | | | | | | | |
|
(11,778)
|
| |
Net loss
|
| | |
|
(1,011)
|
| | | |
|
(9,455)
|
| | | |
|
(1,312)
|
| | | | | | |
|
(11,778)
|
| | | | | — | | | | | | | |
|
(11,778)
|
| |
Earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | $ | (0.11) | | | | | $ | (0.22) | | | | | | | | | | | | | | $ | (0.02) | | | | | $ | (0.02) | | | | | | | | | | | |
Diluted earnings (loss) per share
|
| | | $ | (0.11) | | | | | $ | (0.22) | | | | | | | | | | | | | | $ | (0.02) | | | | | $ | (0.02) | | | | | | | | | | | |
Weighted-average shares used to compute earnings (loss) per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 9,194,954 | | | | | | 42,732,965 | | | | | | | | | | | | | | | 532,382,533 | | | | | | 507,353,333 | | | | | | | | | | | |
Diluted
|
| | | | 9,194,954 | | | | | | 42,732,965 | | | | | | | | | | | | | | | 532,382,533 | | | | | | 507,353,333 | | | | | | | | | | | |
Basic and diluted weighted average shares
outstanding, Class A common stock subject to possible redemption |
| | | | 26,054,085 | | | | | | n/a | | | | | | | | | | | | | | | n/a | | | | | | n/a | | | | | | | | | | | |
Basic and diluted net income per share,
Class A common stock subject to possible redemption |
| | | | 0.00 | | | | | | n/a | | | | | | | | | | | | | | | n/a | | | | | | n/a | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||
($ in thousands, except share and per share
amounts) |
| |
Concord
Historical (As Restated) |
| |
Circle
Historical |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| |
Additional
Transaction Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| ||||||||||||||||||
Revenue and USDC interest income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury Services
|
| | | $ | — | | | | | $ | 2,589 | | | | | $ | — | | | | | | | | $ | 2,589 | | | | | | — | | | | | | | | $ | 2,589 | | |
USDC interest income
|
| | | | — | | | | | | 4,435 | | | | | | — | | | | | | | | | 4,435 | | | | | | — | | | | | | | | | 4,435 | | |
SeedInvest revenue
|
| | | | — | | | | | | 8,417 | | | | | | — | | | | | | | | | 8,417 | | | | | | — | | | | | | | | | 8,417 | | |
Total revenue and USDC interest income from
continuing operations |
| | | | — | | | | | | 15,441 | | | | | | — | | | | | | | | | 15,441 | | | | | | — | | | | | | | | | 15,441 | | |
Third-party transaction costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury services costs
|
| | | | — | | | | | | 785 | | | | | | — | | | | | | | | | 785 | | | | | | — | | | | | | | | | 785 | | |
USDC income sharing and transaction costs
|
| | | | — | | | | | | 2,826 | | | | | | — | | | | | | | | | 2,826 | | | | | | — | | | | | | | | | 2,826 | | |
Total third-party transaction costs
|
| | | | — | | | | | | 3,611 | | | | | | — | | | | | | | | | 3,611 | | | | | | — | | | | | | | | | 3,611 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation expenses
|
| | | | — | | | | | | 18,932 | | | | | | 180,469 | | | |
4a
|
| | | | 199,401 | | | | | | — | | | | | | | | | 199,401 | | |
General and administrative expenses
|
| | | | — | | | | | | 13,916 | | | | | | — | | | | | | | | | 13,916 | | | | | | — | | | | | | | | | 13,916 | | |
Depreciation and amortization expense
|
| | | | — | | | | | | 4,500 | | | | | | — | | | | | | | | | 4,500 | | | | | | — | | | | | | | | | 4,500 | | |
IT infrastructure costs
|
| | | | — | | | | | | 3,716 | | | | | | | | | | | | | | | 3,716 | | | | | | — | | | | | | | | | 3,716 | | |
Digital assets impairment
|
| | | | — | | | | | | 1,256 | | | | | | — | | | | | | | | | 1,256 | | | | | | — | | | | | | | | | 1,256 | | |
Marketing and advertising expenses
|
| | | | — | | | | | | 400 | | | | | | — | | | | | | | | | 400 | | | | | | — | | | | | | | | | 400 | | |
Goodwill impairment
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Formation and operating costs
|
| | | | 122 | | | | | | — | | | | | | — | | | | | | | | | 122 | | | | | | — | | | | | | | | | 122 | | |
Total operating expenses
|
| | | | 122 | | | | | | 42,720 | | | | | | 180,469 | | | | | | | | | 223,311 | | | | | | — | | | | | | | | | 223,311 | | |
Operating loss from continuing operations
|
| | | | (122) | | | | | | (30,890) | | | | | | (180,469) | | | | | | | | | (211,481) | | | | | | — | | | | | | | | | (211,481) | | |
Other income/(expense)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | | 139 | | | | | | — | | | | | | — | | | | | | | | | 139 | | | | | | — | | | | | | | | | 139 | | |
Transaction costs
|
| | | | (254) | | | | | | — | | | | | | (14,080) | | | |
4b
|
| | | | (14,334) | | | | | | — | | | | | | | | | (14,334) | | |
Interest income
|
| | | | 6 | | | | | | — | | | | | | (6) | | | |
4c
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Other income, net
|
| | | | — | | | | | | 13,692 | | | | | | (1,779) | | | |
4d
|
| | | | 11,913 | | | | | | — | | | | | | | | | 11,913 | | |
Total other income/(expense)
|
| | | | (109) | | | | | | 13,692 | | | | | | (15,865) | | | | | | | | | (2,282) | | | | | | — | | | | | | | | | (2,282) | | |
Net loss before income taxes
|
| | | | (231) | | | | | | (17,198) | | | | | | (196,334) | | | | | | | | | (213,763) | | | | | | — | | | | | | | | | (213,763) | | |
Income tax expense/ (benefit for income
taxes) |
| | | | — | | | | | | 115 | | | | | | — | | | |
4e
|
| | | | 115 | | | | | | — | | | | | | | | | 115 | | |
Net loss from continuing operations
|
| | | | (231) | | | | | | (17,313) | | | | | | (196,334) | | | | | | | | | (213,878) | | | | | | — | | | | | | | | | (213,878) | | |
Net income (loss)
|
| | |
|
(231)
|
| | | |
|
(17,313)
|
| | | |
|
(196,334)
|
| | | | | | |
|
(213,878)
|
| | | | | — | | | | | | | |
|
(213,878)
|
| |
Earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | $ | (0.04) | | | | | $ | 0.00 | | | | | | | | | | | | | | $ | (0.42) | | | | | $ | (0.44) | | | | | | | | | | | |
Diluted earnings (loss) per share
|
| | | $ | (0.04) | | | | | $ | 0.00 | | | | | | | | | | | | | | $ | (0.42) | | | | | $ | (0.44) | | | | | | | | | | | |
Weighted-average shares used to compute earnings (loss) per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 6,505,401 | | | | | | 36,089,496 | | | | | | | | | | | | | | | 514,292,990 | | | | | | 489,263,790 | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||
($ in thousands, except share and per share
amounts) |
| |
Concord
Historical (As Restated) |
| |
Circle
Historical |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| |
Additional
Transaction Accounting Adjustments |
| |
Note
|
| |
Pro
Forma |
| ||||||||||||
Diluted
|
| | | | 6,505,401 | | | | | | 51,850,396 | | | | | | | | | | | | 514,292,990 | | | | | | 489,263,790 | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
| | | | 4,113,335 | | | | | | n/a | | | | | | | | | | | | n/a | | | | | | n/a | | | | | | | | |
Basic and diluted net income per share,
Class A common stock subject to possible redemption |
| | | | 0.00 | | | | | | n/a | | | | | | | | | | | | n/a | | | | | | n/a | | | | | | | | |
| | |
For the three months ended
March 31, 2021 |
| |
For the year ended December 31, 2020
|
| ||||||||||||||||||
(In thousands, except per share data)
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma net income (loss) attributable to shareholders – basic
|
| | | $ | (11,778) | | | | | $ | (11,778) | | | | | $ | (213,878) | | | | | $ | (213,878) | | |
Pro forma net income (loss) attributable to shareholder – diluted
|
| | | | (11,778) | | | | | | (11,778) | | | | | | (213,878) | | | | | | (213,878) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average shares of common stock outstanding – basic
|
| | | | 532,382 | | | | | | 507,353 | | | | | | 514,293 | | | | | | 489,264 | | |
| | |
For the three months ended
March 31, 2021 |
| |
For the year ended December 31,
2020 |
| ||||||||||||||||||
(In thousands, except per share data)
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Pro forma weighted average shares of common stock outstanding – diluted
|
| | | | 532,382 | | | | | | 507,353 | | | | | | 514,293 | | | | | | 489,264 | | |
Pro forma basic earnings (loss) per share
|
| | | $ | (0.02) | | | | | | (0.02) | | | | | | (0.42) | | | | | | (0.44) | | |
Pro forma diluted earnings (loss) per share
|
| | | $ | (0.02) | | | | |
|
(0.02)
|
| | | |
|
(0.42)
|
| | | |
|
(0.44)
|
| |
Pro forma basic weighted average shares | | | | | | | | | | | | | | | | | | | | | | | | | |
Existing Circle Holders and convertible notes holders
|
| | | | 455,630 | | | | | | 455,630 | | | | | | 437,541 | | | | | | 437,541 | | |
Concord Public Stockholders
|
| | | | 27,600 | | | | | | 2,571 | | | | | | 27,600 | | | | | | 2,571 | | |
Sponsors and related parties
|
| | | | 7,652 | | | | | | 7,652 | | | | | | 7,652 | | | | | | 7,652 | | |
PIPE shareholders
|
| | | | 41,500 | | | | | | 41,500 | | | | | | 41,500 | | | | | | 41,500 | | |
Total pro forma basic weighted average shares
|
| | | | 532,382 | | | | | | 507,353 | | | | | | 514,293 | | | | | | 489,264 | | |
|
| | |
For the three months ended
March 31, 2021 |
| |
For the year ended December 31, 2020
|
| ||||||||||||||||||
| | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Circle options
|
| | | | 47,204,785 | | | | | | 47,204,785 | | | | | | 53,042,471 | | | | | | 53,042,471 | | |
Circle warrants
|
| | | | 4,179,661 | | | | | | 4,179,661 | | | | | | 4,179,661 | | | | | | 4,179,661 | | |
Circle SeedInvest convertible notes
|
| | | | 4,275,636 | | | | | | 4,275,636 | | | | | | 4,275,636 | | | | | | 4,275,636 | | |
Concord warrants(1)
|
| | | | 14,176,000 | | | | | | 14,176,000 | | | | | | 14,176,000 | | | | | | 14,176,000 | | |
| | | | | 69,836,082 | | | | | | 69,836,082 | | | | | | 75,673,768 | | | | | | 75,673,768 | | |
(USD in millions)
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |||||||||
Total Revenue and USDC Interest Income
|
| | | $ | 115 | | | | | $ | 407 | | | | | $ | 886 | | |
Total Third-Party Transaction Costs
|
| | | $ | 52 | | | | | $ | 150 | | | | | $ | 273 | | |
Total Operating Expenses
|
| | | $ | 163 | | | | | $ | 420 | | | | | $ | 684 | | |
Adjusted EBITDA(1)
|
| | | $ | (76) | | | | | $ | (97) | | | | | $ | 76 | | |
Adjusted EBITDA Margin(2)
|
| | | | — | | | | | | — | | | | | | 10% | | |
Enterprise Value Multiple of
|
| |
High
|
| |
Mean
|
| |
Median
|
| |
Low
|
| ||||||||||||
2022E Revenue
|
| | | | 49.43x | | | | | | 25.00x | | | | | | 17.97x | | | | | | 8.44x | | |
2023E Revenue
|
| | | | 36.07x | | | | | | 19.21x | | | | | | 15.20x | | | | | | 7.07x | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Option
Awards ($)(2) |
| |
Total
($) |
| |||||||||||||||
Jeremy Allaire
Co-Founder and Chief Executive Officer |
| | | | 2020 | | | | | | 400,000 | | | | | | 100,000 | | | | | | 166,372(3) | | | | | | 666,372 | | |
Elisabeth Carpenter
Chief Operating Officer |
| | | | 2020 | | | | | | 350,000 | | | | | | 87,500 | | | | | | 1,622,943(3) | | | | | | 2,060,443 | | |
Flavia Naves
General Counsel(4) |
| | | | 2020 | | | | | | 91,250 | | | | | | 52,750 | | | | | | 573,132 | | | | | | 717,132 | | |
| | |
Severance Benefits –
Qualifying Termination* Not in Connection with a Change in Control |
| ||||||
| | |
Severance
|
| |
Company-Subsidized
Benefits Continuation |
| |
Post-Termination
Exercise Period |
|
CEO
|
| |
1.5x – annual base salary
plus annual target bonus |
| |
12 months
|
| |
N/A
|
|
Tier 2 Participants
(includes Ms. Carpenter) |
| |
1x – annual base salary
plus pro-rated annual target bonus |
| |
12 months
|
| |
9 months
|
|
Tier 3 Participants
(includes Ms. Naves) |
| |
0.75x – annual base
salary plus pro-rated annual target bonus |
| |
6 months
|
| |
6 months
|
|
| | |
Severance Benefits –
Qualifying Termination** in Connection with a Change in Control |
| |||||||||
| | |
Severance
|
| |
Company-Subsidized
Benefits Continuation |
| |
Equity
Acceleration *** |
| |
Post-Termination
Exercise Period |
|
CEO
|
| |
2x – annual base
salary plus pro- rated target bonus |
| |
24 months
|
| |
100%
|
| |
N/A
|
|
Tier 2 Participants
(includes Ms. Carpenter) |
| |
1.5x – annual base
salary plus pro -rated annual target bonus |
| |
18 months
|
| |
100%
|
| |
12 months
|
|
Tier 3 Participants
(includes Ms. Naves) |
| |
1x – annual base
salary plus pro- rated annual target bonus |
| |
12 months
|
| |
100%
|
| |
12 months
|
|
| | |
Option awards(1)
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant date
|
| |
Vesting
commencement date |
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| ||||||||||||
Jeremy Allaire
|
| |
9/11/2018
|
| |
9/11/2018
|
| | | | — | | | | | | 611,142(2) | | | | | | 0.08 | | | | | | 9/11/2028 | | |
| | |
1/16/2020
|
| |
1/1/2020
|
| | | | — | | | | | | 616,667(2) | | | | | | 0.08 | | | | | | 1/16/2030 | | |
Elisabeth Carpenter
|
| |
7/31/2017
|
| |
7/27/2017
|
| | | | 15,801 | | | | | | 110,603(2) | | | | | | 0.08 | | | | | | 7/31/2027 | | |
| | |
6/24/2019
|
| |
7/1/2019
|
| | | | — | | | | | | 187,292(2) | | | | | | 0.08 | | | | | | 6/24/2029 | | |
| | |
1/16/2020
|
| |
1/1/2020
|
| | | | — | | | | | | 693,750(2) | | | | | | 0.08 | | | | | | 1/16/2030 | | |
| | |
08/27/2020
|
| |
08/1/2020
|
| | | | — | | | | | | 2,277,207(2) | | | | | | 0.08 | | | | | | 8/27/2030 | | |
Flavia Naves
|
| |
11/5/2020
|
| |
9/21/2020
|
| | | | — | | | | | | 500,000(3) | | | | | | 0.08 | | | | | | 11/5/2030 | | |
Name
|
| |
Fees Earned or Paid in Cash ($)
|
| |
Option Awards ($)(1)
|
| |
All Other Compensation ($)
|
| |
Total ($)
|
| ||||||||||||
M. Michele Burns(2)
|
| | | | — | | | | | | 447,592(3) | | | | | | — | | | | | | 447,592 | | |
Raj Date(4)
|
| | | | 50,000 | | | | | | 429,535(3) | | | | | | — | | | | | | 479,535 | | |
P. Sean Neville(5)
|
| | | | — | | | | | | 288,313(3) | | | | | | — | | | | | | 288,313 | | |
David Orfao(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Quan Zhou(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Annual Retainer for Board Membership | | | | | | | |
|
Annual service on the board of directors
|
| | | $ | 50,000 | | |
|
Additional retainer for annual service as a lead director of the board of directors
|
| | | $ | 30,000 | | |
| Additional Annual Retainer for Committee Membership | | | | | | | |
|
Annual service as audit committee chairperson
|
| | | $ | 25,000 | | |
|
Annual service as member of the audit committee (other than chair)
|
| | | $ | 10,000 | | |
|
Annual service as compensation committee chairperson
|
| | | $ | 20,000 | | |
|
Annual service as member of the compensation committee (other than chair)
|
| | | $ | 7,500 | | |
|
Annual service as nominating and governance committee chairperson
|
| | | $ | 15,000 | | |
|
Annual service as member of the nominating and governance committee (other than chair)
|
| | | $ | 5,000 | | |
| | |
Year ended December 31,
|
| |
Three months ended March 31,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except Total Circle Accounts and Transacting Circle API Customers)
|
| |||||||||||||||||||||
Key operating data: | | | | | | | | | | | | | | | | | | | | | | | | | |
USDC in Circulation
|
| | | | 4,008,397 | | | | | | 519,629 | | | | | | 11,141,404 | | | | | | 692,955 | | |
Total Transaction Volume
(combined on-chain and fiat) |
| | | $ | 10,080,936 | | | | | $ | 2,181,570 | | | | | $ | 44,798,667 | | | | | $ | 851,573 | | |
Total Circle Accounts
|
| | | | 714 | | | | | | 182 | | | | | | 1,062 | | | | | | 241 | | |
Transacting Circle API Customers
|
| | | | 32 | | | | | | — | | | | | | 46 | | | | | | — | | |
Closed Investment Volume (SI)
|
| | | $ | 74,387 | | | | | $ | 28,536 | | | | | $ | 24,304 | | | | | $ | 6,630 | | |
GAAP financial data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 3,790 | | | | | $ | (178,565) | | | | | $ | (9,440) | | | | | $ | (106) | | |
Non-GAAP financial data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA
|
| | | $ | (15,709) | | | | | $ | (55,572) | | | | | $ | (3,242) | | | | | $ | (7,421) | | |
| | |
Three months ended March 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Revenue and USDC interest income | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury Services
|
| | | $ | 11,465 | | | | | | — | | | | | $ | 11,465 | | | | | | n.m | | |
USDC interest income
|
| | | | 3,168 | | | | | | 1,289 | | | | | | 1,879 | | | | | | 145.8% | | |
SeedInvest revenue
|
| | | | 2,641 | | | | | | 813 | | | | | | 1,828 | | | | | | 224.8% | | |
Total revenue and USDC interest income from continuing operations
|
| | | | 17,274 | | | | | | 2,102 | | | | | | 15,172 | | | | | | 721.8% | | |
Third-party transaction costs | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury Services costs
|
| | | | 6,951 | | | | | | — | | | | | | 6,951 | | | | | | n.m | | |
USDC income sharing and transaction costs
|
| | | | 2,024 | | | | | | 601 | | | | | | 1,423 | | | | | | 236.8% | | |
Total third-party transaction costs
|
| | | | 8,975 | | | | | | 601 | | | | | | 8,374 | | | | | | n.m | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation expenses
|
| | | | 7,015 | | | | | | 5,342 | | | | | | 1,673 | | | | | | 31.3% | | |
General and administrative expenses
|
| | | | 5,466 | | | | | | 3,900 | | | | | | 1,566 | | | | | | 40.2% | | |
Depreciation and amortization expense
|
| | | | 934 | | | | | | 1,152 | | | | | | (218) | | | | | | -18.9% | | |
IT infrastructure costs
|
| | | | 933 | | | | | | 1,072 | | | | | | (139) | | | | | | -13.0% | | |
Marketing and advertising expenses
|
| | | | 229 | | | | | | 111 | | | | | | 118 | | | | | | 106.3% | | |
Digital assets impairment
|
| | | | 9 | | | | | | 151 | | | | | | (142) | | | | | | -94.0% | | |
Total operating expenses
|
| | | | 14,586 | | | | | | 11,728 | | | | | | 2,858 | | | | | | 24.4% | | |
Operating loss from continuing operations
|
| | | | (6,287) | | | | | | (10,227) | | | | | | 3,940 | | | | | | -38.5% | | |
| | |
Three months ended March 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Other income, net
|
| | | | 684 | | | | | | 5,537 | | | | | | (4,853) | | | | | | -87.6% | | |
Net loss before income taxes
|
| | | | (5,603) | | | | | | (4,690) | | | | | | (913) | | | | | | 19.5% | | |
Income tax expense/(benefit for income taxes)
|
| | | | 3,852 | | | | | | (3,791) | | | | | | 7,643 | | | | | | -201.6% | | |
Net loss from continuing operations
|
| | | | (9,455) | | | | | | (899) | | | | | | (8,555) | | | | | | 951.4% | | |
Discontinued operations, net of taxes | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain from operations of discontinued Circle Trade business
|
| | | | — | | | | | | 60 | | | | | | (60) | | | | | | n.m | | |
Gain from operations of discontinued Circle Invest business (including gain on disposal of $0.6 million for the three months ended March 31, 2020)
|
| | | | 15 | | | | | | 733 | | | | | | (718) | | | | | | -98.0% | | |
Net loss
|
| | | | (9,440) | | | | | | (106) | | | | | | (9,334) | | | | | | n.m. | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Revenue and USDC interest income | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury Services
|
| | | $ | 2,589 | | | | | | — | | | | | $ | 2,589 | | | | | | n.m | | |
USDC interest income
|
| | | | 4,435 | | | | | | 6,232 | | | | | | (1,797) | | | | | | -28.8% | | |
SeedInvest revenue
|
| | | | 8,417 | | | | | | 3,191 | | | | | | 5,226 | | | | | | 163.8% | | |
Total revenue and USDC interest income from continuing operations
|
| | | | 15,441 | | | | | | 9,423 | | | | | | 6,018 | | | | | | 63.9% | | |
Third-party transaction costs | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction and Treasury Services costs
|
| | | | 785 | | | | | | — | | | | | | 785 | | | | | | n.m | | |
USDC income sharing and transaction costs
|
| | | | 2,826 | | | | | | 4,908 | | | | | | (2,082) | | | | | | -42.4% | | |
Total third-party transaction costs
|
| | | | 3,611 | | | | | | 4,908 | | | | | | (1,297) | | | | | | -26.4% | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation expenses
|
| | | | 18,932 | | | | | | 43,460 | | | | | | (24,528) | | | | | | -56.4% | | |
General and administrative expenses
|
| | | | 13,916 | | | | | | 19,120 | | | | | | (5,204) | | | | | | -27.2% | | |
Depreciation and amortization expense
|
| | | | 4,500 | | | | | | 4,495 | | | | | | 5 | | | | | | 0.1% | | |
IT infrastructure costs
|
| | | | 3,716 | | | | | | 5,823 | | | | | | (2,107) | | | | | | -36.2% | | |
Digital assets impairment
|
| | | | 1,256 | | | | | | — | | | | | | 1,256 | | | | | | n.m | | |
Marketing and advertising expenses
|
| | | | 400 | | | | | | 879 | | | | | | (479) | | | | | | -54.5% | | |
Goodwill impairment
|
| | | | — | | | | | | 13,947 | | | | | | (13,947) | | | | | | -100.0% | | |
Total operating expenses
|
| | | | 42,720 | | | | | | 87,724 | | | | | | (45,004) | | | | | | -51.3% | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||
Operating loss from continuing operations
|
| | | | (30,890) | | | | | | (83,209) | | | | | | 52,319 | | | | | | -62.9% | | |
Other income, net
|
| | | | 13,692 | | | | | | 64,660 | | | | | | (50,968) | | | | | | -78.8% | | |
Net loss before income taxes
|
| | | | (17,198) | | | | | | (18,549) | | | | | | 1,351 | | | | | | -7.3% | | |
Income tax expense/(benefit for income taxes)
|
| | | | 115 | | | | | | 7,731 | | | | | | (7,616) | | | | | | -98.5% | | |
Net loss from continuing operations
|
| | | | (17,313) | | | | | | (26,280) | | | | | | 8,967 | | | | | | -34.1% | | |
Discontinued operations, net of taxes | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain (loss) from operations of discontinued Circle Trade business (including gain on disposal of $1.9 million and income tax expense of $0.9 million for the year ended December 31, 2019)
|
| | | | (58) | | | | | | 3,268 | | | | | | (3,326) | | | | | | -101.8% | | |
Gain (loss) from operations of discontinued Poloniex business
(including loss on disposal of $156.8 million for the year ended December 31, 2019) |
| | | | 20,431 | | | | | | (155,796) | | | | | | 176,227 | | | | | | -113.1% | | |
Gain from operations of discontinued Circle Invest business (including gain on disposal of $0.6 million for the year ended December 31, 2020 and income tax expense of $0 million for the year ended December 31, 2019)
|
| | | | 730 | | | | | | 243 | | | | | | 487 | | | | | | 200.4% | | |
Net Income (loss)
|
| | | | 3,790 | | | | | | (178,565) | | | | | | 182,355 | | | | | | -102.1% | | |
|
| | |
Three months ended March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Net loss from continuing operations
|
| | | $ | (9,455) | | | | | $ | (899) | | |
Adjusted for: | | | | | | | | | | | | | |
Depreciation and amortization expense
|
| | | | 934 | | | | | | 1,152 | | |
Interest expense, net of amortization of discounts and premiums
|
| | | | 1,268 | | | | | | 445 | | |
Interest income(1)
|
| | | | (3) | | | | | | (36) | | |
Income tax expense/(benefit for income taxes)
|
| | | | 3,852 | | | | | | (3,791) | | |
EBITDA
|
| | | | (3,404) | | | | | | (3,129) | | |
Adjusted for: | | | | | | | | | | | | | |
Stock compensation expense
|
| | | | 474 | | | | | | 699 | | |
Impairment of goodwill, intangible assets, and digital assets
|
| | | | 9 | | | | | | 151 | | |
Legal expense(2)
|
| | | | 829 | | | | | | 726 | | |
Realized and unrealized (gains) losses, net, on equity investments(3)
|
| | | | (12,394) | | | | | | 96 | | |
(Gain) loss on disposal of assets(4)
|
| | | | (5,525) | | | | | | 12 | | |
Unrealized (gains) losses on liabilities at fair value (convertible debt,
warrants)(5) |
| | | | 13,300 | | | | | | (5,409) | | |
| | |
Three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Foreign currency exchange (gain) loss
|
| | | | 175 | | | | | | (31) | | |
Transaction expenses(6)
|
| | | | 3,451 | | | | | | — | | |
Other miscellaneous income(7)
|
| | | | (157) | | | | | | (536) | | |
Adjusted EBITDA
|
| | | | (3,242) | | | | | | (7,421) | | |
|
| | |
Year ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Net loss from continuing operations
|
| | | $ | (17,313) | | | | | $ | (26,280) | | |
Adjusted for: | | | | | | | | | | | | | |
Depreciation and amortization expense
|
| | | | 4,500 | | | | | | 4,495 | | |
Interest expense, net of amortization of discounts and premiums
|
| | | | 3,363 | | | | | | 3,453 | | |
Interest income(1)
|
| | | | (199) | | | | | | (417) | | |
Income tax expense
|
| | | | 115 | | | | | | 7,731 | | |
EBITDA
|
| | | | (9,534) | | | | | | (11,018) | | |
Adjusted for: | | | | | | | | | | | | | |
Stock compensation expense
|
| | | | 3,583 | | | | | | 6,872 | | |
Impairment of goodwill, intangible assets, and digital assets
|
| | | | 1,256 | | | | | | 13,947 | | |
Legal expense(2)
|
| | | | 2,277 | | | | | | 511 | | |
Realized and unrealized gains, net, on equity investments(3)
|
| | | | (12,451) | | | | | | (2,000) | | |
(Gain) loss on disposal of assets(4)
|
| | | | (165) | | | | | | 6 | | |
Unrealized (gains) losses on liabilities at fair value (convertible debt, warrants)(5)
|
| | | | 3,624 | | | | | | (61,884) | | |
Foreign currency exchange (gain) loss
|
| | | | 138 | | | | | | (407) | | |
Other miscellaneous income(6)
|
| | | | (4,437) | | | | | | (1,599) | | |
Adjusted EBITDA
|
| | | | (15,709) | | | | | | (55,572) | | |
| | |
Three months ended March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Net cash (used in) operating activities
|
| | | $ | (3,537) | | | | | $ | (9,055) | | |
Net cash provided by (used in) investing activities
|
| | | | 24,785 | | | | | | 1,970 | | |
Net cash provided by financing activities
|
| | | | 7,176,735 | | | | | | 198,971 | | |
| | |
Year ended December 31,
|
| | |||||||||||
| | |
2020
|
| |
2019
|
| | ||||||||
| | |
(in thousands)
|
| | | | |||||||||
Net cash (used in) operating activities
|
| | | $ | (14,923) | | | | | $ | (59,701) | | | | ||
Net cash provided by (used in) investing activities
|
| | | | (17,934) | | | | | | 37,225 | | | | ||
Net cash provided by financing activities
|
| | | | 3,526,936 | | | | | | 242,657 | | | |
Participant
|
| |
Principal Amount of
Warrant ($) |
| |
Principal Amount of Note
($) |
| ||||||
General Catalyst Group VI, L.P.(1)
|
| | | | N/A | | | | | | 1,000,000 | | |
Breyer Capital L.L.C.(2)
|
| | | | 2,666,666.67 | | | | | | 4,000,000 | | |
Wide Palace Limited(3)
|
| | | | 30,000,000 | | | | | | 45,000,000 | | |
Accel XI L.P.(4)
|
| | | | N/A | | | | | | 846,500 | | |
Participant
|
| |
Series E
Preferred Shares Issued upon Conversion of Convertible Promissory Notes |
| |||
General Catalyst Group VI, L.P.(1)
|
| | | | 82,152 | | |
Breyer Capital L.L.C.(2)
|
| | | | 328,609 | | |
Wide Palace Limited(3)
|
| | | | 3,696,857 | | |
Accel XI L.P.(4)
|
| | | | 69,542 | | |
Name
|
| |
Age
|
| |
Title
|
|
Bob Diamond | | |
70
|
| | Chairman of the Board | |
Jeff Tuder | | |
48
|
| | Chief Executive Officer | |
Michele Cito | | |
32
|
| | Chief Financial Officer | |
David Schamis | | |
47
|
| | Director | |
Peter Ort | | |
50
|
| | Director | |
Thomas King | | |
60
|
| | Director | |
Larry Leibowitz | | |
61
|
| | Director | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Executive Officers: | | | | | | | |
Jeremy Allaire | | | 50 | | | Chief Executive Officer, President and Director | |
Jeremy Fox-Geen | | | 48 | | | Chief Financial Officer | |
Elisabeth Carpenter | | | 55 | | | Chief Operating Officer | |
Flavia Naves | | | 47 | | | General Counsel | |
Dante Disparte | | | 44 | | | Chief Strategy Officer and Head of Global Policy | |
Directors: | | | | | | | |
M. Michele Burns | | | 63 | | | Director | |
Raj Date | | | 50 | | | Director | |
Bob Diamond | | | 70 | | | Director | |
P. Sean Neville | | | 50 | | | Director | |
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
Authorized Capital
|
| |||
| Concord’s amended and restated certificate of incorporation authorizes 221,000,000 shares, par value US$0.0001 per share, consisting of 220,000,000 shares of Concord common stock, including 200,000,000 shares of Concord Class A Common Stock and 20,000,000 shares of Concord Class B Common Stock, and 1,000,000 shares of preferred stock, par value US$0.001 per share. | | | At Closing, Topco’s authorized share capital will be US$2,100,000 and €25,000 divided into 1,600,000,000 ordinary shares of US$0.001 each (nominal value) (i.e., the Topco Ordinary Shares), 500,000,000 preference shares of US$0.001 each (nominal value) and 25,000 euro deferred shares of €1.00 each (nominal value). | |
|
Voting Rights
|
| |||
| Concord’s amended and restated certificate of incorporation provides that except as otherwise required by law or such certificate of incorporation, the holders of shares of Concord common stock (including the Concord Class A Common Stock and the Concord Class B Common Stock) are entitled to one vote per share on each matter properly submitted to the stockholders on which such holders are entitled to vote. | | | The Topco Constitution provides that each Topco Ordinary Shareholder is entitled to one vote for each Topco Ordinary Share held by him or her on the record date of the relevant general meeting. | |
|
Quorum and Adjournment
|
| |||
| Concord’s bylaws provide that except otherwise provided by applicable law, Concord’s certificate of incorporation or specific provision of Concord’s bylaws, the presence, in person or by proxy, of the holders of shares of outstanding stock of Concord representing a majority of the voting power of all outstanding shares of stock of Concord entitled to vote at such meeting constitutes a quorum sufficient for the transaction of business at such meeting. | | | The Topco Constitution provides that no business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. A quorum comprises Topco shareholders, represented in person or by proxy, who together are entitled to cast at least the majority of the voting rights of all the Topco shareholders entitled to vote at the relevant general meeting on a poll. | |
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
If a quorum is not present in person or by proxy at a meeting of stockholders of Concord, the chairman of the meeting may adjourn the meeting from time to time as provided in Concord’s bylaws until a quorum shall attend.
Concord’s bylaws provide that notice of an adjourned meeting of Concord’s stockholders need not be given if the date, time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjournment are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, notice of the adjourned meeting is required to be given to each stockholder of record entitled to vote at the meeting. If, after adjournment, a new record date for stockholders entitled to vote is fixed for the adjourned meeting, Concord’s board of directors is required to fix a new record date for notice of such adjourned meeting and Concord is required to give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
At the adjourned meeting, any business which might have been transacted at the original meeting may be transacted.
|
| |
If a quorum is not present, the meeting, if convened on the requisition of Topco shareholders, shall be dissolved and, in any other case, shall stand adjourned to the same day in the next week or to such other time and place as the chairperson of the meeting may determine.
If a quorum is present, the chairperson of the meeting may, with the consent of the meeting, adjourn the meeting from time to time (or indefinitely).
No business may be transacted at any adjourned meeting other than the business which might have properly been transacted at the meeting from which the adjournment took place.
|
|
|
Number of Directors and Composition of Board of Directors
|
| |||
|
Concord’s certificate of incorporation provides that other than any directors who may be elected by the holders of one or more series of preferred stock of Concord, the number of directors shall be fixed from time to time exclusively by the Concord board of directors pursuant to a resolution adopted by a majority of the Concord board of directors.
The Concord amended and restated certificate of incorporation provides that the Concord board of directors shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The Concord amended and restated certificate of incorporation provides that the Class I directors serve until the first annual meeting of stockholders following December 7, 2020, the Class II directors serve until the second annual meeting of stockholders following such date and the Class III directors serve until the third annual meeting of stockholders following such date.
|
| |
The Topco Constitution provides that the number of Topco directors shall be not more than 15 and not less than two, with the exact number of Topco directors, from time to time, determined solely by the Topco Board may determine from time to time. From Closing, there will be seven directors on the Topco Board.
The Topco Board shall be divided into three classes, designated Class I, Class II and Class III, with the directors of each class serving for staggered three-year terms. At Closing, Class I shall consist of two directors, Class II shall consist of three directors and Class III shall consist of two directors. The Class I directors shall be appointed to serve as directors until the conclusion of Topco’s 2022 annual general meeting, the Class II directors shall be appointed to serve as directors until the conclusion of Topco’s 2023 annual general meeting and Class III directors shall be appointed to serve as directors until the conclusion of Topco’s 2024 annual general meeting.
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
| Concord’s certificate of incorporation provides that if the number of directors constituting the board of directors is changed, any increase or decrease shall be apportioned by the Concord board of directors among the classes so as to maintain the number of directors in each class as nearly equal as possible. Concord’s certificate of incorporation provides that no decrease in the number of directors constituting the board of directors is permitted to shorten the term of any incumbent director. | | | If the size of the Topco Board is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Topco directors in each class as nearly equal as possible or as the chairperson of the Topco Board may otherwise direct, provided that a decrease will not shorten the term of any incumbent Topco director. | |
|
Appointment of Directors
|
| |||
|
Concord’s certificate of incorporation provides that, except as otherwise required by law or specific provision of such certificate of incorporation, the holders of the Concord Class A Common Stock and the holders of the Concord Class B Common Stock, voting together as a single class, have the exclusive right to vote for the election of directors.
Concord’s certificate of incorporation provides that, subject to the rights of any series of preferred stock of Concord, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.
Concord’s certificate of incorporation provides that notwithstanding any other provision of Concord’s certificate of incorporation, prior to the closing of Concord’s initial business combination, the holders of Concord Class B Common Stock have the exclusive right to elect, remove and replace any director, and the holders of Concord Class A Common Stock have no right to vote on the election, removal or replacement of any director.
Concord’s certificate of incorporation provides that, except for directors elected by one or more series of Concord preferred stock, voting separately as a single class or series, newly created directorships resulting from an increase in the number of directors and any vacancies on the Concord board of directors may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director (and not by the stockholders).
|
| |
The Topco Constitution provides that the Topco directors may be appointed by ordinary resolution of the Topco shareholders in general meeting.
In the event of a contested election (i.e., where the number of Topco director nominees exceeds the number of Topco directors to be elected), each of those nominees shall be voted upon as a separate resolution and the Topco directors shall be elected by a plurality of the votes cast in person or by proxy at any such meeting. “Elected by a plurality” means the election of those Topco director nominees equaling in number the number of positions to be filled at the relevant general meeting that receive the highest number of votes.
The Topco Constitution also provides that the Topco Board may appoint any person who is willing to act as a Topco director, either to fill a vacancy or as an addition to the existing Topco Board or as a successor to a Topco director who is not re-elected at an annual general meeting
|
|
|
Removal of Directors
|
| |||
| Concord’s certificate of incorporation provides that other than directors elected by one or more series of Concord preferred stock, voting separately as a single class or series, any or all of the directors may be removed from office only for cause and only by the affirmative vote of the holders of a majority of | | | Under Irish law, Topco shareholders may remove a director without cause by ordinary resolution, provided that at least 28 clear days’ notice of the resolution is given to Topco, and the Topco shareholders comply with the relevant procedural requirements. Under Irish law, one or more | |
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
the voting power of all of the then outstanding shares of stock of Concord entitled to vote generally in the election of directors, voting together as a single class.
Concord’s certificate of incorporation provides that notwithstanding any other provision of Concord’s certificate of incorporation, prior to the closing of Concord’s initial business combination, the holders of Concord Class B Common Stock have the exclusive right to remove any director, and the holders of Concord Class A Common Stock have no right to vote on the removal of any director.
|
| | shareholders representing not less than 10% of the paid-up share capital of Topco carrying voting rights may requisition the holding of an extraordinary general meeting at which a resolution to remove a director and appoint another person in his or her place may be proposed. | |
|
Fiduciary Duties of Directors
|
| |||
|
Under Delaware law, the directors of Concord owe the fiduciary duties of loyalty (encompassing good faith) and care to all of Concord’s stockholders.
The DGCL permits a Delaware corporation to include in its certificate of incorporation to contain a provision limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, acts or omissions not in good faith, involving intentional misconduct or a knowing violation of law, unlawful repurchases, redemptions or dividends, or transactions from which the director derived an improper personal benefit. Concord’s certificate of incorporation contains such provision.
The DGCL permits a Delaware corporation to renounce, in its certificate of incorporation, any interest or expectancy of the corporation in, or being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders. Concord’s certificate of incorporation provides that to the extent allowed by law, the corporate opportunity doctrine shall not apply to Concord or any of its officers or directors or any of their affiliates where the application of such doctrine would conflict with any fiduciary duties or contractual obligations such persons had as of December 7, 2021 and that Concord renounces any expectancy that any of Concord’s directors or officers will offer any such corporate opportunity of which he or she becomes aware to Concord, except that the corporate opportunity doctrine shall apply with respect to any of Concord’s directors or officers only with respect to a corporate opportunity that is offered to him or her solely in his or her capacity as a director or
|
| |
Under Irish law, a fiduciary relationship exists between the Topco directors and Topco, whereby the Topco directors serve as fiduciaries with respect to the care of the Topco’s property and interests. The Irish Companies Act sets out eight principal fiduciary duties for directors, derived from common law and equitable principles which have been developed by the courts in Ireland over many years. The eight principal fiduciary duties are:
(i)
to act in good faith in what the director considers to be the interests of the company;
(ii)
to act honestly and responsibly in relation to the conduct of the affairs of the company;
(iii)
to act in accordance with the company’s memorandum of association and articles of association and to exercise his or her powers only for the purposes allowed by law;
(iv)
not to use the company’s property, information or opportunities for his or her own benefit, or that of anyone else;
(v)
not to agree to restrict the director’s power to exercise an independent judgement;
(vi)
to avoid conflict of interest;
(vii)
to exercise due care, skill and diligence; and
(viii)
to have regard to the interests of the company’s employees in general and its shareholders.
Such duties are owed by the Topco directors to Topco (not to individual Topco shareholders or third parties) and only Topco may take an action for breach of duty against a Topco director. Upon liquidation, this power may be exercised by the liquidator. In limited situations, Topco shareholders may be able to bring a derivative action on behalf of Topco.
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
officer of Concord and such opportunity is one Concord is legally and contractually permitted to undertake and would otherwise be reasonable for it to pursue and that the director or officer is permitted to refer that opportunity to Concord without violating any legal obligations.
In limited circumstances, Concord’s stockholders may be able to bring derivative actions on behalf of Concord.
|
| | | |
|
Director Nominations by Stockholders and Shareholders
|
| |||
|
Concord’s bylaws provide that nominations of individuals for election to Concord’s board of directors at any annual meeting of stockholders or any special meeting of stockholders called for the purpose of electing directors may be made (i) by or at the direction of the board of directors or (ii) by any stockholder who complies with the nomination procedures established by Concord’s bylaws and who is a stockholder of record at appropriate time or times provided in Concord’s bylaws.
For a nomination to be made by a stockholder pursuant to Concord’s bylaws, the stockholder must give timely notice in proper written form to Concord’s secretary. To be timely, the notice must be delivered in accordance with Concord’s bylaws (i) in the case of an annual meeting of stockholders, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (provided that if the annual meeting is more than 30 days before or more than 70 days after such anniversary date, the stockholder’s notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of either the close of business on the 90th day before the annual meeting or the close of business on the 10th day following the day on which pubic announcement of the date of the annual meeting was first made by Concord) and (ii) in the case of a special meeting called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by Concord.
The notice must set forth, among other things, the information relating to the nominee that would be required to be disclosed in a proxy statement or other filing filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange
|
| |
The Topco Constitution provides that, in the case of a resolution proposed to be moved at an annual general meeting (including a resolution to appoint a director), Topco Shareholders must deliver a request in writing to the secretary of Topco not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (subject to adjustment if the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary, as provided for in the Topco Constitution).
The request shall set forth, amongst other requirements, all information related to the proposed nominee for director that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required by Regulation 14A of the Exchange Act, including the person’s written consent to being named in the proxy statement and to serving as director if elected.
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
| Act and the rules and regulations promulgated thereunder and must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. | | | | |
|
Action by Stockholders and Shareholders
|
| |||
|
Concord’s certificate of incorporation provides that, subject to the rights of any series of preferred stock of Concord, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.
Concord’s bylaws provide that all other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, Concord’s certificate of incorporation or bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.
Concord’s certificate of incorporation provides that other than directors elected by one or more series of Concord preferred stock, voting separately as a single class or series, any or all of the directors may be removed from office only for cause and only by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of stock of Concord entitled to vote generally in the election of directors, voting together as a single class.
|
| |
Except where a greater majority is required by the Irish Companies Act or otherwise prescribed by the Topco Constitution, any question, business or resolution proposed at any general meeting shall be decided by a resolution approved by a simple majority of votes cast, in person or by proxy, at a general meeting of Topco shareholders at which a quorum is present (referred to under Irish law as an “ordinary resolution”).
An ordinary resolution is needed, among other matters, to appoint a Topco director (where the appointment is by Topco shareholders), to remove a Topco director and to provide, vary or renew the Topco directors’ authority to allot relevant securities.
Irish law requires approval of certain matters by a resolution approved by not less than 75% of the votes cast, in person or by proxy, at a general meeting of shareholders at which a quorum is present (referred to under Irish law as a “special resolution”).
A special resolution is needed, among other matters, to amend the Topco Constitution, to dis-apply statutory pre-emption rights on the issuance of equity securities of Topco and to reduce Topco’s company capital.
|
|
|
Dividends and Distributions
|
| |||
|
Under the DGCL, the board of directors, subject to any restrictions in the corporation’s certificate of incorporation, may declare and pay dividends out of (i) surplus of the corporation, which is defined as net assets less capital (as each is defined in the DGCL), or (ii) if no surplus exists, out of the net profits of the corporation for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
The DGCL also provides that if the capital of the corporation has been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the board of directors may not declare and pay dividends out of the
|
| |
Under Irish law, Topco may only pay dividends and make other distributions (and, generally, make share repurchases and redemptions) out of distributable profits.
In addition, no dividend may be paid or other distribution, share repurchase or redemption made by Topco unless the net assets of Topco are equal to, or exceed, the aggregate of Topco’s called-up share capital plus its un-distributable reserves and the dividend or other distribution, share repurchase or redemption does not reduce Topco’s net assets below such aggregate.
The Topco Constitution authorizes the Topco Board to pay such dividends as appears to the Topco Board to be justified by the profits of Topco.
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
corporation’s net profits until the deficiency in the capital has been repaired.
Under the DGCL, a corporation may purchase or redeem its own shares, except that, generally, it may not purchase or redeem such shares if such repurchase or redemption would impair the capital of the corporation. A corporation may, however, purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets to a preference over another class or series of its stock if such shares will be retired and the capital reduced as provided in the DGCL.
Concord’s certificate of incorporation provides that Concord will provide all Public Stockholders with the opportunity to have their Public Shares redeemed in connection with the Business Combination, subject to the limitations set forth therein, for cash equal to the applicable redemption price per share; provided, however, that Concord will not redeem Public Shares to the extent that such redemption would result in Concord’s failure to have net tangible assets of at least $5,000,001 immediately prior to or upon the consummation of the Business Combination or any greater net tangible asset or cash requirement which may be contained in the Business Combination Agreement.
|
| | The Topco Board may also recommend a dividend to be approved and declared by the Topco shareholders at a general meeting, provided that no such dividend may exceed the amount recommended by the Board. | |
|
Stockholder and Shareholder Proposals
|
| |||
|
Concord’s bylaws provide that no business (other than nominations of individuals for election as directors) may be transacted at an annual meeting of stockholders other than business that is either (i) specified in Concord’s notice of the meeting (or any supplement thereto), (ii) otherwise brought before the annual meeting by or at the direction of Concord’s board of directors or (iii) otherwise properly brought before the annual meeting by a stockholder who complies with the procedures established by Concord’s bylaws and who is a stockholder of record at appropriate time or times provided in Concord’s bylaws.
For a business (other than nominations) to be brought before an annual meeting by a stockholder pursuant to Concord’s bylaws, the stockholder must give timely notice in proper written form to Concord’s secretary and such business must otherwise be a proper matter for stockholder action. To be timely, the notice must be delivered in accordance with Concord’s bylaws not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding
|
| |
The Topco Constitution provides that, in the case of a resolution proposed to be moved at an annual general meeting (including a resolution to appoint a director), Topco Shareholders must deliver a request in writing to the secretary of Topco not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (subject to adjustment if the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary, as provided for in the Topco Constitution).
In a request, other than for the nomination of directors, the relevant Topco shareholder must, among other matters, provide a comprehensive description of the business to be brought at the meeting, the reasons for conducting such business at the meeting, the complete text of any proposed resolution and a declaration of any material interest in such business by the shareholder and any associated persons.
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
annual meeting of stockholders (provided that if the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of the close of business on the 90th day before the meeting or the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by Concord).
The notice must set forth, among other things, a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend Concord’s bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting. The notice must also set forth any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business.
|
| | | |
|
Amendments to Governing Documents
|
| |||
|
Under the DGCL, a certificate of incorporation may be amended if (i) the board of directors adopts resolutions setting forth the proposed amendment, declaring the advisability of the amendment and directing that the amendment be submitted to a vote at a meeting of stockholders and (ii) the holders of at least a majority of shares of stock entitled to vote, voting as a single class, approve the amendment, unless the certificate of incorporation requires the vote of a greater number of shares.
In addition, under the DGCL, class voting rights exist with respect to amendments to the certificate of incorporation that increase or decrease the aggregate number of authorized shares of a class of stock, increase or decrease the par value of the shares of a class or stock or that alter or changes the powers, preferences or special rights of the shares of a class so as to affect them adversely. Class voting rights do not exist as to other matters, unless the certificate of incorporation expressly provides otherwise.
Article IX of Concord’s certificate of incorporation — captioned “Business Combination Requirements; Existence” — provides that no amendment to such article shall be effective prior to the consummation of Concord’s initial business combination unless approved by the affirmative vote
|
| | Under Irish law, a special resolution of the shareholders is required to amend any provision of the Topco Constitution. The Topco Board does not have the power to amend the Topco Constitution. | |
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
of the holders of at least 662∕3% of all then outstanding shares of Concord common stock.
Under the DGCL, the board of directors may amend a corporation’s bylaws if so empowered in the certificate of incorporation. Concord’s certificate of incorporation empowers Concord’s board of directors to amend Concord’s bylaws by the affirmative vote of a majority of the board of directors. The stockholders of a Delaware corporation also have the power to amend bylaws.
|
| | | |
|
Special Meetings of Stockholders and Shareholders
|
| |||
|
Under the DGCL, meetings of stockholders may be called by or in the manner provided in the certificate of incorporation or the bylaws or, if not so provided, by the board of directors.
Concord’s certificate of incorporation and bylaws provide that, subject to the rights of the holders of any series of preferred stock of Concord, a special meeting of the stockholders may be called only by the chairman of the board of directors, the chief executive officer or Concord’s board of directors pursuant to a resolution adopted by a majority of the board of directors, and may not be called by any other person.
Concord’s bylaws provide that only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to Concord’s notice of meeting.
|
| |
Under Irish law, all general meetings other than annual general meetings are called extraordinary general meetings.
As provided under Irish law and the Topco Constitution, extraordinary general meetings may be convened: (i) by the Topco Board whenever it thinks fit, (ii) by the Topco Board on the requisition of Topco shareholders holding not less than 10% of the paid-up share capital of Topco carrying voting rights, and, if the Topco Board defaults, by the requisitioning shareholders themselves and (iii) in exceptional cases, by order of the High Court of Ireland.
No business may be transacted at an extraordinary general meeting other than business that: (i) is proposed by, or at the direction of the Topco directors, (ii) is proposed by the requisitioning shareholders in accordance with the Irish Companies Act, (iii) is proposed at the direction of the High Court of Ireland or (iv) the chairperson of the general meeting determines in his, or her, sole and absolute discretion may properly be regarded as within the scope of the meeting.
|
|
|
Notice of Meetings of Stockholders and Shareholders
|
| |||
|
Concord’s bylaws provide that the annual meeting of stockholders shall be called by the board of directors.
Concord’s bylaws require notice of a meeting of stockholders to be given not less than 10 nor more than 60 days before the date of the meeting unless otherwise provided by the DGCL.
|
| |
The Topco Constitution requires that an annual general meeting shall be convened by not less than twenty-one clear days’ and no more than sixty clear days’ notice.
The Topco Constitution requires that, subject to the Irish Companies Act, all extraordinary general meetings shall be convened by not less than fourteen clear days’ and no more than sixty clear days’ notice. Under the Irish Companies Act, at least 21 clear days’ notice is required to convene an extraordinary general meeting at which a special resolution is to be proposed.
“Clear days” means calendar days and excludes: (i) the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
Proxies
|
| |||
| The DGCL permits each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action by consent in lieu of a meeting to authorize another person or persons to act for such stockholder by proxy. The DGCL also provides that no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. | | | The Topco Constitution provides that every Topco shareholder entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his or her behalf and may appoint more than one proxy to attend, speak and vote at the same meeting. Under Irish law, proxies must be deposited at the registered office of Topco or as it directs not later than 48 hours before the relevant meeting (or such later time as determined by the Topco Board pursuant to the Topco Constitution). | |
|
Mergers and Acquisitions
|
| |||
|
Generally, under the DGCL, the consummation of a merger, consolidation, dissolution, or the sale, lease, or exchange of substantially all of a corporation’s assets requires approval by the board of directors and by the holders of a majority (unless the certificate of incorporation requires a higher percentage) of the outstanding shares of stock of the corporation entitled to vote.
Concord’s certificate of incorporation requires Concord’ initial business combination to be approved by the affirmative vote of a majority of the board of directors, which must include a majority of Concord’s independent directors.
Under the DGCL, mergers in which one corporation owns 90% or more of each class of the outstanding voting stock of a second corporation may be consummated with approval of the first corporation’s board of directors and without the vote of the second corporation’s board of directors or stockholders.
Section 203 of the DGCL provides that a corporation may not engage in any business combination with any “interested stockholder” for a period of three years following the time that such stockholder became an “interested stockholder” unless (i) prior to such time the corporation’s board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an “interested stockholder,” (ii) upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (x) by persons who are directors and also officers and (y) employee stock plans in which
|
| |
Under Irish law but subject to applicable U.S. securities laws and NYSE rules and regulations, where Topco proposes to acquire another company, the approval of Topco’s shareholders is generally not required unless: (i) the acquisition is effected as a direct domestic merger by Topco under Part 17 of the Irish Companies Act or a direct cross-border merger with another company incorporated in the European Economic Area under the European Communities (Cross Border Merger) Regulations 2008 of Ireland, as amended, (ii) the acquisition involves the issuance of new Topco shares or other securities carrying voting rights, which would otherwise trigger the mandatory bid requirements under the Irish Takeover Rules as further described in the section of this document entitled “Description of Topco’s Securities” under the heading “The Irish Takeover Rules and the Substantial Acquisition Rules”) or would constitute a “reverse takeover” under the Irish Takeover Rules or (iii) the acquisition involves the issuance of new Topco shares or rights to subscribe for, or convert another security into, Topco shares and Topco has insufficient headroom in its authorized share capital or its directors do not have sufficient general shareholder authority to issue such shares or rights free from statutory pre-emption rights. A “reverse takeover” means a transaction whereby Topco acquires securities of another company or a business or assets of any kind and pursuant to which it is, or may be, obliged to increase by more than 100%, its then existing issued share capital carrying voting rights.
Under Irish law, where another company proposes to acquire Topco, the requirement of the approval of Topco Shareholders will depend on the method of acquisition, as described below.
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or (iii) at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by consent in lieu of a meeting, by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the “interested stockholder.”
Generally, Section 203 defines an “interested stockholder” as any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an “interested stockholder,” and the affiliates and associates of such person.
|
| |
Takeover Offer
Under a takeover offer, the bidder will make a general offer to the target company shareholders to acquire their shares. The offer must be conditional on the bidder acquiring, or having agreed to acquire (pursuant to the offer, or otherwise) securities conferring more than 50% of the voting rights of the target company, albeit the percentage will typically be set higher to enable the bidder to trigger statutory squeeze-out rights under Irish law and require any non-accepting shareholders to sell and transfer their shares to the bidder on the terms of the offer.
Statutory Scheme of Arrangement
Under Irish law, a scheme of arrangement under chapter 1 of part 9 of the Irish Companies Act is a procedure whereby the target company makes a proposal (i.e., the scheme) to its shareholders to: (i) transfer their shares to the bidder or (ii) cancel their shares, in each case in exchange for the relevant consideration to be provided by the bidder, with the result that the bidder will become the 100% owner of the target company. A scheme requires the approval of a majority in number of the registered shareholders of each class of the target company’s shares affected, representing at least 75% of the shares of each class, present and voting, in person or by proxy, at a meeting of shareholders, together with the sanction of the High Court of Ireland. Once approved by the requisite shareholder majority and sanctioned by the High Court of Ireland, all target company shareholders are bound by the terms of the scheme.
Statutory Merger
It is possible for Topco to be acquired by way of a direct domestic merger or direct cross-border merger, as described above. Such mergers must be approved by a special resolution of Topco shareholders and sanctioned by the High Court of Ireland.
|
|
|
Rights of Dissenting Stockholders and Shareholders
|
| |||
| Under the DGCL, a stockholder of a corporation who did not vote in favor or consent to a merger and whose shares are converted in a merger may, in certain circumstances, be entitled to appraisal rights pursuant to which the stockholder may, subject to taking certain prescribed actions and a proceeding in the Court of Chancery of the State of Delaware, receive cash in the amount determined by the Court | | |
Irish law provides for dissenters’ rights in the event of certain mergers and acquisitions.
Takeover Offer
In the case of a takeover offer for Topco, where a bidder has acquired or contracted to acquire not less than 80% of the Topco shares (or relevant class of Topco shares) to which the offer relates, the
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
| of Chancery of the State of Delaware to be the fair value of such stockholder’s shares in lieu of the consideration such stockholder would otherwise receive in the merger. | | |
bidder may, under Irish law, require any non-accepting Topco shareholders to sell and transfer their Topco shares of the same class on the terms of the offer. In such circumstances, a non-accepting shareholder has the right to apply to the High Court of Ireland for an order permitting him, or her, to retain his, or her, shares or to vary the terms of the offer as they pertain to him or her (including a variation such as to require payment of a cash consideration).
Statutory Scheme of Arrangement
In the case of a takeover by statutory scheme of arrangement under chapter 1 of part 9 of the Irish Companies Act which has been approved by the requisite majority of shareholders, dissenting shareholders have the right to appear at the High Court of Ireland sanction hearing and make representations in objection to the scheme.
Statutory Merger
In the case of a direct domestic merger or direct cross-border merger, which has been approved by the requisite majority of Topco shareholders, if the consideration that is proposed to be paid to Topco shareholders is not all in the form of cash, dissenting Topco shareholders may be entitled to require that their Topco shares be acquired for cash.
|
|
|
Forum Selection
|
| |||
| Concord’s certificate of incorporation provides that unless Concord consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of Concord, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Concord to Concord or its stockholders, (iii) any action asserting a claim against Concord, its directors, officers or employees arising pursuant to any provision of the DGCL or Concord’s certificate of incorporation or bylaws or (iv) any action asserting a claim against Concord, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive | | | The Topco Constitution provides that the Courts of Ireland shall have exclusive jurisdiction to determine any dispute related to or connected with (i) any derivative claim in respect of a cause of action vested in Topco or seeking relief on behalf of Topco, (ii) any action asserting a claim of breach of a fiduciary or other duty owed by any director, officer or other employee of Topco to Topco or Topco shareholders or (iii) any action asserting a claim against Topco or any director, officer or other employee of Topco arising under the laws of Ireland or pursuant to any provision of the Topco Constitution. | |
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
| jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. | | | | |
| Concord’s certificate of incorporation provides that the foregoing exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act, the Securities Act or any other claims for which the federal courts have jurisdiction. | | | ||
|
Limitations on Enforcement of Civil Liabilities under U.S. Federal or State Securities Laws
|
| |||
| As a company listed on the NYSE, Concord and its directors and officers are subject to U.S. federal and state securities laws, and investors may initiate civil lawsuits in the United States against Concord and its directors and officers for breaches of such laws. | | |
As a company listed on the NYSE, Topco and its directors and officers will be subject to U.S. federal and state securities laws, and investors could initiate civil lawsuits in the United States against Topco and its directors and officers for breaches of such laws.
There is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against Topco or its directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against Topco or those persons based on those laws. The U.S. and Ireland do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters, and, accordingly, common law rules apply in determining whether a judgment of obtained in a U.S. court is enforceable in Ireland. Although there are processes under Irish law for enforcing a judgment of a U.S. court, including by seeking summary judgment in a new action in Ireland, those processes are subject to certain established principles and conditions, and there can be no assurance that an Irish court would enforce a judgment of a U.S. court in this way and thereby impose civil liberty on Topco or its directors or officers.
|
|
|
Indemnification of Directors and Officers
|
| |||
|
The DGCL permits a Delaware corporation to include in its certificate of incorporation to contain a provision limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, acts or omissions not in good faith, involving intentional misconduct or a knowing violation of law, unlawful repurchases, redemptions or dividends or transactions from which the director derived an improper personal benefit. Concord’s certificate of incorporation contains such provision.
The DGCL permits a corporation to purchase and maintain insurance on behalf of any person who is
|
| |
Subject to exceptions, the Irish Companies Act does not permit a company to exempt a director or certain officers from, or indemnify a director against, liability in connection with any negligence, default, breach of duty or breach of trust by a director in relation to the company.
The exceptions, which are provided for in the Topco Constitution, allow a company to (i) purchase and maintain director and officer insurance against any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to the company and (ii) indemnify a director or other officer against any liability incurred in defending
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the DGCL.
The DGCL generally permits a corporation to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a third-party action, other than a derivative action, and against expenses actually and reasonably incurred in the defense or settlement of a derivative action, provided that it is determined that the individual acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Unless otherwise ordered by a court, such determination shall be made, in the case of an individual who is a director or officer at the time of the determination, (i) by a majority vote of the directors who are not parties to the relevant action, even though less than a quorum, (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (iii) by independent legal counsel, if there are no such directors or if such directors direct, or (iv) by the stockholders.
The DGCL requires the corporation to indemnify a present or former director of the corporation who has been successful on the merits or otherwise in defense of any action, suit or proceeding for which such director may be indemnified under the DGCL, or in defense of any claim, issue or matter therein, against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
Without court approval, however, no indemnification may be made in respect of any derivative action in which an individual is adjudged liable to the corporation unless and only to the extent that the Court of Chancery of Chancery of the State of Delaware or the court in which such action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such individual is fairly and reasonably entitled to indemnity for such expenses which such court deems proper.
|
| |
proceedings, whether civil or criminal (a) in which judgement is given in his or her favor or in which he or she is acquitted or (b) in respect of which an Irish court grants him or her relief from any such liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned.
Additionally, subject to the Irish Companies Act, the Topco Constitution provides that Topco shall indemnify any current or former executive officer of Topco (excluding directors and secretaries) or any person serving at the request of Topco as a director or executive officer of another company, joint venture, trust or other enterprise against expenses, judgments, fines and settlement amounts actually and reasonably incurred in connection with threatened and actual legal proceedings by reason of his or her role, save for liability arising out of the covered person’s fraud or dishonesty or conscious, intentional or willful breach of his or her obligation to act honestly in good faith with a view to the best interests of Topco.
Any determination of entitlement to indemnification shall be made by any person or persons given authority by the Topco Board to act on the matter on behalf of Topco.
In addition to the provisions of the Topco Constitution, at, or prior to Closing, Topco will enter into separate deeds of indemnity with its directors and certain officers to indemnity them against claims brought by third parties (including on behalf of Topco) to the fullest extent permitted by law, except in the case of fraud or dishonesty proved against the indemnitee.
|
|
|
Concord Stockholders
|
| |
Topco Shareholders
|
|
|
Stockholder/Shareholder Rights’ Plan
|
| |||
| Under the DGCL, the certificate of incorporation of a corporation may expressly authorize the board of directors to create one or more series preferred stock with voting, conversion, dividend distribution and other rights to be determined by the board of directors at the time of issuance, the creation and issuance. In addition, Delaware law does not prohibit a corporation from adopting a stockholder rights plan, or “poison pill.” | | |
Subject to applicable law, the Topco Constitution provides the Topco Board with the power to adopt a shareholder rights’ plan upon such terms as the Topco directors deem expedient in the best interests of Topco, and to exercise any power of Topco to grant rights (including approving the execution of any documents relating to the grant of such rights) to subscribe for Topco Ordinary Shares or preference shares in the capital of Topco in accordance with the terms of such rights’ plan.
Topco’s ability to adopt a rights’ plan or to take other anti-takeover measures after the Topco Board has received an approach which may lead to an offer or has reason to believe an offer is, or may be, imminent would be restricted by the frustrating actions’ prohibition of the Irish Takeover Rules. A number of Irish companies have pre-existing rights’ plans which automatically trigger in specified circumstances without the need for a target board decision (other than a decision to disarm), although the validity of these plans has not been tested with the Irish Takeover Panel or in the Irish courts.
|
|
| | |||||||||||||||||||||||||||
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Common Stock
|
| ||||||||||||||||||||||||
|
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| ||
60 months
|
| |
0.261
|
| |
0.281
|
| |
0.297
|
| |
0.311
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
|
57 months
|
| |
0.257
|
| |
0.277
|
| |
0.294
|
| |
0.310
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
|
54 months
|
| |
0.252
|
| |
0.272
|
| |
0.291
|
| |
0.307
|
| |
0.322
|
| |
0.335
|
| |
0.347
|
| |
0.357
|
| |
0.361
|
|
51 months
|
| |
0.246
|
| |
0.268
|
| |
0.287
|
| |
0.304
|
| |
0.320
|
| |
0.333
|
| |
0.346
|
| |
0.357
|
| |
0.361
|
|
48 months
|
| |
0.241
|
| |
0.263
|
| |
0.283
|
| |
0.301
|
| |
0.317
|
| |
0.332
|
| |
0.344
|
| |
0.356
|
| |
0.361
|
|
45 months
|
| |
0.235
|
| |
0.258
|
| |
0.279
|
| |
0.298
|
| |
0.315
|
| |
0.330
|
| |
0.343
|
| |
0.356
|
| |
0.361
|
|
42 months
|
| |
0.228
|
| |
0.252
|
| |
0.274
|
| |
0.294
|
| |
0.312
|
| |
0.328
|
| |
0.342
|
| |
0.355
|
| |
0.361
|
|
39 months
|
| |
0.221
|
| |
0.246
|
| |
0.269
|
| |
0.290
|
| |
0.309
|
| |
0.325
|
| |
0.340
|
| |
0.354
|
| |
0.361
|
|
36 months
|
| |
0.213
|
| |
0.239
|
| |
0.263
|
| |
0.285
|
| |
0.305
|
| |
0.323
|
| |
0.339
|
| |
0.353
|
| |
0.361
|
|
33 months
|
| |
0.205
|
| |
0.232
|
| |
0.257
|
| |
0.280
|
| |
0.301
|
| |
0.320
|
| |
0.337
|
| |
0.352
|
| |
0.361
|
|
30 months
|
| |
0.196
|
| |
0.224
|
| |
0.250
|
| |
0.274
|
| |
0.297
|
| |
0.316
|
| |
0.335
|
| |
0.351
|
| |
0.361
|
|
27 months
|
| |
0.185
|
| |
0.214
|
| |
0.242
|
| |
0.268
|
| |
0.291
|
| |
0.313
|
| |
0.332
|
| |
0.350
|
| |
0.361
|
|
24 months
|
| |
0.173
|
| |
0.204
|
| |
0.233
|
| |
0.260
|
| |
0.285
|
| |
0.308
|
| |
0.329
|
| |
0.348
|
| |
0.361
|
|
21 months
|
| |
0.161
|
| |
0.193
|
| |
0.223
|
| |
0.252
|
| |
0.279
|
| |
0.304
|
| |
0.326
|
| |
0.347
|
| |
0.361
|
|
18 months
|
| |
0.146
|
| |
0.179
|
| |
0.211
|
| |
0.242
|
| |
0.271
|
| |
0.298
|
| |
0.322
|
| |
0.345
|
| |
0.361
|
|
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
|
| | | | | | | | | | | | | | | | | | | | |
After Business Combination
|
| |||||||||||||||||||||
| | |
Prior to Business
Combination(2) |
| |
Assuming No
Redemptions(3) |
| |
Assuming Maximum
Redemptions(4) |
| |||||||||||||||||||||||||||||||||
Name and Address of Beneficial
Owners(1) |
| |
Number of
Class A Common Stock |
| |
Number of
Class B Common Stock |
| |
% of Voting
Power |
| |
Number of
Shares |
| |
% of Voting
Power |
| |
Number of
Shares |
| |
% of Voting
Power |
| |||||||||||||||||||||
Directors and officers prior to the Business Combination:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bob Diamond(5)(18)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeff Tuder(5)(18)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michele Cito(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David
Schamis(5)(18) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Peter Ort(5)
|
| | | | — | | | | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | |
Thomas King(5)
|
| | | | — | | | | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | |
Larry Leibowitz(5)
|
| | | | — | | | | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | |
| | | | | | | | | | | | | | | | | | | | |
After Business Combination
|
| |||||||||||||||||||||
| | |
Prior to Business
Combination(2) |
| |
Assuming No
Redemptions(3) |
| |
Assuming Maximum
Redemptions(4) |
| |||||||||||||||||||||||||||||||||
Name and Address of Beneficial
Owners(1) |
| |
Number of
Class A Common Stock |
| |
Number of
Class B Common Stock |
| |
% of Voting
Power |
| |
Number of
Shares |
| |
% of Voting
Power |
| |
Number of
Shares |
| |
% of Voting
Power |
| |||||||||||||||||||||
All directors and officers prior to the Business Combination (seven persons)
|
| | | | — | | | | | | 90,000 | | | | | | * | | | | | | 90,000 | | | | | | * | | | | | | 90,000 | | | | | | * | | |
Directors and officers after
the Business Combination: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jeremy Allaire(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | [•] | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | |
M. Michele
Burns(7) |
| | | | — | | | | | | — | | | | | | — | | | | | | [•] | | | | | | * | | | | | | [•] | | | | | | * | | |
Raj Date(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | [•] | | | | | | * | | | | | | [•] | | | | | | * | | |
P. Sean Neville(9)
|
| | | | — | | | | | | — | | | | | | — | | | | | | [•] | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | |
Bob Diamond(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeremy
Fox-Geen(11) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elisabeth Carpenter(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Flavia Naves(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dante Disparte(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
[•](15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and officers after the Business Combination as a group ([10] persons)
|
| | | | — | | | | | | — | | | | | | — | | | | | | [•] | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | |
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accel XI L.P.(16)
|
| | | | — | | | | | | [•] | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | |
Breyer Capital
L.L.C.(17) |
| | | | — | | | | | | — | | | | | | — | | | | | | [•] | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | |
Concord Sponsor Group
LLC(18) |
| | | | 510,289 | | | | | | 5,430,000 | | | | | | 16.9% | | | | | | 5,940,289 | | | | | | [•] | | | | | | 5,940,289 | | | | | | [•] | | |
General Catalyst Group VI, LP(19)
|
| | | | — | | | | | | — | | | | | | [•]% | | | | | | [•] | | | | | | * | | | | | | [•] | | | | | | * | | |
Oak Investment Partners
XIII, LP(20) |
| | | | [•] | | | | | | — | | | | | | [•]% | | | | | | [•] | | | | | | * | | | | | | [•] | | | | | | * | | |
Wide Palace Limited (IDG China)(21)
|
| | | | [•] | | | | | | — | | | | | | [•]% | | | | | | [•] | | | | | | * | | | | | | [•] | | | | | | * | | |
Trading Date
|
| |
Concord Class A common
stock (Concord) |
| |||
July 7, 2021
|
| | | $ | 9.89 | | |
, 2021
|
| | | $ | | | |
| | |
Page
|
| |||
Condensed Consolidated Financial Statements as of March 31, 2021 and December 31, 2020, and for the Three Months Ended March 31, 2021 and March 31, 2020 (Unaudited)
|
| | |||||
| | | | F-3 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-10 | | | |
| | | | F-40 | | | |
Consolidated Financial Statements as of, and for the years ended, December 31, 2020 and December 31, 2019
|
| | | | | | |
| | | | F-42 | | | |
| | | | F-44 | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-50 | | |
|
Financial Statements as of March 31, 2021 and December 31, 2020, and for the Three Months Ended
March 31, 2021 (Unaudited) |
| | | | | | |
| | | | | F-91 | | | |
| | | | | F-92 | | | |
| | | | | F-93 | | | |
| | | | | F-94 | | | |
| | | | | F-95 | | | |
| | | | | F-108 | | | |
|
Financial Statements as of December 31, 2020 and for the Period from August 20, 2020 (Inception) to December 31, 2020
|
| | | | | | |
| | | | | F-109 | | | |
| | | | | F-110 | | | |
| | | | | F-111 | | | |
| | | | | F-112 | | | |
| | | | | F-113 | | |
| Condensed Consolidated Financial Statements (unaudited) | | | | | | | |
| | | | | F-3 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | | | F-8 | | | |
| | | | | F-10 | | |
(In thousands, except share information)
|
| |
March 31, 2021
(unaudited) |
| |
December 31, 2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 61,987 | | | | | $ | 26,421 | | |
Cash segregated for benefit of customers and USDC holders
|
| | | | 11,167,155 | | | | | | 4,024,735 | | |
Equity securities, at fair value (cost of $1,130 and $1,486 at March 31,
2021 and December 31, 2020, respectively) |
| | | | 1,244 | | | | | | 14,707 | | |
Accounts receivable
|
| | | | 2,352 | | | | | | 1,590 | | |
Divestment consideration receivable, current
|
| | | | 3,000 | | | | | | 3,000 | | |
Prepaid expenses and other current assets
|
| | | | 7,791 | | | | | | 5,922 | | |
Total current assets
|
| | | | 11,243,529 | | | | | | 4,076,375 | | |
Restricted cash for operations
|
| | | | 20,967 | | | | | | 961 | | |
Divestment consideration receivable, non-current
|
| | | | 2,000 | | | | | | 2,000 | | |
Fixed assets, net
|
| | | | 462 | | | | | | 443 | | |
Digital assets, net
|
| | | | 4,363 | | | | | | 4,675 | | |
Intangible assets, net
|
| | | | 3,297 | | | | | | 3,462 | | |
Goodwill
|
| | | | 24,014 | | | | | | 24,014 | | |
Investment in affiliate, equity method
|
| | | | 1,003 | | | | | | 1,231 | | |
Total assets
|
| | | | 11,299,635 | | | | | | 4,113,161 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | | 38,948 | | | | | | 23,678 | | |
Deferred revenue
|
| | | | 845 | | | | | | 888 | | |
Loans payable
|
| | | | — | | | | | | 1,758 | | |
Convertible debt, net of debt discount
|
| | | | — | | | | | | 10,740 | | |
Acquisition payables, current
|
| | | | — | | | | | | 2,371 | | |
Deposits from customers and USDC holders
|
| | | | 11,159,589 | | | | | | 4,021,302 | | |
Total current liabilities
|
| | | $ | 11,199,382 | | | | | $ | 4,060,737 | | |
Long-term liabilities | | | | | | | | | | | | | |
Deferred rent
|
| | | | 390 | | | | | | 411 | | |
Deferred tax liabilities
|
| | | | — | | | | | | 4,733 | | |
Acquisition payables, non-current
|
| | | | 6,062 | | | | | | 9,905 | | |
Convertible debt, net of debt discount
|
| | | | 83,489 | | | | | | 19,874 | | |
Loans payable, net of debt discount
|
| | | | 24,829 | | | | | | 24,800 | | |
Warrant liability
|
| | | | 282 | | | | | | 212 | | |
Total long-term liabilities
|
| | | | 115,052 | | | | | | 59,935 | | |
Total liabilities
|
| | | $ | 11,314,434 | | | | | $ | 4,120,672 | | |
(In thousands, except share information)
|
| |
March 31, 2021
(unaudited) |
| |
December 31, 2020
|
| ||||||
Commitments and contingencies (see Note 20) | | | | | | | | | | | | | |
Redeemable convertible preferred stock | | | | | | | | | | | | | |
Series A redeemable convertible preferred stock ($0.0001 par value;
33,620,690 issued and outstanding; $9,078 liquidation preference at March 31, 2021 and December 31, 2020, respectively) |
| | | | 9,000 | | | | | | 9,000 | | |
Series B redeemable convertible preferred stock ($0.0001 par value; 17,586,205 issued and outstanding; $17,059 liquidation preference at March 31, 2021 and December 31, 2020, respectively)
|
| | | | 17,000 | | | | | | 17,000 | | |
Series C redeemable convertible preferred stock ($0.0001 par value; 18,445,443 issued and outstanding; $30,034 liquidation preference at March 31, 2021 and December 31, 2020, respectively)
|
| | | | 40,050 | | | | | | 40,050 | | |
Series D redeemable convertible preferred stock ($0.0001 par value; 23,202,679 issued and outstanding; $64,039 liquidation preference at March 31, 2021 and December 31, 2020, respectively)
|
| | | | 64,061 | | | | | | 64,061 | | |
Series E redeemable convertible preferred stock ($0.0001 par value; 9,077,030 issued and outstanding; $147,320 liquidation preference at March 31, 2021 and December 31, 2020, respectively)
|
| | | | 148,891 | | | | | | 148,891 | | |
Stockholders’ equity | | | | | | | | | | | | | |
Common Stock ($0.0001 par value; 255,000,000 authorized; 44,008,122 issued and outstanding at March 31, 2021 and 41,449,497 at December 31, 2020)
|
| | | | 4 | | | | | | 4 | | |
Treasury stock, at cost (4,960,362 shares held at March 31, 2021 and December 31, 2020)
|
| | | | (2,877) | | | | | | (2,877) | | |
Additional paid-in capital
|
| | | | 92,878 | | | | | | 91,798 | | |
Accumulated deficit
|
| | | | (384,360) | | | | | | (374,920) | | |
Accumulated other comprehensive losses
|
| | | | 554 | | | | | | (518) | | |
Total stockholders’ equity (deficit)
|
| | |
|
(293,801)
|
| | | |
|
(286,513)
|
| |
Total liabilities, redeemable preferred stock and stockholders’ equity
|
| | | $ | 11,299,635 | | | | | $ | 4,113,161 | | |
|
| | |
Three months ended March 31,
|
| |||||||||
(In thousands, except share and per share information)
|
| |
2021
|
| |
2020
|
| ||||||
Revenue and USDC interest income | | | | | | | | | | | | | |
Transaction and Treasury services
|
| | | | 11,465 | | | | | | — | | |
USDC interest income
|
| | | | 3,168 | | | | | | 1,289 | | |
SeedInvest revenue
|
| | | | 2,641 | | | | | | 813 | | |
Total revenue and USDC interest income from continuing operations
|
| | | | 17,274 | | | | | | 2,102 | | |
Third-party transaction costs | | | | | | | | | | | | | |
Transaction and Treasury services costs
|
| | | | 6,951 | | | | | | — | | |
USDC income sharing and transaction costs
|
| | | | 2,024 | | | | | | 601 | | |
Total third-party transaction costs
|
| | | | 8,975 | | | | | | 601 | | |
Operating expenses | | | | | | | | | | | | | |
Compensation expenses
|
| | | | 7,015 | | | | | | 5,342 | | |
General and administrative expenses
|
| | | | 5,466 | | | | | | 3,900 | | |
Depreciation and amortization expense
|
| | | | 934 | | | | | | 1,152 | | |
IT infrastructure costs
|
| | | | 933 | | | | | | 1,072 | | |
Marketing and advertising expenses
|
| | | | 229 | | | | | | 111 | | |
Digital assets impairment
|
| | | | 9 | | | | | | 151 | | |
Total operating expenses
|
| | | | 14,586 | | | | | | 11,728 | | |
Operating loss from continuing operations
|
| | | | (6,287) | | | | | | (10,227) | | |
Other income, net
|
| | | | 684 | | | | | | 5,537 | | |
Net loss before income taxes
|
| | | | (5,603) | | | | | | (4,690) | | |
Income tax expense/(benefit for income taxes)
|
| | | | 3,852 | | | | | | (3,791) | | |
Net loss from continuing operations
|
| | | | (9,455) | | | | | | (899) | | |
Discontinued operations, net of taxes | | | | | | | | | | | | | |
Gain from operations of discontinued Circle Trade business
|
| | | | — | | | | | | 60 | | |
Gain from operations of discontinued Circle Invest business (including gain on disposal of $0.6 million for the three months ended March 31, 2020)
|
| | | | 15 | | | | | | 733 | | |
Net loss
|
| | | | (9,440) | | | | | | (106) | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic earnings (loss) per share: | | | | | | | | | | | | | |
Continuing operations
|
| | | | (0.22) | | | | | | (0.03) | | |
Discontinued operations
|
| | | | 0.00 | | | | | | 0.02 | | |
Basic earnings (loss) per share
|
| | | | (0.22) | | | | | | (0.01) | | |
Diluted earnings (loss) per share: | | | | | | | | | | | | | |
Continuing operations
|
| | | | (0.22) | | | | | | (0.04) | | |
Discontinued operations
|
| | | | 0.00 | | | | | | 0.02 | | |
Diluted earnings (loss) per share
|
| | | | (0.22) | | | | | | (0.02) | | |
Weighted-average shares used to compute earnings (loss) per share: | | | | | | | | | | | | | |
Basic
|
| | | | 42,732,965 | | | | | | 35,188,607 | | |
Diluted
|
| | | | 42,732,965 | | | | | | 36,667,832 | | |
| | |
Three months ended March 31,
|
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Other comprehensive income (loss): | | | | | | | | | | | | | |
Foreign currency translation adjustment, net of tax
|
| | | | 9 | | | | | | (96) | | |
Unrealized gain on convertible notes – credit risk, net of tax
|
| | | | 1,063 | | | | | | — | | |
Total other comprehensive income (loss), net of tax
|
| | | | 1,072 | | | | | | (96) | | |
Comprehensive loss
|
| | | $ | (8,368) | | | | | $ | (202) | | |
| | |
Temporary Equity
|
| | |
Permanent Equity
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Preferred
Stock Series A Redeemable Convertible |
| |
Preferred
Stock Series B Redeemable Convertible |
| |
Preferred
Stock Series C Redeemable Convertible |
| |
Preferred
Stock Series D Redeemable Convertible |
| |
Preferred
Stock Series E Redeemable Convertible |
| |
Total
Redeemable Convertible Preferred Stock |
| | |
Common stock
|
| |
Treasury Stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive losses |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands, except
share information) |
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2020
|
| | | | 33,620,690 | | | | | | 9,000 | | | | | | 17,586,205 | | | | | | 17,000 | | | | | | 18,445,443 | | | | | | 40,050 | | | | | | 23,202,679 | | | | | | 64,061 | | | | | | 9,077,030 | | | | | | 148,891 | | | | | | 279,002 | | | | | | | 35,188,607 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | 87,527 | | | | | | (378,710) | | | | | | (683) | | | | | | (291,862) | | |
Issuance of common
stock |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,075 | | | | | | — | | | | | | | | | | | | | | | | | | (20) | | | | | | | | | | | | | | | | | | (20) | | |
Cancellation of options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 699 | | | | | | | | | | | | | | | | | | 699 | | |
Warrants and discount on
debts |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Other comprehensive
loss |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (96) | | | | | | (96) | | |
Net Income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (106) | | | | | | | | | | | | (5,290) | | |
Balance, March 31, 2020
|
| | | | 33,620,690 | | | | | | 9,000 | | | | | | 17,586,205 | | | | | | 17,000 | | | | | | 18,445,443 | | | | | | 40,050 | | | | | | 23,202,679 | | | | | | 64,061 | | | | | | 9,077,030 | | | | | | 148,891 | | | | | | 279,002 | | | | | | | 35,228,682 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | 88,206 | | | | | | (378,816) | | | | | | (779) | | | | | | (291,385) | | |
Balance, January 1, 2021
|
| | | | 33,620,690 | | | | | | 9,000 | | | | | | 17,586,205 | | | | | | 17,000 | | | | | | 18,445,443 | | | | | | 40,050 | | | | | | 23,202,679 | | | | | | 64,061 | | | | | | 9,077,030 | | | | | | 148,891 | | | | | | 279,002 | | | | | | | 41,449,497 | | | | | | 4 | | | | | | 4,960,362 | | | | | | (2,877) | | | | | | 91,798 | | | | | | (374,920) | | | | | | (518) | | | | | | (286,513) | | |
Issuance of common
stock |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,558,625 | | | | | | — | | | | | | | | | | | | | | | | | | 226 | | | | | | | | | | | | | | | | | | 226 | | |
Receipt of treasury stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Cancellation of options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 854 | | | | | | | | | | | | | | | | | | 854 | | |
Warrants and discount on
debts |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Other comprehensive
income |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,072 | | | | | | 1,072 | | |
Net income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (9,440) | | | | | | | | | | | | (9,440) | | |
Balance, March 31, 2021
|
| | | | 33,620,690 | | | | | | 9,000 | | | | | | 17,586,205 | | | | | | 17,000 | | | | | | 18,445,443 | | | | | | 40,050 | | | | | | 23,202,679 | | | | | | 64,061 | | | | | | 9,077,030 | | | | | | 148,891 | | | | | | 279,002 | | | | | | | 44,008,122 | | | | | | 4 | | | | | | 4,960,362 | | | | | | (2,877) | | | | | | 92,878 | | | | | | (384,360) | | | | | | 554 | | | | | | (293,801) | | |
| | |
Three months ended March 31
|
| |||||||||
(in thousands, except share information)
|
| |
2021
|
| |
2020
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | |
Net loss
|
| | | $ | (9,440) | | | | | $ | (106) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization expense
|
| | | | 934 | | | | | | 1,152 | | |
Change in fair value of convertible debt
|
| | | | 13,230 | | | | | | (5,332) | | |
Equity securities received for services
|
| | | | (178) | | | | | | (76) | | |
Digital assets impairment loss
|
| | | | 9 | | | | | | 151 | | |
Change in fair value of digital assets trust
|
| | | | — | | | | | | (60) | | |
Deferred taxes
|
| | | | (4,733) | | | | | | (80) | | |
Realized gains on investments
|
| | | | (26,078) | | | | | | — | | |
Unrealized loss on investments
|
| | | | 13,731 | | | | | | — | | |
Gain on long lived intangible assets
|
| | | | (5,500) | | | | | | — | | |
Gain on sale of fixed assets
|
| | | | (24) | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | 70 | | | | | | (77) | | |
Gain on sale of Circle Invest
|
| | | | — | | | | | | (625) | | |
Loss on equity method investment in Centre IP
|
| | | | 228 | | | | | | 96 | | |
Net amortization of discount/accretion of premium
|
| | | | (73) | | | | | | 119 | | |
Capitalization of interest on debt
|
| | | | 858 | | | | | | 698 | | |
Stock compensation expense
|
| | | | 854 | | | | | | — | | |
Deferred rent
|
| | | | (21) | | | | | | (19) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (762) | | | | | | 426 | | |
Prepaid expenses and other current assets
|
| | | | (1,869) | | | | | | (3,409) | | |
Accounts payable and accrued expenses
|
| | | | 15,270 | | | | | | (1,913) | | |
Deferred revenue
|
| | | | (43) | | | | | | — | | |
Net cash used in operating activities
|
| | | | (3,537) | | | | | | (9,055) | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | |
Proceeds from sale of Poloniex
|
| | | | — | | | | | | 5,000 | | |
Proceeds from the sale of Circle Invest
|
| | | | — | | | | | | 100 | | |
Proceeds from the sale of equity securities
|
| | | | 25,988 | | | | | | — | | |
Seedinvest acquisition consideration paid
|
| | | | (2,400) | | | | | | (1,100) | | |
Poloniex acquisition consideration paid
|
| | | | (3,843) | | | | | | — | | |
Purchase of digital assets
|
| | | | (4,462) | | | | | | (1,348) | | |
Proceeds from the sale of digital assets
|
| | | | 9,532 | | | | | | 33 | | |
Capitalization of software development costs
|
| | | | — | | | | | | (715) | | |
Proceeds from fixed asset sales
|
| | | | (30) | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 24,785 | | | | | | 1,970 | | |
| | |
Three months ended March 31
|
| |||||||||
(in thousands, except share information)
|
| |
2021
|
| |
2020
|
| ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | |
Repayment of PPP loans
|
| | | | (1,758) | | | | | | — | | |
Repayment of convertible notes
|
| | | | (10,730) | | | | | | — | | |
Issuance of convertibles notes
|
| | | | 50,710 | | | | | | — | | |
Deposits held for customers
|
| | | | 7,138,287 | | | | | | 198,292 | | |
Proceeds from issuance of common stock
|
| | | | 226 | | | | | | 679 | | |
Net cash provided by financing activities
|
| | | | 7,176,735 | | | | | | 198,971 | | |
Cumulative foreign translation adjustment
|
| | | | 9 | | | | | | (96) | | |
Net increase in cash and cash equivalents, restricted and customer cash
|
| | | | 7,197,992 | | | | | | 191,790 | | |
Cash and cash equivalents, restricted and customer cash at the
beginning of the year |
| | | | 4,052,117 | | | | | | 557,873 | | |
Cash and cash equivalents, restricted and customer cash at the
end of the period |
| | | $ | 11,250,109 | | | | | $ | 749,663 | | |
Cash, cash equivalents, and restricted cash consisted of the following: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 61,987 | | | | | $ | 28,461 | | |
Restricted cash
|
| | | | 20,967 | | | | | | 1,070 | | |
Cash segregated for benefit of customers
|
| | | | 11,167,155 | | | | | | 720,132 | | |
Total cash, cash equivalents, and restricted cash
|
| | | $ | 11,250,109 | | | | | $ | 749,663 | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | | |
Cash paid during the period for income taxes
|
| | | | — | | | | | | — | | |
Cash paid for interest
|
| | | | 566 | | | | | | 380 | | |
Unrealized gain on convertible notes – credit risk
|
| | | | 1,063 | | | | | | — | | |
SeedInvest acquired intangible assets
|
| |
Useful life
|
|
Developed technology
|
| |
2 years
|
|
Customer relationships
|
| |
4 years
|
|
Regulatory licenses
|
| |
5 years
|
|
Trade name
|
| |
1 year
|
|
| | |
Transaction and
Treasury services |
| |||
Balance at December 31, 2020
|
| | | $ | 888 | | |
Deferred revenue billed in the current period, net of recognition
|
| | | | — | | |
Revenue recognized that was included in the beginning period
|
| | | | (43) | | |
Balance at March 31, 2021
|
| | | $ | 845 | | |
| | |
Circle Segment
|
| |||||||||
| | |
Three months ended March 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Segment contribution margin
|
| | | | 5,658 | | | | | | 688 | | |
Net income (loss) before income taxes
|
| | | | (6,821) | | | | | | (4,009) | | |
| | |
Seed Invest Segment
|
| |||||||||
| | |
Three months ended March 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net income (loss)
|
| | | | 1,218 | | | | | | (681) | | |
| | |
Three months ended March 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Segment contribution margin
|
| | | | 5,658 | | | | | | 688 | | |
Costs and expenses: | | | | | | | | | | | | | |
Compensation expense
|
| | | | (5,995) | | | | | | (4,347) | | |
General and administrative expenses
|
| | | | (5,187) | | | | | | (3,602) | | |
Depreciation and amortization expense
|
| | | | (934) | | | | | | (1,152) | | |
IT infrastructure costs
|
| | | | (839) | | | | | | (951) | | |
Digital assets impairment
|
| | | | (9) | | | | | | (151) | | |
Marketing and advertising expenses
|
| | | | (199) | | | | | | (31) | | |
Other income, net
|
| | | | 684 | | | | | | 5,537 | | |
Net income (loss) before income taxes
|
| | | | (6,821) | | | | | | (4,009) | | |
| Consideration received: | | | | | | | |
|
Cash
|
| | | | 100 | | |
|
Common stock fair value
|
| | | | 525 | | |
| Net assets sold: | | | | | | | |
|
Intangible and other assets, net
|
| | | | — | | |
|
Gain on sale of Circle Invest
|
| | | | 625 | | |
As of March 31, 2021
|
| |
Gross carrying
amount |
| |
Accumulated
amortization(1) |
| |
Intangible
assets, net |
| |
Weighted average
remaining useful life (in years) |
| ||||||||||||
Amortizing intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Domain names
|
| | | | 284 | | | | | | (269) | | | | | | 15 | | | | | | 0.3 | | |
Internally developed software
|
| | | | 19,263 | | | | | | (16,305) | | | | | | 2,958 | | | | | | 1.4 | | |
SeedInvest acquired intangible assets
|
| | | | 1,882 | | | | | | (1,558) | | | | | | 324 | | | | | | 2.4 | | |
Indefinite life intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Digital assets held
|
| | | | 5,628 | | | | | | (1,265) | | | | | | 4,363 | | | | | | — | | |
Total intangible assets, net
|
| | | | 27,057 | | | | | | (19,397) | | | | | | 7,660 | | | | | | | | |
As of December 31, 2020
|
| |
Gross carrying
amount |
| |
Accumulated
amortization(2) |
| |
Intangible
assets, net |
| |
Weighted average
remaining useful life (in years) |
| ||||||||||||
Amortizing intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Domain names
|
| | | | 284 | | | | | | (269) | | | | | | 15 | | | | | | 0.5 | | |
Internally developed software
|
| | | | 18,530 | | | | | | (15,545) | | | | | | 2,985 | | | | | | 1.4 | | |
SeedInvest acquired intangible assets
|
| | | | 1,882 | | | | | | (1,420) | | | | | | 462 | | | | | | 2.1 | | |
Indefinite life intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Digital assets held
|
| | | | 5,931 | | | | | | (1,256) | | | | | | 4,675 | | | | | | — | | |
Total intangible assets, net
|
| | | | 26,626 | | | | | | (18,490) | | | | | | 8,137 | | | | | | | | |
|
2021
|
| | | $ | 1,760 | | |
|
2022
|
| | | | 1,406 | | |
|
2023
|
| | | | 123 | | |
|
2024
|
| | | | 8 | | |
|
Thereafter
|
| | | | — | | |
|
Total amortization expense
|
| | | $ | 3,297 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Computers & Equipment
|
| | | $ | 304 | | | | | $ | 249 | | |
Fixtures & Furniture
|
| | | | 630 | | | | | | 630 | | |
Software Licenses
|
| | | | 14 | | | | | | 15 | | |
App and Web Design
|
| | | | 144 | | | | | | 143 | | |
Leasehold Improvements
|
| | | | 128 | | | | | | 128 | | |
Security Equipment
|
| | | | 4 | | | | | | 4 | | |
Total Fixed assets
|
| | | | 1,224 | | | | | | 1,169 | | |
Less: Accumulated depreciation and amortization
|
| | | | (762) | | | | | | (726) | | |
Total Fixed Assets, net
|
| | | $ | 462 | | | | | $ | 443 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||||||||||||||
| | |
Cost
|
| |
Estimated
Fair Value |
| |
Cost
|
| |
Estimated
Fair Value |
| ||||||||||||
Common Stock
|
| | | $ | — | | | | | $ | — | | | | | $ | 524 | | | | | $ | 13,631 | | |
Total
|
| | | $ | — | | | | | $ | — | | | | | $ | 524 | | | | | $ | 13,631 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||||||||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities, at fair value
|
| | | | — | | | | | | — | | | | | | 1,244 | | | | | | 13,631 | | | | | | — | | | | | | 1,076 | | |
Divestment consideration receivable
|
| | | | — | | | | | | — | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | 5,000 | | |
Total Assets
|
| | | | — | | | | | | — | | | | | | 6,244 | | | | | | 13,631 | | | | | | — | | | | | | 6,076 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Convertible debt, net of debt discount
|
| | | | — | | | | | | — | | | | | | 83,489 | | | | | | — | | | | | | — | | | | | | 30,614 | | |
Acquisition payables
|
| | | | — | | | | | | — | | | | | | 6,062 | | | | | | — | | | | | | — | | | | | | 12,276 | | |
Warrant liability
|
| | | | — | | | | | | — | | | | | | 282 | | | | | | — | | | | | | — | | | | | | 212 | | |
Total Liabilities
|
| | | | — | | | | | | — | | | | | | 89,833 | | | | | | — | | | | | | — | | | | | | 43,102 | | |
|
Balance as of January 1, 2020
|
| | | $ | 541 | | |
|
Consideration received for new deals
|
| | | $ | 421 | | |
|
Fair value adjustment
|
| | | $ | 114 | | |
|
Balance as of December 31, 2020
|
| | | $ | 1,076 | | |
|
Consideration received for new deals
|
| | | | 168 | | |
|
Fair value adjustment
|
| | | | — | | |
|
Balance as of March 31, 2021
|
| | | $ | 1,244 | | |
|
Balance as of December 31, 2020
|
| | | $ | 5,000 | | |
|
Payments received
|
| | | | — | | |
|
Balance as of March 31, 2021
|
| | | $ | 5,000 | | |
|
Balance as of December 31, 2020
|
| | | $ | 212 | | |
|
Fair Value adjustment
|
| | | $ | 70 | | |
|
Balance as of March 31, 2021
|
| | | $ | 282 | | |
|
Balance as of January 1, 2021
|
| | | $ | 30,614 | | |
|
Issuance of convertible notes
|
| | | | 50,710 | | |
|
Net discount on convertible notes
|
| | | | (130) | | |
|
Capitalized interest
|
| | | | 858 | | |
|
Fair value adjustment
|
| | | | 13,230 | | |
|
Fair value adjustment – credit risk
|
| | | | (1,063) | | |
|
Principal payments
|
| | | | (10,730) | | |
|
Balance as of March 31, 2021
|
| | | $ | 83,489 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Discount rate
|
| | | | 12.0% | | | | | | 13.0% | | |
Volatility
|
| |
42.5% – 54.8%
|
| | | | 42.3% | | | |||
Risk-free rate
|
| | | | 0.9% | | | | | | 0.4% | | |
|
Balance as of January 1, 2021
|
| | | $ | 12,276 | | |
|
Gain on extinguishment of debt
|
| | | | — | | |
|
Payment on settlement
|
| | | | (3,843) | | |
|
SeedInvest Payment
|
| | | | (2,400) | | |
|
Fair Value adjustment
|
| | | | 29 | | |
|
Balance as of March 31, 2021
|
| | | $ | 6,062 | | |
| | |
Three months ended March 31, 2021
|
| |||||||||
| | |
Circle
|
| |
SeedInvest
|
| ||||||
Continuing Operations | | | | | | | | | | | | | |
Transaction and Treasury Services
|
| | | | 11,465 | | | | | | | | |
USDC interest income(1)
|
| | | | 3,168 | | | | | | | | |
SeedInvest revenue
|
| | | | | | | | | | 2,641 | | |
Discontinued Operations | | | | | | | | | | | | | |
Invest Revenue
|
| | | | 32 | | | | | | — | | |
Poloniex Revenue
|
| | | | — | | | | | | — | | |
Circle Trade Revenue
|
| | | | — | | | | | | — | | |
| | |
Three months ended March 30, 2020
|
| |||||||||
| | |
Circle
|
| |
SeedInvest
|
| ||||||
Continuing Operations | | | | | | | | | | | | | |
Transaction and Treasury Services
|
| | | | — | | | | | | — | | |
USDC interest income(1)
|
| | | | 1,289 | | | | | | — | | |
SeedInvest revenue
|
| | | | — | | | | | | 813 | | |
Discontinued Operations | | | | | | | | | | | | | |
Invest Revenue
|
| | | | 138 | | | | | | — | | |
Poloniex Revenue
|
| | | | — | | | | | | — | | |
Circle Trade Revenue
|
| | | | — | | | | | | — | | |
| | |
Three months ended
March 31, 2021 |
| |
Three months ended
March 31, 2020 |
| ||||||
Realized gains on investments
|
| | | $ | 26,078 | | | | | | — | | |
Unrealized gains on investments
|
| | | | (13,456) | | | | | | — | | |
Change in fair value of convertible debt
|
| | | | (13,230) | | | | | | 5,332 | | |
Gain on long lived intangible assets
|
| | | | 5,500 | | | | | | (12) | | |
Transaction advisory expenses
|
| | | | (3,451) | | | | | | — | | |
Interest expense and amortization of discount
|
| | | | (1,268) | | | | | | (445) | | |
Income generated from winding down platforms
|
| | | | 479 | | | | | | — | | |
Transitional support income
|
| | | | — | | | | | | 536 | | |
Loss on equity method investments
|
| | | | (228) | | | | | | (96) | | |
Foreign currency exchange gain
|
| | | | (175) | | | | | | 31 | | |
Interest income
|
| | | | 3 | | | | | | 36 | | |
Other, net
|
| | | | 432 | | | | | | 155 | | |
Total, net
|
| | | | 684 | | | | | | 5,537 | | |
| | |
March 31
|
| |
December 31
|
| ||||||
| | |
2021
|
| |
2020
|
| ||||||
Genesis Loan: | | | | | | | | | | | | | |
Outstanding principal
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Accrued interest
|
| | | | 3,012 | | | | | | 1,966 | | |
| | |
2021
|
| |
2020
|
| ||||||
Conversion of Series A redeemable convertible preferred stock
|
| | | | 33,620,690 | | | | | | 33,620,690 | | |
Conversion of Series B redeemable convertible preferred stock
|
| | | | 17,586,205 | | | | | | 17,586,205 | | |
Conversion of Series C redeemable convertible preferred stock
|
| | | | 18,445,443 | | | | | | 18,445,443 | | |
Conversion of Series C-1 redeemable convertible preferred stock
|
| | | | — | | | | | | — | | |
Conversion of Series D redeemable convertible preferred stock
|
| | | | 23,202,679 | | | | | | 23,202,679 | | |
Conversion of Series D-1 redeemable convertible preferred stock
|
| | | | — | | | | | | — | | |
Conversion of Series E redeemable convertible preferred stock
|
| | | | 9,077,030 | | | | | | 9,077,030 | | |
Common stock options issued under stock option plan
|
| | | | 17,336,177 | | | | | | 19,641,567 | | |
Common stock options available for grant under stock option plan
|
| | | | 6,151,768 | | | | | | 6,405,003 | | |
Total
|
| | |
|
125,419,992
|
| | | |
|
127,978,617
|
| |
Preferred stock class
|
| |
Issue Date
|
| |
Issue price
|
| |
Conversion
price |
| |
Liquidation preference
|
| |
Shares issued and
outstanding |
| |||||||||||||||
Series A
|
| | | | 8/22/2013 | | | | | | 0.27 | | | | | | 0.27 | | | | | | 0.27 | | | | | | 33,620,690 | | |
Series B
|
| | | | 2/26/2014 | | | | | | 0.97 | | | | | | 0.97 | | | | | | 0.97 | | | | | | 17,586,205 | | |
Series C
|
| | | | 4/10/2015 | | | | | | 2.17 | | | | | | 2.17 | | | | | | 2.17 | | | | | | 18,445,443 | | |
Series D
|
| | | | 5/17/2016 | | | | | | 2.76 | | | | | | 2.76 | | | | | | 2.76 | | | | | | 23,202,679 | | |
Series E
|
| | | | 5/14/2018 | | | | | | 16.23 | | | | | | 16.23 | | | | | | 16.23 | | | | | | 9,077,030 | | |
| | |
Number of Stock
Options |
| |
Weighted
Average Exercise Price ($) |
| |
Weighted Average
Remaining Contractual Term (in Years) |
| |
Aggregate
Intrinsic Value ($) |
| ||||||||||||
Outstanding at December 31, 2020
|
| | | | 19,641,567 | | | | | | 0.10 | | | | | | 7.92 | | | | | | 71,411 | | |
Granted
|
| | | | 529,500 | | | | | | 10.11 | | | | | | | | | | | | | | |
Exercised
|
| | | | (2,558,625) | | | | | | 0.08 | | | | | | | | | | | | | | |
Forfeited or expired
|
| | | | (276,265) | | | | | | 0.11 | | | | | | | | | | | | | | |
Outstanding at March 31, 2021
|
| | | | 17,336,177 | | | | | | 0.41 | | | | | | 7.94 | | | | | | 333,836 | | |
Exercisable at March 31, 2021
|
| | | | 5,842,954 | | | | | | 0.16 | | | | | | 6.14 | | | | | | 113,995 | | |
| | |
Number of
Options |
| |
Weighted Average
Exercise Price |
| ||||||
Unvested Outstanding at December 31, 2020
|
| | | | 12,124,988 | | | | | $ | 0.08 | | |
Granted
|
| | | | 529,500 | | | | | | 10.11 | | |
Cancelled/Forfeited
|
| | | | (220,868) | | | | | | 0.08 | | |
Vested, outstanding shares
|
| | | | (984,439) | | | | | | 0.53 | | |
Unvested Outstanding at March 31, 2021
|
| | | | 11,499,181 | | | | | | 0.54 | | |
| | |
Three months ended March 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Numerator | | | | | | | | | | | | | |
Net income (loss) from continuing operations
|
| | | | (9,455) | | | | | | (899) | | |
Net income (loss) from discontinued operations
|
| | | | 15 | | | | | | 793 | | |
Net income (loss) available to common stockholders
|
| | | | (9,440) | | | | | | (106) | | |
Numerator Adjustments: | | | | | | | | | | | | | |
Deemed contribution from Series C shares surrendered(1)
|
| | | $ | — | | | | | $ | — | | |
Dividend preference on preferred shares
|
| | | | — | | | | | | — | | |
Net income (loss) available to common stockholders
|
| | | $ | — | | | | | $ | — | | |
Denominator | | | | | | | | | | | | | |
Weighted-average common shares – basic
|
| | | | 42,732,965 | | | | | | 35,188,607 | | |
Dilutive effect of if-converted convertible debt
|
| | | | — | | | | | | 1,479,225 | | |
Weighted-average common shares – diluted
|
| | | | 42,732,965 | | | | | | 36,667,832 | | |
Earnings (loss) per share | | | | | | | | | | | | | |
Basic:
|
| | | | | | | | | | | | |
Continuing operations
|
| | | | (0.22) | | | | | | (0.03) | | |
Discontinued operations
|
| | | | 0.00 | | | | | | 0.02 | | |
Basic earnings (loss) per share
|
| | | | (0.22) | | | | | | (0.01) | | |
Diluted:
|
| | | | | | | | | | | | |
Continuing operations
|
| | | | (0.22) | | | | | | (0.04) | | |
Discontinued operations
|
| | | | 0.00 | | | | | | 0.02 | | |
Diluted earnings (loss) per share
|
| | | | (0.22) | | | | | | (0.02) | | |
| | |
Three months ended March 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Accumulated other comprehensive income (loss) | | | | | | | | | | | | | |
Beginning balance at January 1
|
| | | | (518) | | | | | | (683) | | |
Pre-tax change – Foreign currency translation adjustment
|
| | | | 9 | | | | | | 165 | | |
Pre-tax change – Unrealized gain on convertible notes – credit risk adjustment
|
| | | | 1,063 | | | | | | — | | |
Tax effect
|
| | | | — | | | | | | — | | |
Total other comprehensive income (loss), net of tax
|
| | | | 554 | | | | | | (518) | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Income tax receivable
|
| | | $ | 3,448 | | | | | $ | 3,650 | | |
Deposits
|
| | | | 1,335 | | | | | | 1,319 | | |
Prepaid expenses
|
| | | | 2,949 | | | | | | 884 | | |
Other
|
| | | | 59 | | | | | | 69 | | |
Total prepaid expenses and other current assets
|
| | | $ | 7,791 | | | | | $ | 5,922 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Accrued expenses
|
| | | $ | 18,294 | | | | | $ | 15,009 | | |
USDC accrued rebates
|
| | | | 5,741 | | | | | | 3,803 | | |
Income tax payable
|
| | | | 8,611 | | | | | | — | | |
Accrued interest
|
| | | | 3,188 | | | | | | 3,287 | | |
Other payables
|
| | | | 3,114 | | | | | | 1,579 | | |
Total accounts payable and accrued expenses
|
| | | $ | 38,948 | | | | | $ | 23,678 | | |
Year
|
| | | | | | |
2021
|
| | | | 1,174 | | |
2022
|
| | | | 1,590 | | |
2023
|
| | | | 1,264 | | |
2024
|
| | | | 626 | | |
2025
|
| | | | — | | |
Total
|
| | | $ | 4,654 | | |
| | |
Page
|
| |||
| | | | F-40 | | | |
Consolidated Financial Statements | | | | | | | |
| | | | F-42 | | | |
| | | | F-44 | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-50 | | |
(In thousands, except share information)
|
| |
2020
|
| |
2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 26,421 | | | | | $ | 34,726 | | |
Cash segregated for benefit of customers and USDC holders
|
| | | | 4,024,735 | | | | | | 522,057 | | |
Equity securities, at fair value (cost of $1,486 in 2020 and $541 in 2019)
|
| | | | 14,707 | | | | | | 541 | | |
Accounts receivable
|
| | | | 1,590 | | | | | | 914 | | |
Divestment consideration receivable, current
|
| | | | 3,000 | | | | | | 10,000 | | |
Prepaid expenses and other current assets
|
| | | | 5,922 | | | | | | 5,063 | | |
Current assets held for sale
|
| | | | — | | | | | | 589 | | |
Total current assets
|
| | | $ | 4,076,375 | | | | | $ | 573,890 | | |
Restricted cash for operations
|
| | | | 961 | | | | | | 1,090 | | |
Divestment consideration receivable, non-current
|
| | | | 2,000 | | | | | | 5,000 | | |
Fixed assets, net
|
| | | | 443 | | | | | | 782 | | |
Digital assets, net
|
| | | | 4,675 | | | | | | 479 | | |
Intangible assets, net
|
| | | | 3,462 | | | | | | 4,583 | | |
Goodwill
|
| | | | 24,014 | | | | | | 24,014 | | |
Investment in affiliate, equity method
|
| | | | 1,231 | | | | | | 2,000 | | |
Total assets
|
| | | $ | 4,113,161 | | | | | $ | 611,838 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | | 23,678 | | | | | | 8,146 | | |
Deferred revenue
|
| | | | 888 | | | | | | — | | |
Loans payable
|
| | | | 1,758 | | | | | | — | | |
Convertible debt, net of debt discount
|
| | | | 10,740 | | | | | | — | | |
Acquisition payables, current
|
| | | | 2,371 | | | | | | 66,842 | | |
Deposits from customers and USDC holders
|
| | | | 4,021,302 | | | | | | 521,813 | | |
Total current liabilities
|
| | | $ | 4,060,737 | | | | | $ | 596,801 | | |
Long-term liabilities | | | | | | | | | | | | | |
Deferred rent
|
| | | | 411 | | | | | | 435 | | |
Deferred tax liabilities
|
| | | | 4,733 | | | | | | 546 | | |
Acquisition payables, non-current
|
| | | | 9,905 | | | | | | — | | |
Convertible debt, net of debt discount
|
| | | | 19,874 | | | | | | 26,839 | | |
Loans payable, net of debt discount
|
| | | | 24,800 | | | | | | — | | |
Warrant liability
|
| | | | 212 | | | | | | 77 | | |
Total long-term liabilities
|
| | | | 59,935 | | | | | | 27,897 | | |
Total liabilities
|
| | | $ | 4,120,672 | | | | | $ | 624,698 | | |
(In thousands, except share information)
|
| |
2020
|
| |
2019
|
| ||||||
Commitments and contingencies (see Note 22) | | | | | | | | | | | | | |
Redeemable convertible preferred stock | | | | | | | | | | | | | |
Series A redeemable convertible preferred stock ($0.0001 par value; 33,620,690 issued and outstanding; $9,078 liquidation preference at December 31, 2020 and 2019)
|
| | | | 9,000 | | | | | | 9,000 | | |
Series B redeemable convertible preferred stock ($0.0001 par value; 17,586,205
issued and outstanding; $17,059 liquidation preference at December 31, 2020 and 2019) |
| | | | 17,000 | | | | | | 17,000 | | |
Series C redeemable convertible preferred stock ($0.0001 par value; 18,445,443
issued and outstanding; $30,034 liquidation preference at December 31, 2020 and 2019) |
| | | | 40,050 | | | | | | 40,050 | | |
Series D redeemable convertible preferred stock ($0.0001 par value; 23,202,679 issued and outstanding; $64,039 liquidation preference at December 31, 2020 and 2019)
|
| | | | 64,061 | | | | | | 64,061 | | |
Series E redeemable convertible preferred stock ($0.0001 par value; 9,077,030
issued and outstanding; $147,320 liquidation preference at December 31, 2020 and 2019) |
| | | | 148,891 | | | | | | 148,891 | | |
Stockholders’ equity | | | | | | | | | | | | | |
Common stock ($0.0001 par value; 255,000,000 authorized; 41,449,497 issued
and outstanding at December 31, 2020 and 35,188,607 at December 31, 2019) |
| | | | 4 | | | | | | 4 | | |
Treasury stock, at cost (4,960,362 and 0 shares held at December 31, 2020 and
2019, respectively) |
| | | | (2,877) | | | | | | — | | |
Additional paid-in capital
|
| | | | 91,798 | | | | | | 87,527 | | |
Accumulated deficit
|
| | | | (374,920) | | | | | | (378,710) | | |
Accumulated other comprehensive losses
|
| | | | (518) | | | | | | (683) | | |
Total stockholders’ equity (deficit)
|
| | | | (286,513) | | | | | | (291,862) | | |
Total liabilities, redeemable convertible preferred stock and stockholders’
equity |
| | | $ | 4,113,161 | | | | | $ | 611,838 | | |
|
(In thousands, except share and per share information)
|
| |
Year ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Revenue and USDC interest income | | | | | | | | | | | | | |
Transaction and Treasury services
|
| | | | 2,589 | | | | | | — | | |
USDC interest income
|
| | | | 4,435 | | | | | | 6,232 | | |
SeedInvest revenue
|
| | | | 8,417 | | | | | | 3,191 | | |
Total revenue and USDC interest income from continuing operations
|
| | | | 15,441 | | | | | | 9,423 | | |
Third-party transaction costs | | | | | | | | | | | | | |
Transaction and Treasury services costs
|
| | | | 785 | | | | | | — | | |
USDC income sharing and transaction costs
|
| | | | 2,826 | | | | | | 4,908 | | |
Total third-party transaction costs
|
| | | | 3,611 | | | | | | 4,908 | | |
Operating expenses | | | | | | | | | | | | | |
Compensation expenses
|
| | | | 18,932 | | | | | | 43,460 | | |
General and administrative expenses
|
| | | | 13,916 | | | | | | 19,120 | | |
Depreciation and amortization expense
|
| | | | 4,500 | | | | | | 4,495 | | |
IT infrastructure costs
|
| | | | 3,716 | | | | | | 5,823 | | |
Digital assets impairment
|
| | | | 1,256 | | | | | | — | | |
Marketing and advertising expenses
|
| | | | 400 | | | | | | 879 | | |
Goodwill impairment
|
| | | | — | | | | | | 13,947 | | |
Total operating expenses
|
| | | | 42,720 | | | | | | 87,724 | | |
Operating loss from continuing operations
|
| | | | (30,890) | | | | | | (83,209) | | |
Other income, net
|
| | | | 13,692 | | | | | | 64,660 | | |
Net loss before income taxes
|
| | | | (17,198) | | | | | | (18,549) | | |
Income tax expense/(benefit for income taxes)
|
| | | | 115 | | | | | | 7,731 | | |
Net loss from continuing operations
|
| | | | (17,313) | | | | | | (26,280) | | |
Discontinued operations, net of tax | | | | | | | | | | | | | |
Gain (loss) from operations of discontinued Circle Trade business (including gain on disposal of $1,900 and income tax expense of $869 for the year ended December 31, 2019)
|
| | | | (58) | | | | | | 3,268 | | |
Gain (loss) from operations of discontinued Poloniex business (including loss on disposal of $156,824 for the year ended December 31, 2019)
|
| | | | 20,431 | | | | | | (155,796) | | |
Gain from operations of discontinued Circle Invest business (including gain on disposal of $625 for the year ended December 31, 2020 and income tax expense of $64 for the year ended December 31, 2019)
|
| | | | 730 | | | | | | 243 | | |
Net income (loss)
|
| | | $ | 3,790 | | | | | $ | (178,565) | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic earnings (loss) per share: | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | 0.00 | | | | | $ | (0.46) | | |
Discontinued operations
|
| | | $ | 0.00 | | | | | $ | (4.38) | | |
Basic earnings (loss) per share
|
| | | $ | 0.00 | | | | | $ | (4.84) | | |
(In thousands, except share and per share information)
|
| |
Year ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Diluted earnings (loss) per share: | | | | | | | | | | | | | |
Continuing operations
|
| | | $ | 0.00 | | | | | $ | (0.46) | | |
Discontinued operations
|
| | | $ | 0.00 | | | | | $ | (4.38) | | |
Diluted earnings (loss) per share
|
| | | $ | 0.00 | | | | | $ | (4.84) | | |
Weighted-average shares used to compute earnings (loss) per share: | | | | | | | | | | | | | |
Basic
|
| | | | 36,089,496 | | | | | | 34,805,605 | | |
Diluted
|
| | | | 51,850,396 | | | | | | 34,805,605 | | |
(In thousands)
|
| |
Year ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Other Comprehensive income (loss): | | | | | | | | | | | | | |
Foreign currency translation adjustment, net of tax
|
| | | | 165 | | | | | | 33 | | |
Total other comprehensive income, net of tax
|
| | | | 165 | | | | | | 33 | | |
Comprehensive income (loss)
|
| | | $ | 3,955 | | | | | $ | (178,532) | | |
| | |
Temporary Equity
|
| | |
Permanent Equity
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands, except
share information) |
| |
Preferred
Stock Series A Redeemable Convertible |
| |
Preferred
Stock Series B Redeemable Convertible |
| |
Preferred
Stock Series C Redeemable Convertible |
| |
Preferred
Stock Series D Redeemable Convertible |
| |
Preferred
Stock Series E Redeemable Convertible |
| |
Total
Redeemable Convertible Preferred Stock |
| | |
Common stock
|
| |
Treasury Stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive losses |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2019
|
| | | | 33,620,690 | | | | | | 9,000 | | | | | | 17,586,205 | | | | | | 17,000 | | | | | | 23,051,123 | | | | | | 50,050 | | | | | | 23,202,679 | | | | | | 64,061 | | | | | | 9,077,030 | | | | | | 148,891 | | | | | | 289,002 | | | | | | | 33,932,501 | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 70,029 | | | | | | (200,145) | | | | | | (716) | | | | | | (130,829) | | |
Issuance of common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,295,613 | | | | | | 1 | | | | | | | | | | | | | | | | | | 627 | | | | | | | | | | | | | | | | | | 628 | | |
Cancellation of options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (39,507) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,871 | | | | | | | | | | | | | | | | | | 6,871 | | |
Forfeiture of
shares |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,605,680) | | | | | | (10,000) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (10,000) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,000 | | | | | | | | | | | | | | | | | | 10,000 | | |
Foreign currency translation adjustment
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33 | | | | | | 33 | | |
Net loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (178,565) | | | | | | | | | | | | (178,565) | | |
Balance, December 31,
2019 |
| | | | 33,620,690 | | | | | | 9,000 | | | | | | 17,586,205 | | | | | | 17,000 | | | | | | 18,445,443 | | | | | | 40,050 | | | | | | 23,202,679 | | | | | | 64,061 | | | | | | 9,077,030 | | | | | | 148,891 | | | | | | 279,002 | | | | | | | 35,188,607 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | 87,527 | | | | | | (378,710) | | | | | | (683) | | | | | | (291,862) | | |
Issuance of common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,260,890 | | | | | | — | | | | | | | | | | | | | | | | | | 688 | | | | | | | | | | | | | | | | | | 688 | | |
Receipt of treasury stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,960,362 | | | | | | (2,877) | | | | | | | | | | | | | | | | | | | | | | | | (2,877) | | |
Cancellation of options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,583 | | | | | | | | | | | | | | | | | | 3,583 | | |
Warrants and discount
on debts |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 165 | | | | | | 165 | | |
Net income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,790 | | | | | | | | | | | | 3,790 | | |
Balance, December 31,
2020 |
| | | | 33,620,690 | | | | | | 9,000 | | | | | | 17,586,205 | | | | | | 17,000 | | | | | | 18,445,443 | | | | | | 40,050 | | | | | | 23,202,679 | | | | | | 64,061 | | | | | | 9,077,030 | | | | | | 148,891 | | | | | | 279,002 | | | | | | | 41,449,497 | | | | | | 4 | | | | | | 4,960,362 | | | | | | (2,877) | | | | | | 91,798 | | | | | | (374,920) | | | | | | (518) | | | | | | (286,513) | | |
| | |
Year ended December 31
|
| |||||||||
(In thousands, except share information)
|
| |
2020
|
| |
2019
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net Income (Loss)
|
| | | $ | 3,790 | | | | | $ | (178,565) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization expense
|
| | | | 4,500 | | | | | | 12,440 | | |
Change in fair value of convertible debt
|
| | | | 3,489 | | | | | | (2,355) | | |
Digital assets received for services
|
| | | | (791) | | | | | | — | | |
Equity securities received for services
|
| | | | (421) | | | | | | (541) | | |
Digital assets impairment loss
|
| | | | 1,256 | | | | | | — | | |
Goodwill impairment loss
|
| | | | — | | | | | | 13,947 | | |
Contingent consideration fair value adjustment
|
| | | | — | | | | | | (9,468) | | |
Deferred taxes
|
| | | | 4,187 | | | | | | 8,637 | | |
Realized gains on investments
|
| | | | (169) | | | | | | — | | |
Unrealized gains on investments
|
| | | | (13,221) | | | | | | — | | |
Gain on extinguishment of debt
|
| | | | (33,158) | | | | | | — | | |
Gain on treasury stock received
|
| | | | (2,877) | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | 212 | | | | | | (59,528) | | |
Expiration of Series-E warrants
|
| | | | (77) | | | | | | — | | |
Loss on disposal of Poloniex
|
| | | | — | | | | | | 156,824 | | |
Fair value adjustment for investment in digital assets trust
|
| | | | — | | | | | | 656 | | |
Gain on sale of Circle Invest
|
| | | | (625) | | | | | | — | | |
Gain on sale of Circle Trade
|
| | | | — | | | | | | (1,900) | | |
Loss (gain) on equity method investment in Centre IP
|
| | | | 769 | | | | | | (2,000) | | |
Net amortization of discount on acquisition payables
|
| | | | — | | | | | | 2,988 | | |
Net amortization of premium on convertible notes
|
| | | | (174) | | | | | | — | | |
Capitalization of interest on debt
|
| | | | 698 | | | | | | — | | |
Stock compensation expense
|
| | | | 3,583 | | | | | | 6,872 | | |
Deferred rent
|
| | | | (24) | | | | | | (64) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (676) | | | | | | 913 | | |
Prepaid expenses and other current assets
|
| | | | (859) | | | | | | 5,063 | | |
Accounts payable and accrued expenses
|
| | | | 15,532 | | | | | | (13,620) | | |
Deferred revenue
|
| | | | 133 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (14,923) | | | | | | (59,701) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Proceeds from sale of Poloniex
|
| | | | 10,000 | | | | | | 33,150 | | |
Proceeds from sale of Circle Trade
|
| | | | — | | | | | | 1,900 | | |
Proceeds from the sale of Circle Invest
|
| | | | 100 | | | | | | — | | |
| | |
Year ended December 31
|
| |||||||||
(In thousands, except share information)
|
| |
2020
|
| |
2019
|
| ||||||
Proceeds from sale of investments
|
| | | | 758 | | | | | | — | | |
SeedInvest acquisition consideration paid
|
| | | | (1,100) | | | | | | (7,579) | | |
Poloniex settlement consideration paid
|
| | | | (20,746) | | | | | | — | | |
Purchase of fixed assets
|
| | | | — | | | | | | (122) | | |
Purchase of digital assets
|
| | | | (3,906) | | | | | | — | | |
Disposal of digital assets
|
| | | | — | | | | | | 15,363 | | |
Capitalization of software development costs
|
| | | | (3,177) | | | | | | (5,487) | | |
Proceeds from fixed asset sales
|
| | | | 137 | | | | | | — | | |
Net cash provided by (used in) investing activities
|
| | | | (17,934) | | | | | | 37,225 | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from Genesis Loan
|
| | | | 25,000 | | | | | | — | | |
Proceeds from PPP Loan
|
| | | | 1,758 | | | | | | — | | |
Repayment of loans
|
| | | | — | | | | | | (20,000) | | |
Deposits held for customers and USDC holders, net
|
| | | | 3,499,489 | | | | | | 262,030 | | |
Exercise of stock options
|
| | | | 689 | | | | | | 627 | | |
Net cash provided by financing activities
|
| | | | 3,526,936 | | | | | | 242,657 | | |
Cumulative foreign translation adjustment
|
| | | | 165 | | | | | | 33 | | |
Net increase in cash and cash equivalents, restricted and customer cash
|
| | | | 3,494,244 | | | | | | 220,214 | | |
Cash and cash equivalents, restricted and customer cash at the beginning
of the year |
| | | | 557,873 | | | | | | 337,659 | | |
Cash and cash equivalents, restricted and customer cash at the end of the period
|
| | | $ | 4,052,117 | | | | | $ | 557,873 | | |
Cash, cash equivalents, and restricted cash consisted of the following: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 26,421 | | | | | $ | 34,726 | | |
Restricted cash
|
| | | | 961 | | | | | | 1,090 | | |
Cash segregated for benefit of customers
|
| | | | 4,024,735 | | | | | | 522,057 | | |
Total cash, cash equivalents, and restricted cash
|
| | | $ | 4,052,117 | | | | | $ | 557,873 | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | | |
Cash paid during the period for income taxes
|
| | | | — | | | | | | 25 | | |
Cash paid for interest
|
| | | | 380 | | | | | | 3,031 | | |
Supplemental schedule of non-cash activities: | | | | | | | | | | | | | |
Loans payable in bitcoins
|
| | | | — | | | | | | (7,419) | | |
Deferred revenue for digital assets received
|
| | | | 755 | | | | | | — | | |
| Level 1 | | | Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. | |
| Level 2 | | | Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| Level 3 | | | Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. | |
Fixed Asset
|
| |
Useful Life
|
|
Computers & Equipment | | | Three years | |
Fixtures & Furniture | | | Seven years | |
Software Licenses | | | One to three years | |
App and Web Design | | | One to three years | |
Leasehold Improvements | | | Lesser of useful life or remaining lease term | |
Poloniex acquired intangible assets
|
| |
Useful life
|
|
Customer relationships
|
| | 4 years | |
Developed technology
|
| | 2 years | |
Brand name and trademarks
|
| | 2 years | |
Non-compete agreement
|
| | 2 years | |
Internally developed software
|
| | 2 years | |
SeedInvest acquired intangible assets
|
| |
Useful life
|
|
Developed technology
|
| | 2 years | |
Customer relationships
|
| | 4 years | |
Regulatory licenses
|
| | 5 years | |
Trade name
|
| | 1 year | |
| | |
Circle
|
| |
SeedInvest
|
| |
Total
|
| |||||||||
Balance at December 31, 2018
|
| | | | — | | | | | | — | | | | | | — | | |
Goodwill acquired
|
| | | | — | | | | | | 37,961 | | | | | | 37,961 | | |
Goodwill impairment
|
| | | | — | | | | | | (13,947) | | | | | | (13,947) | | |
Balance at December 31, 2019
|
| | | | — | | | | | | 24,014 | | | | | | 24,014 | | |
Goodwill acquired
|
| | | | — | | | | | | — | | | | | | — | | |
Goodwill impairment
|
| | | | — | | | | | | — | | | | | | — | | |
Balance at December 31, 2020
|
| | | | — | | | | | | 24,014 | | | | | | 24,014 | | |
| | |
Transaction
and Treasury Services |
| |||
Balance at December 31, 2019
|
| | | | — | | |
Deferred revenue billed in the current period, net of recognition
|
| | | $ | 888 | | |
Revenue recognized that was included in the beginning period
|
| | | | — | | |
Balance at December 31, 2020
|
| | | $ | 888 | | |
| | |
Circle Segment
|
| |||||||||
|
Year ended December 31
|
| |||||||||||
|
2020
|
| |
2019
|
| ||||||||
Segment contribution margin
|
| | | | 3,413 | | | | | | 1,323 | | |
Net income (loss) before income taxes
|
| | | | (19,737) | | | | | | (16,339) | | |
| | |
SeedInvest Segment
|
| |||||||||
|
Year ended December 31
|
| |||||||||||
|
2020
|
| |
2019
|
| ||||||||
Net income (loss)
|
| | | | 2,544 | | | | | | (2,208) | | |
| | |
Year ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Segment contribution margin
|
| | | | 3,413 | | | | | | 1,323 | | |
Costs and expenses: | | | | | | | | | | | | | |
Compensation expense
|
| | | | (14,658) | | | | | | (39,685) | | |
General and administrative expenses
|
| | | | (12,832) | | | | | | (18,090) | | |
Depreciation and amortization expense
|
| | | | (4,500) | | | | | | (4,495) | | |
IT infrastructure costs
|
| | | | (3,242) | | | | | | (5,508) | | |
Digital assets impairment
|
| | | | (1,256) | | | | | | — | | |
Goodwill impairment
|
| | | | — | | | | | | (13,947) | | |
Marketing and advertising expenses
|
| | | | (240) | | | | | | (597) | | |
Other income, net
|
| | | | 13,578 | | | | | | 64,660 | | |
Net income (loss) before income taxes
|
| | | | (19,737) | | | | | | (16,339) | | |
| | |
Fair value
recognized on acquisition |
| |||
Assets Acquired | | | | | | | |
Accounts receivable
|
| | | | 417 | | |
Deposits and prepayments
|
| | | | 71 | | |
Intangible assets, net
|
| | | | 1,882 | | |
Total assets
|
| | |
$
|
2,370
|
| |
Liabilities Assumed | | | | | | | |
Accounts payable and accrued expenses
|
| | | | 117 | | |
Total liabilities
|
| | |
$
|
117
|
| |
Total identifiable net assets, at fair value
|
| | | | 2,253 | | |
Goodwill arising on acquisition
|
| | | | 37,961 | | |
Purchase consideration
|
| | | $ | 40,214 | | |
|
(i)
Closing cash payment at the acquisition date
|
| | | | 7,579 | | |
|
(ii)
Fair value of convertible notes
|
| | | | 29,560 | | |
|
(iii)
Fair value of contingent consideration
|
| | | | 3,075 | | |
|
Total consideration
|
| | | | 40,214 | | |
| Consideration received: | | | | | | | |
|
Cash
|
| | | | 100 | | |
|
Common stock fair value
|
| | | | 525 | | |
| Net assets sold: | | | | | | | |
|
Intangible and other assets, net
|
| | | | — | | |
|
Gain on sale of Circle Invest
|
| | | | 625 | | |
| Consideration received: | | | | | | | |
|
Cash
|
| | | $ | 1,900 | | |
|
Contingent Stock
|
| | | | — | | |
| Net assets sold: | | | | | | | |
|
Intangible and other assets, net
|
| | | | — | | |
|
Gain on sale of Circle Trade
|
| | | | 1,900 | | |
| Consideration received: | | | | | | | |
|
Cash
|
| | | | 33,150 | | |
|
Contingent Consideration
|
| | | | 15,000 | | |
| Net assets sold: | | | | | | | |
|
Intangible and other assets, net
|
| | | | 19,360 | | |
|
Goodwill
|
| | | | 185,555 | | |
|
Digital assets disposed, net
|
| | | | 59 | | |
|
Loss on Disposal of Poloniex
|
| | | | (156,824) | | |
As of December 31, 2020
|
| |
Gross
carrying amount |
| |
Accumulated
amortization(1) |
| |
Intangible
assets, net |
| |
Weighted average
remaining useful life (in years) |
| ||||||||||||
Amortizing intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Domain names
|
| | | | 284 | | | | | | (269) | | | | | | 15 | | | | | | 0.5 | | |
Internally developed software
|
| | | | 18,530 | | | | | | (15,545) | | | | | | 2,985 | | | | | | 1.4 | | |
SeedInvest acquired intangible assets
|
| | | | 1,882 | | | | | | (1,420) | | | | | | 462 | | | | | | 2.1 | | |
Indefinite life intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Digital assets held
|
| | | | 5,931 | | | | | | (1,256) | | | | | | 4,675 | | | | | | — | | |
Total intangible assets, net
|
| | | | 26,626 | | | | | | (18,490) | | | | | | 8,137 | | | | | | | | |
As of December 31, 2019
|
| |
Gross
carrying amount |
| |
Accumulated
amortization |
| |
Intangible
assets, net |
| |
Weighted average
remaining useful life (in years) |
| ||||||||||||
Amortizing intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Domain names
|
| | | | 284 | | | | | | (248) | | | | | | 36 | | | | | | 1.5 | | |
Internally developed software
|
| | | | 15,353 | | | | | | (12,027) | | | | | | 3,326 | | | | | | 1.2 | | |
SeedInvest acquired intangible assets
|
| | | | 1,882 | | | | | | (661) | | | | | | 1,221 | | | | | | 2.2 | | |
Indefinite life intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Digital assets held
|
| | | | 479 | | | | | | — | | | | | | 479 | | | | | | — | | |
Total intangible assets, net
|
| | | | 17,998 | | | | | | (12,936) | | | | | | 5,062 | | | | | | | | |
|
2021
|
| | | $ | 2,349 | | |
|
2022
|
| | | | 1,039 | | |
|
2023
|
| | | | 66 | | |
|
2024
|
| | | | 8 | | |
|
Thereafter
|
| | | | — | | |
|
Total amortization expense
|
| | | $ | 3,462 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Computers & Equipment
|
| | | $ | 249 | | | | | $ | 278 | | |
Fixtures & Furniture
|
| | | | 630 | | | | | | 819 | | |
Software Licenses
|
| | | | 15 | | | | | | 14 | | |
App and Web Design
|
| | | | 143 | | | | | | 144 | | |
Leasehold Improvements
|
| | | | 128 | | | | | | 214 | | |
Security Equipment
|
| | | | 4 | | | | | | 4 | | |
Total Fixed assets
|
| | | | 1,169 | | | | | | 1,473 | | |
Less: Accumulated depreciation and amortization
|
| | | | (726) | | | | | | (691) | | |
Total Fixed Assets, net
|
| | | $ | 443 | | | | | $ | 782 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||
| | |
Cost
|
| |
Estimated
Fair Value |
| |
Cost
|
| |
Estimated
Fair Value |
| ||||||||||||
Common Stock
|
| | | $ | 524 | | | | | $ | 13,631 | | | | | $ | — | | | | | $ | — | | |
Total
|
| | | $ | 524 | | | | | $ | 13,631 | | | | | $ | — | | | | | $ | — | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment in digital assets trust
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 589 | | |
Equity securities, at fair value
|
| | | | 13,631 | | | | | | — | | | | | | 1,076 | | | | | | — | | | | | | — | | | | | | 541 | | |
Divestment consideration receivable
|
| | | | — | | | | | | — | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | 15,000 | | |
Total Assets
|
| | | $ | 13,631 | | | | | $ | — | | | | | $ | 6,076 | | | | | $ | — | | | | | $ | — | | | | | $ | 16,130 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Convertible debt, net of debt discount
|
| | |
$
|
—
|
| | | | $ | — | | | | | $ | 30,614 | | | | | $ | — | | | | | $ | — | | | | | $ | 26,839 | | |
Acquisition payables
|
| | | | — | | | | | | — | | | | | | 12,276 | | | | | | — | | | | | | — | | | | | | 66,842 | | |
Warrant liability
|
| | | | — | | | | | | — | | | | | | 212 | | | | | | | | | | | | — | | | | | | 77 | | |
Total Liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 43,102 | | | | | $ | — | | | | | $ | — | | | | | $ | 93,758 | | |
|
Balance as of January 1, 2020
|
| | | $ | 541 | | |
|
Consideration received for new deals
|
| | | $ | 421 | | |
|
Fair value adjustment
|
| | | $ | 114 | | |
|
Balance as of December 31, 2020
|
| | | $ | 1,076 | | |
|
Balance as of January 1, 2020
|
| | | $ | 15,000 | | |
|
Payments received
|
| | | ($ | 10,000) | | |
|
Balance as of December 31, 2020
|
| | | $ | 5,000 | | |
|
Balance as of January 1, 2020
|
| | | $ | 589 | | |
|
Liquidation during 2020
|
| | | ($ | 589) | | |
|
Balance as of December 31, 2020
|
| | | $ | 0 | | |
|
Balance as of January 1, 2020
|
| | | $ | 77 | | |
|
Expiration of Series-E warrants
|
| | | | (77) | | |
|
Fair value adjustment of warrants related to the acquisition loan
|
| | | | 212 | | |
|
Balance as of December 31, 2020
|
| | | $ | 212 | | |
|
Balance as of January 1, 2020
|
| | | $ | 26,839 | | |
|
Net discount on convertible notes
|
| | | | (412) | | |
|
Capitalized interest
|
| | | | 698 | | |
|
Fair value adjustment
|
| | | | 3,489 | | |
|
Balance as of December 31, 2020
|
| | | $ | 30,614 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Discount rate
|
| | | | 13.0% | | | | | | 14.0% | | |
Volatility
|
| | | | 42.3% | | | | | | 35.9% | | |
Risk-free rate
|
| | | | 0.4% | | | | | | 1.8% | | |
|
Balance as of January 1, 2020
|
| | | $ | 66,842 | | |
|
Gain on extinguishment of debt
|
| | | | (33,158) | | |
|
Payment on settlement
|
| | | | (20,746) | | |
|
SeedInvest Payment
|
| | | | (1,100) | | |
|
Fair Value adjustment
|
| | | | 438 | | |
|
Balance as of December 31, 2020
|
| | | $ | 12,276 | | |
| | |
Year Ended December 31, 2020
|
| |||||||||
| | |
Circle
|
| |
SeedInvest
|
| ||||||
Continuing Operations | | | | | | | | | | | | | |
Transaction and Treasury Services
|
| | | $ | 2,589 | | | | | | — | | |
USDC interest income(1)
|
| | | | 4,435 | | | | | | — | | |
SeedInvest revenue
|
| | | | — | | | | | | 8,417 | | |
| | |
Year Ended December 31, 2020
|
| |||||||||
| | |
Circle
|
| |
SeedInvest
|
| ||||||
Discontinued Operations | | | | | | | | | | | | | |
Invest Revenue
|
| | | | 159 | | | | | | — | | |
Poloniex Revenue
|
| | | | — | | | | | | — | | |
Circle Trade Revenue
|
| | | | — | | | | | | — | | |
| | |
Year Ended December 31, 2019
|
| |||||||||
| | |
Circle
|
| |
SeedInvest
|
| ||||||
Continuing Operations | | | | | | | | | | | | | |
Transaction and Treasury Services
|
| | | | — | | | | | | — | | |
USDC interest income(1)
|
| | | | 6,232 | | | | | | — | | |
SeedInvest revenue
|
| | | | — | | | | | | 3,191 | | |
Discontinued Operations | | | | | | | | | | | | | |
Invest Revenue
|
| | | | 567 | | | | | | — | | |
Poloniex Revenue
|
| | | | 11,333 | | | | | | — | | |
Circle Trade Revenue
|
| | | | 7,276 | | | | | | — | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Unrealized gains on investments
|
| | | $ | 13,221 | | | | | $ | — | | |
Change in fair value of convertible debt
|
| | | | (3,489) | | | | | | 2,355 | | |
Gain on treasury stock
|
| | | | 2,877 | | | | | | — | | |
Interest expense and amortization of discount
|
| | | | (3,363) | | | | | | (3,453) | | |
Income generated from winding down platforms
|
| | | | 2,371 | | | | | | 1,689 | | |
Transitional support income
|
| | | | 1,061 | | | | | | 1,599 | | |
Fair value adjustment on warrant liability
|
| | | | (212) | | | | | | 59,528 | | |
Gain on exchange of IP for Centre Investment
|
| | | | — | | | | | | 2,000 | | |
Other, net
|
| | | | 1,226 | | | | | | 942 | | |
Total, net
|
| | | $ | 13,692 | | | | | $ | 64,660 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Domestic
|
| | | $ | (26,507) | | | | | $ | (59,154) | | |
Foreign
|
| | | | 9,309 | | | | | | 40,605 | | |
Total income before provision for income taxes
|
| | | $ | (17,198) | | | | | $ | (18,549) | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Current | | | | | | | | | | | | | |
Federal
|
| | | $ | (4,215) | | | | | | — | | |
State
|
| | | | 119 | | | | | | 11 | | |
Foreign
|
| | | | 24 | | | | | | 12 | | |
Total Current
|
| | | $ | (4,072) | | | | | $ | 23 | | |
Deferred: | | | | | | | | | | | | | |
Federal
|
| | | $ | (152) | | | | | $ | 5,357 | | |
State
|
| | | | (102) | | | | | | 2,351 | | |
Foreign
|
| | | | 4,441 | | | | | | — | | |
Total Deferred
|
| | | | 4,187 | | | | | | 7,708 | | |
Total
|
| | | $ | 115 | | | | | $ | 7,731 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Federal income taxes at 21.0%
|
| | | $ | (3,611) | | | | | $ | (3,895) | | |
State income taxes, net of federal benefit
|
| | | | 14 | | | | | | (1,902) | | |
Other permanent differences
|
| | | | (25) | | | | | | 585 | | |
Interest Expense Limitation
|
| | | | 130 | | | | | | — | | |
Other non-deductible Irish expenses
|
| | | | 813 | | | | | | — | | |
Penalties
|
| | | | 315 | | | | | | — | | |
Non-deductible warrant income / expense
|
| | | | 28 | | | | | | (12,501) | | |
Non-deductible compensation
|
| | | | 357 | | | | | | 995 | | |
Excess tax benefits related to share-based compensation
|
| | | | 66 | | | | | | (118) | | |
Federal research and experimentation credits
|
| | | | — | | | | | | (730) | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Foreign rate differential
|
| | | | 1,367 | | | | | | 1,037 | | |
Income tax contingency
|
| | | | (13) | | | | | | 127 | | |
Change in valuation allowance
|
| | | | 2,245 | | | | | | 23,682 | | |
Provision to return adjustments
|
| | | | 994 | | | | | | (39) | | |
Deferred tax rate change and adjustments
|
| | | | (209) | | | | | | 489 | | |
Current Tax Benefit (CARES Act)
|
| | | | (3,987) | | | | | | — | | |
DTA Utilization (CARES Act)
|
| | | | 1,558 | | | | | | — | | |
Other
|
| | | | 73 | | | | | | 1 | | |
Income tax expense
|
| | | $ | 115 | | | | | $ | 7,731 | | |
|
| | |
December 31
|
| |||||||||
Deferred tax assets:
|
| |
2020
|
| |
2019
|
| ||||||
Net operating loss carryforwards
|
| | | $ | 46,111 | | | | | $ | 59,850 | | |
Tax credit carryforwards
|
| | | | 1,913 | | | | | | 1,191 | | |
Intangible Assets
|
| | | | 3,554 | | | | | | 6,795 | | |
Unrealized loss on investments
|
| | | | 304 | | | | | | 140 | | |
Stock Based Compensation
|
| | | | 1,245 | | | | | | 810 | | |
Accruals and reserves
|
| | | | 3,980 | | | | | | 160 | | |
Charitable Contribution Carryforward
|
| | | | 212 | | | | | | — | | |
Other, net
|
| | | | — | | | | | | — | | |
Total deferred tax assets
|
| | | | 57,319 | | | | | | 68,946 | | |
Valuation allowance
|
| | | | (55,486) | | | | | | (68,019) | | |
Total deferred tax assets, net of valuation allowance
|
| | | | 1,833 | | | | | | 927 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Fixed Assets
|
| | | | (58) | | | | | | — | | |
Unrealized gain on investments
|
| | | | (5,165) | | | | | | — | | |
Investment in Centre Consortium
|
| | | | (344) | | | | | | (546) | | |
Other
|
| | | | (999) | | | | | | (927) | | |
Total deferred tax liabilities
|
| | | | (6,566) | | | | | | (1,473) | | |
Net deferred tax liability
|
| | | | (4,733) | | | | | | (546) | | |
| | |
December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Beginning balance
|
| | | | 311 | | | | | | 302 | | |
Increase/(decrease) related to tax positions taken during current year
|
| | | | — | | | | | | — | | |
Increase/(decrease) related to tax positions taken during prior years
|
| | | | 2 | | | | | | 9 | | |
Decrease related to a lapse of the applicable statute of limitations
|
| | | | — | | | | | | — | | |
Ending balance
|
| | | | 313 | | | | | | 311 | | |
| | |
December 31
2020 |
| |||
Genesis Loan: | | | | | | | |
Outstanding principal
|
| | | $ | 25,000 | | |
Accrued interest
|
| | | | 1,966 | | |
PPP Loan: | | | | | | | |
Outstanding principal
|
| | | $ | 1,758 | | |
Accrued interest
|
| | | | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Conversion of Series A redeemable convertible preferred stock
|
| | | | 33,620,690 | | | | | | 33,620,690 | | |
Conversion of Series B redeemable convertible preferred stock
|
| | | | 17,586,205 | | | | | | 17,586,205 | | |
Conversion of Series C redeemable convertible preferred stock
|
| | | | 18,445,443 | | | | | | 18,445,443 | | |
Conversion of Series C-1 redeemable convertible preferred stock
|
| | | | — | | | | | | — | | |
Conversion of Series D redeemable convertible preferred stock
|
| | | | 23,202,679 | | | | | | 23,202,679 | | |
Conversion of Series D-1 redeemable convertible preferred stock
|
| | | | — | | | | | | — | | |
Conversion of Series E redeemable convertible preferred stock
|
| | | | 9,077,030 | | | | | | 9,077,030 | | |
Common stock options issued under stock option plan
|
| | | | 19,641,567 | | | | | | 25,250,825 | | |
Common stock options available for grant under stock option plan
|
| | | | 6,405,003 | | | | | | 7,056,635 | | |
Total
|
| | |
|
127,978,617
|
| | | |
|
134,239,507
|
| |
Preferred stock class
|
| |
Issue Date
|
| |
Issue
price |
| |
Conversion
price |
| |
Liquidation
preference |
| |
Shares issued
and outstanding |
| |||||||||||||||
Series A
|
| | | | 8/22/2013 | | | | | | 0.27 | | | | | | 0.27 | | | | | | 0.27 | | | | | | 33,620,690 | | |
Series B
|
| | | | 2/26/2014 | | | | | | 0.97 | | | | | | 0.97 | | | | | | 0.97 | | | | | | 17,586,205 | | |
Series C
|
| | | | 4/10/2015 | | | | | | 2.17 | | | | | | 2.17 | | | | | | 2.17 | | | | | | 18,445,443 | | |
Series D
|
| | | | 5/17/2016 | | | | | | 2.76 | | | | | | 2.76 | | | | | | 2.76 | | | | | | 23,202,679 | | |
Series E
|
| | | | 5/14/2018 | | | | | | 16.23 | | | | | | 16.23 | | | | | | 16.23 | | | | | | 9,077,030 | | |
| | |
2020
|
| |
2019
|
|
Risk-free interest rate
|
| |
0.3% – 2.0%
|
| |
1.7% – 2.4%
|
|
Expected term
|
| |
2 – 6 years
|
| |
4 – 7 years
|
|
Expected volatility
|
| |
60.0 – 64.0%
|
| |
58.0 – 60.0%
|
|
Expected annual dividend
|
| |
0%
|
| |
0%
|
|
| | |
Number of
Stock Options |
| |
Weighted
Average Exercise Price ($) |
| |
Weighted
Average Remaining Contractual Term (in Years) |
| |
Aggregate
Intrinsic Value ($) |
| ||||||||||||
Outstanding at January 1, 2019
|
| | | | 27,362,491 | | | | | | 1.58 | | | | | | 8.18 | | | | | | — | | |
Granted
|
| | | | 7,287,777 | | | | | | 1.56 | | | | | | — | | | | | | | | |
Exercised
|
| | | | (1,295,613) | | | | | | 1.56 | | | | | | — | | | | | | | | |
Forfeited or expired
|
| | | | (8,103,830) | | | | | | 2.10 | | | | | | — | | | | | | | | |
Outstanding at December 31, 2019
|
| | | | 25,250,825 | | | | | | 1.22 | | | | | | 7.64 | | | | | | — | | |
| | |
Number of
Stock Options |
| |
Weighted
Average Exercise Price ($) |
| |
Weighted
Average Remaining Contractual Term (in Years) |
| |
Aggregate
Intrinsic Value ($) |
| ||||||||||||
Exercisable at December 31, 2019
|
| | | | 14,151,491 | | | | | | 1.00 | | | | | | 6.77 | | | | | | — | | |
Outstanding at December 31, 2019
|
| | | | 25,250,825 | | | | | | 1.22 | | | | | | 7.79 | | | | | | — | | |
Granted
|
| | | | 16,024,870 | | | | | | 0.08 | | | | | | | | | | | | | | |
Exercised
|
| | | | (6,260,890) | | | | | | 0.11 | | | | | | | | | | | | | | |
Forfeited or expired
|
| | | | (15,373,238) | | | | | | 1.06 | | | | | | | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 19,641,567 | | | | | | 0.10 | | | | | | 7.92 | | | | | | 71,411 | | |
Exercisable at December 31, 2020
|
| | | | 7,516,579 | | | | | | 0.14 | | | | | | 6.14 | | | | | | 27,033 | | |
|
| | |
Number of
Options |
| |
Weighted Average
Exercise Price |
| ||||||
Unvested Outstanding at January 1, 2019
|
| | |
|
15,983,844
|
| | | | $ | 2.12 | | |
Granted
|
| | | | 7,287,777 | | | | | | 1.56 | | |
Cancelled/Forfeited
|
| | | | (184,534) | | | | | | 2.17 | | |
Vested, outstanding shares
|
| | | | (11,987,753) | | | | | | 1.22 | | |
Unvested Outstanding at December 31, 2019
|
| | | | 11,099,334 | | | | | $ | 1.50 | | |
Granted
|
| | | | 16,024,870 | | | | | | 0.08 | | |
Cancelled/Forfeited
|
| | | | (1,299,323) | | | | | | 1.14 | | |
Vested, outstanding shares
|
| | | | (13,699,893) | | | | | | 0.11 | | |
Unvested Outstanding at December 31, 2020
|
| | | | 12,124,988 | | | | | $ | 0.08 | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net income (loss) from continuing operations
|
| | | $ | (17,313) | | | | | $ | (26,280) | | |
Net income (loss) from discontinued operations
|
| | | | 21,103 | | | | | | (152,285) | | |
Net income (loss) available to common stockholders
|
| | | $ | 3,790 | | | | | $ | (178,565) | | |
Numerator Adjustments: | | | | | | | | | | | | | |
Deemed contribution from Series C shares surrendered(1)
|
| | | $ | — | | | | | $ | 9,994 | | |
Dividend preference on preferred shares
|
| | | | (3,790) | | | | | | — | | |
Net income (loss) available to common stockholders
|
| | | $ | — | | | | | $ | (168,571) | | |
Denominator: | | | | | | | | | | | | | |
Weighted-average common shares – basic
|
| | | | 36,089,496 | | | | | | 34,805,605 | | |
Dilutive effect of equity awards
|
| | | | 15,760,900 | | | | | | — | | |
Weighted-average common shares – diluted
|
| | | | 51,850,396 | | | | | | 34,805,605 | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic:
|
| | | | | | | | | | | | |
Continuing operations
|
| | | | 0.00 | | | | | | (0.46) | | |
Discontinued operations
|
| | | | 0.00 | | | | | | (4.38) | | |
Basic earnings (loss) per share
|
| | | $ | 0.00 | | | | | $ | (4.84) | | |
Diluted:
|
| | | | | | | | | | | | |
Continuing operations
|
| | | | 0.00 | | | | | | (0.46) | | |
Discontinued operations
|
| | | | 0.00 | | | | | | (4.38) | | |
Diluted earnings (loss) per share
|
| | | $ | 0.00 | | | | | $ | (4.84) | | |
| | |
Year ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Foreign currency translation adjustment | | | | | | | | | | | | | |
Beginning balance at January 1
|
| | | $ | 683 | | | | | $ | 716 | | |
Pre-tax change
|
| | | | (165) | | | | | | (33) | | |
Tax effect
|
| | | | — | | | | | | — | | |
Total other comprehensive income, net of tax
|
| | | $ | 518 | | | | | $ | 683 | | |
| | |
December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Income tax receivable
|
| | | $ | 3,650 | | | | | $ | 3,396 | | |
Deposits
|
| | | | 1,319 | | | | | | 300 | | |
Prepaid expenses
|
| | | | 884 | | | | | | 1,266 | | |
Other
|
| | | | 69 | | | | | | 101 | | |
Total prepaid expenses and other current assets
|
| | | $ | 5,922 | | | | | $ | 5,063 | | |
| | |
December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Accrued expenses
|
| | | $ | 15,009 | | | | | $ | 4,358 | | |
USDC accrued rebates
|
| | | | 3,803 | | | | | | 941 | | |
Accrued interest
|
| | | | 3,287 | | | | | | 1,079 | | |
Other payables
|
| | | | 1,579 | | | | | | 1,768 | | |
Total accounts payable and accrued expenses
|
| | | $ | 23,678 | | | | | $ | 8,146 | | |
Year
|
| | | | | | |
2021
|
| | | $ | 1,563 | | |
2022
|
| | | | 1,590 | | |
2023
|
| | | | 1,264 | | |
2024
|
| | | | 626 | | |
2025
|
| | | | — | | |
Total
|
| | | $ | 5,043 | | |
| | |
Page
|
| |||
| | | | F-91 | | | |
| | | | F-92 | | | |
| | | | F-93 | | | |
| | | | F-94 | | | |
| | | | F-95 | | |
| | |
March 31,
2021 (Unaudited) |
| |
December 31,
2020 |
| ||||||
Assets: | | | | | | | | | | | | | |
Current asset: | | | | | | | | | | | | | |
Cash
|
| | | $ | 951,848 | | | | | $ | 1,082,101 | | |
Prepaid expense
|
| | | | 402,385 | | | | | | 465,709 | | |
Total current assets
|
| | | | 1,354,233 | | | | | | 1,547,810 | | |
Securities held in trust account
|
| | | | 276,029,393 | | | | | | 276,005,942 | | |
Total Assets
|
| | | $ | 277,383,626 | | | | | $ | 277,553,752 | | |
| | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 88,000 | | | | | $ | 100,253 | | |
Total current liabilities
|
| | | | 88,000 | | | | | | 100,253 | | |
| | | | | | | | | | | | | |
Warrant liabilities
|
| | | | 12,766,000 | | | | | | 11,912,642 | | |
Total Liabilities
|
| | | | 12,854,000 | | | | | | 12,012,895 | | |
Commitments | | | | | | | | | | | | | |
Common stock subject to possible redemption, 25,952,962 and 26,054,085 shares at redemption value, respectively
|
| | | | 259,529,620 | | | | | | 260,540,850 | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | | | | | | | — | | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized;
2,399,038 and 2,297,915 shares issued and outstanding, respectively |
| | | | 241 | | | | | | 231 | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding, respectively
|
| | | | 690 | | | | | | 690 | | |
Additional paid-in capital
|
| | | | 6,241,287 | | | | | | 5,230,067 | | |
Accumulated deficit
|
| | | | (1,242,212) | | | | | | (230,981) | | |
Total Stockholders’ equity
|
| | | | 5,000,006 | | | | | | 5,000,007 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 277,383,626 | | | | | $ | 277,553,752 | | |
|
Operating costs
|
| | | $ | 181,324 | | |
| | | | | | | | |
|
Loss from operations
|
| | | | (181,324) | | |
| | | | | | | | |
| Other income/(expense) | | | | | | | |
|
Change in fair value of warrants liability
|
| | | | (853,358) | | |
|
Interest income
|
| | | | 23,451 | | |
|
Total other income/(expense)
|
| | | | (829,907) | | |
| | | | | | | | |
|
Net loss
|
| | | | (1,011,231) | | |
| | | | | | | | |
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
| | | | 26,054,085 | | |
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
| | | $ | 0.00 | | |
|
Basic and diluted weighted average shares outstanding, common stock
|
| | | | 9,194,954 | | |
|
Basic and diluted net loss per share, common stock
|
| | | $ | (0.11) | | |
| | |
Class A Common
Stock |
| |
Class B Common
Stock |
| |
Additional
Paid-in |
| |
Accumulated
|
| |
Stockholders’
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Capital
|
| |
Deficit
|
| |
Equity
|
| |||||||||||||||||||||
Balance as of December 31, 2020
|
| | | | 2,297,915 | | | | | $ | 231 | | | | | | 6,900,000 | | | | | $ | 690 | | | | | $ | 5,230,067 | | | | | $ | (230,981) | | | | | $ | 5,000,007 | | |
Change in Class A common stock subject to possible
redemption |
| | | | 101,123 | | | | | | 10 | | | | | | — | | | | | | — | | | | | | 1,011,220 | | | | | | — | | | | | | 1,011,230 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,011,231) | | | | | | (1,011,231) | | |
Balance as of March 31,
2021 |
| | | | 2,399,038 | | | | | $ | 241 | | | | | | 6,900,000 | | | | | $ | 690 | | | | | $ | 6,241,287 | | | | | $ | (1,242,212) | | | | | $ | 5,000,006 | | |
| Cash flows from operating activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,011,231) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Accretion of interest on debt securities held in trust account
|
| | | | (23,451) | | |
|
Change in fair value of warrant liability
|
| | | | 853,358 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid assets
|
| | | | 63,324 | | |
|
Accounts payable and accrued expenses
|
| | | | (12,253) | | |
|
Net cash used in operating activities
|
| | | | (130,253) | | |
| | | | | | | | |
| Cash flows from investing activities: | | | | | | | |
|
Purchase of marketable securities
|
| | | | (1,104,070,313) | | |
|
Maturity of marketable securities
|
| | | | 1,104,070,313 | | |
|
Net cash used in investing activities
|
| | | | — | | |
| | | | | | | | |
|
Net change in cash
|
| | | | (130,253) | | |
|
Cash, beginning of the period
|
| | | | 1,082,101 | | |
|
Cash, end of period
|
| | | $ | 951,848 | | |
| Supplemental disclosure of cash flow information: | | | | | | | |
| Non-cash investing and financing transactions: | | | | | | | |
|
Change in value of Class A common stock subject to possible redemption
|
| | | $ | (1,011,230) | | |
| | |
For the
three months ended March 31, 2021 |
| |||
Common stock subject to possible redemption | | | | | | | |
Numerator: Net income allocable to Class A common stock subject to possible redemption
|
| | | | | | |
Accretion of interest income on marketable securities held in trust
|
| | | $ | 21,472 | | |
Less: interest available to be withdrawn for payment of taxes
|
| | | | (21,472) | | |
Net income allocable to Class A common stock subject to possible redemption
|
| | | $ | — | | |
Denominator: Weighted Average Redeemable Class A common stock
|
| | | | | | |
Redeemable Class A Common Stock, Basic and Diluted
|
| | | | 26,054,085 | | |
Basic and Diluted net income per share, Redeemable Class A Common Stock
|
| | | $ | 0.00 | | |
Non-Redeemable Common Stock | | | | | | | |
Numerator: Net Income minus Redeemable Net Earnings
|
| | | | | | |
Net Loss
|
| | | $ | (1,011,231) | | |
Redeemable Net Earnings
|
| | | | — | | |
Non-Redeemable Net Loss
|
| | | $ | (1,011,231) | | |
Denominator: Weighted Average Non-Redeemable Common Stock
|
| | | | | | |
Basic and diluted weighted average shares outstanding, common stock
|
| | | | 9,194,954 | | |
Basic and diluted net loss per share, common stock
|
| | | $ | (0.11) | | |
| | |
(Level 1)
|
| |
(Level 2)
|
| |
(Level 3)
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account – U.S. Money Market Funds
|
| | | $ | 276,029,393 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | $ | 12,420,000 | | | | | $ | — | | | | | $ | — | | |
Private Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 346,000 | | |
Input
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Common stock price
|
| | | $ | 9.78 | | | | | $ | 9.58 | | |
Expected term (years)
|
| | | | 5.69 | | | | | | 5.94 | | |
Expected volatility (Public Warrants)
|
| | | | — | | | | | | 15.0 | | |
Expected volatility (Private Warrants)
|
| | | | 14.1% | | | | | | 15.1% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Risk-free rate of interest
|
| | | | 1.08% | | | | | | 0.50% | | |
|
Fair value at December 31, 2020
|
| | | $ | 11,912,642 | | |
|
Public Warrants reclassified to level 1(1)
|
| | | | (12,420,000) | | |
|
Change in fair value
|
| | | | 853,358 | | |
|
Fair Value at March 31, 2021
|
| | | $ | 346,000 | | |
| | |
Page
|
| |||
| | | | F-108 | | | |
| | | | F-109 | | | |
| | | | F-110 | | | |
| | | | F-111 | | | |
| | | | F-112 | | | |
| | | | F-113 | | |
| Assets: | | | | | | | |
| Current asset: | | | | | | | |
|
Cash
|
| | | $ | 1,082,101 | | |
|
Prepaid expense
|
| | | | 465,709 | | |
|
Total current assets
|
| | | | 1,547,810 | | |
|
Securities held in Trust Account
|
| | | | 276,005,942 | | |
|
Total Assets
|
| | | $ | 277,553,752 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | $ | 100,253 | | |
|
Total current liabilities
|
| | | | 100,253 | | |
|
Warrant liability
|
| | | | 11,912,642 | | |
|
Total Liabilities
|
| | | | 12,012,895 | | |
| Commitments | | | | | | | |
|
Common stock subject to possible redemption, 26,054,085 shares at redemption value
|
| | | | 260,540,850 | | |
| Stockholders’ Equity: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,297,915 shares issued and outstanding at December 31, 2020
|
| | | | 231 | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares
issued and outstanding at December 31, 2020 |
| | | | 690 | | |
|
Additional paid-in capital
|
| | | | 5,230,067 | | |
|
Accumulated deficit
|
| | | | (230,981) | | |
|
Total stockholders’ equity
|
| | | | 5,000,007 | | |
|
Total Liabilities and Stockholders’ Equity
|
| | | $ | 277,553,752 | | |
|
Formation and operating costs
|
| | | $ | 121,735 | | |
|
Loss from operations
|
| | | | (121,735) | | |
| Other income | | | | | | | |
|
Change in fair value of warrant liability
|
| | | | 138,962 | | |
|
Transaction costs
|
| | | | (254,150) | | |
|
Interest income
|
| | | | 5,942 | | |
|
Total other income/(expense)
|
| | | | (109,246) | | |
|
Net loss
|
| | | | (230,981) | | |
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
| | | | 4,113,335 | | |
|
Basic and diluted net income per share, Class A common stock subject to possible
redemption |
| | | $ | 0.00 | | |
|
Basic and diluted weighted average shares outstanding, common stock
|
| | | | 6,505,401 | | |
|
Basic and diluted net loss per share, common stock
|
| | | $ | (0.04) | | |
| | |
Class A Common
Stock |
| |
Class B Common
Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Stockholders’
Equity (Deficit) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of
August 20, 2020 |
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Class B common stock issued to initial stockholders
|
| | | | — | | | | | | — | | | | | | 6,900,000 | | | | | | 690 | | | | | | 24,310 | | | | | | — | | | | | | 25,000 | | |
Sale of 28,352,000 Units
on December 10, 2020, net of warrant liability initial fair value |
| | | | 28,352,000 | | | | | | 2,835 | | | | | | — | | | | | | — | | | | | | 271,465,561 | | | | | | — | | | | | | 271,468,396 | | |
Net offering costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,721,558) | | | | | | — | | | | | | (5,721,558) | | |
Class A common stock subject to possible redemption
|
| | | | (26,054,085) | | | | | | (2,604) | | | | | | | | | | | | | | | | | | (260,538,246) | | | | | | — | | | | | | (260,540,850) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (230,981) | | | | | | (230,981) | | |
Balance as of December 31, 2020
|
| | | | 2,297,915 | | | | | $ | 231 | | | | | | 6,900,000 | | | | | $ | 690 | | | | | $ | 5,230,068 | | | | | $ | (230,981) | | | | | $ | 5,000,007 | | |
| Cash flows from operating activities: | | | | | | | |
|
Net loss
|
| | | $ | (230,981) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Accretion of interest on debt securities held in Trust Account
|
| | | | (5,942) | | |
|
Transaction costs
|
| | | | 254,150 | | |
|
Change in fair value of warrant liability
|
| | | | (138,962) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid assets
|
| | | | (465,709) | | |
|
Accounts payable and accrued expenses
|
| | | | 100,253 | | |
|
Net cash used in operating activities
|
| | | | (487,191) | | |
| Cash flows from investing activities: | | | | | | | |
|
Purchase of investment held in Trust Account
|
| | | | (276,000,000) | | |
|
Net cash used in investing activities
|
| | | | (276,000,000) | | |
| Cash flows from financing activities: | | | | | | | |
|
Proceeds from sale of common stock to initial stockholders
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriters’ discount
|
| | | | 270,480,000 | | |
|
Proceeds from sale of Private Placement Units
|
| | | | 7,520,000 | | |
|
Proceeds from note payable-related party
|
| | | | 200,000 | | |
|
Repayment of note payable-related party
|
| | | | (200,000) | | |
|
Payment of offering costs
|
| | | | (455,708) | | |
|
Net cash provided by financing activities
|
| | | | 277,569,292 | | |
|
Net change in cash
|
| | | | 1,082,101 | | |
|
Cash, beginning of the period
|
| | | | — | | |
|
Cash, end of period
|
| | | $ | 1,082,101 | | |
| Supplemental disclosure of cash flow information: | | | | | | | |
| Non-cash investing and financing transactions: | | | | | | | |
|
Initial value of Class A common stock subject to possible redemption
|
| | | $ | 260,511,240 | | |
|
Change in value of Class A common stock subject to possible redemption
|
| | | $ | 29,610 | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As restated
|
| |||||||||
Balance Sheet at December 10, 2020 | | | | | | | | | | | | | | | | | | | |
Warrant liability
|
| | | $ | — | | | | | $ | 12,051,604 | | | | | $ | 12,051,604 | | |
Total liabilities
|
| | | | 27,068 | | | | | | 12,051,604 | | | | | | 12,078,672 | | |
Class A common stock subject to possible redemption
|
| | | | 272,562,840 | | | | | | (12,051,600) | | | | | | 260,511,240 | | |
Class A common stock
|
| | | | 110 | | | | | | 121 | | | | | | 231 | | |
Additional paid-in capital
|
| | | | 5,000,652 | | | | | | 254,025 | | | | | | 5,254,677 | | |
Accumulated deficit
|
| | | | (1,447) | | | | | | (254,150) | | | | | | (255,597) | | |
Total Stockholders’ Equity
|
| | | | 5,000,005 | | | | | | (4) | | | | | | 5,000,001 | | |
Balance Sheet at December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Warrant liability
|
| | | $ | — | | | | | $ | 11,912,642 | | | | | $ | 11,912,642 | | |
Total liabilities
|
| | | | 100,253 | | | | | | 11,912,642 | | | | | | 12,012,895 | | |
Class A common stock subject to possible redemption
|
| | | | 272,453,490 | | | | | | (11,912,640) | | | | | | 260,540,850 | | |
Class A common stock
|
| | | | 110 | | | | | | 121 | | | | | | 231 | | |
Additional paid-in capital
|
| | | | 5,115,002 | | | | | | 115,065 | | | | | | 5,230,067 | | |
Accumulated deficit
|
| | | | (115,793) | | | | | | (115,188) | | | | | | (230,981) | | |
Total Stockholders’ Equity
|
| | | $ | 5,000,009 | | | | | $ | (2) | | | | | $ | 5,000,007 | | |
Statement of Operations for the period from August 20, 2020 (inception) through December 31, 2020
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | $ | — | | | | | $ | 138,962 | | | | | $ | 138,962 | | |
Transaction costs
|
| | | | — | | | | | | (254,150) | | | | | | (254,150) | | |
Total other income/(expense)
|
| | | | 5,942 | | | | | | (115,188) | | | | | | (109,246) | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As restated
|
| |||||||||
Net Loss
|
| | | | (115,793) | | | | | | (115,188) | | | | | | (230,981) | | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
| | | | 4,303,624 | | | | | | (190,289) | | | | | | 4,113,335 | | |
Basic and diluted weighted average shares outstanding, Class A common stock and Class B common stock
|
| | | | 6,315,113 | | | | | | 190,288 | | | | | | 6,505,401 | | |
Basic and diluted net loss per share
|
| | | | (0.02) | | | | | | (0.02) | | | | | | (0.04) | | |
Statement of Stockholders’ Equity for the period from August 20, 2020 (inception) through December 31, 2020
|
| | | | | | | | | | | | | | | | | | |
Class A common stock shares
|
| | | | 1,106,651 | | | | | | 1,191,264 | | | | | | 2,297,915 | | |
Class A common stock amount
|
| | | | 110 | | | | | | 121 | | | | | | 231 | | |
Additional paid-in-capital
|
| | | | 5,115,002 | | | | | | 115,065 | | | | | | 5,230,067 | | |
Accumulated deficit
|
| | | | (115,793) | | | | | | (115,188) | | | | | | (230,981) | | |
Total stockholders’ equity
|
| | | | 5,000,009 | | | | | | (2) | | | | | | 5,000,007 | | |
Statement of Cash Flows for the period from August 20, 2020 (inception) through December 31, 2020
|
| | | | | | | | | | | | | | | | | | |
Cash Flows from Operating Activities:
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (115,793) | | | | | $ | (115,188) | | | | | $ | (230,981) | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | (138,962) | | | | | | (138,962) | | |
Transaction costs
|
| | | | | | | | | | 254,150 | | | | | | 254,150 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | | | | | | | |
Initial value of Class A common stock subject to possible
redemption |
| | | | 272,562,840 | | | | | | (12,051,600) | | | | | | 260,511,240 | | |
Change in value of Class A common stock subject to possible redemption
|
| | | | (109,350) | | | | | | 138,960 | | | | | | 29,610 | | |
Year-end value of common stock subject to possible conversion
|
| | | | 272,453,490 | | | | | | (11,912,640) | | | | | | 260,540,850 | | |
| | |
For the Year ended
December 31, 2020 |
| |||
Common stock subject to possible redemption | | | | | | | |
Numerator: Net income allocable to Class A common stock subject to possible redemption
|
| | | | | | |
Accretion of interest income on marketable securities held in trust
|
| | | $ | 5,461 | | |
Less: interest available to be withdrawn for payment of taxes
|
| | | | (5,461) | | |
Net income allocable to Class A common stock subject to possible redemption
|
| | | $ | — | | |
Denominator: Weighted Average Redeemable Class A common stock
|
| | | | | | |
Redeemable Class A Common Stock, Basic and Diluted
|
| | | | 4,113,335 | | |
Basic and Diluted net income per share, Redeemable Class A Common Stock
|
| | | $ | 0.00 | | |
Non-Redeemable Common Stock | | | | | | | |
Numerator: Net Income minus Redeemable Net Earnings
|
| | | | | | |
Net Loss
|
| | | $ | (230,981) | | |
Redeemable Net Earnings
|
| | | | — | | |
Non-Redeemable Net Loss
|
| | | $ | (230,981) | | |
Denominator: Weighted Average Non-Redeemable Common Stock
|
| | | | | | |
Basic and diluted weighted average shares outstanding, common stock
|
| | | | 6,505,401 | | |
Basic and diluted net loss per share, common stock
|
| | | $ | (0.04) | | |
| | |
Amortized
Cost and Carrying Value |
| |
Gross
Unrealized Gains |
| |
Gross
Unrealized Losses |
| |
Fair Value
as of December 31, 2020 |
| ||||||||||||
U.S. Money Market
|
| | | $ | 10,695 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,695 | | |
U.S. Treasury Securities
|
| | | | 275,995,247 | | | | | | 1,993 | | | | | | — | | | | | | 275,997,240 | | |
| | | | $ | 276,005,942 | | | | | $ | 1,993 | | | | | $ | — | | | | | $ | 276,007,935 | | |
| | |
Quoted
Prices in Active Markets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Other Unobservable Inputs (Level 3) |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account – U.S. Money Market
|
| | | $ | 10,695 | | | | | $ | — | | | | | $ | — | | |
Investments held in Trust Account – U.S. Treasury
|
| | | $ | 275,997,240 | | | | | $ | — | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 11,593,380 | | |
Private Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 319,262 | | |
Input
|
| |
December 10,
2020 (Initial Measurement) |
| |
December 31,
2020 |
| ||||||
Common stock price
|
| | | $ | 9.58 | | | | | $ | 9.58 | | |
Expected term (years)
|
| | | | 6.00 | | | | | | 5.94 | | |
Expected volatility (Public Warrants)
|
| | | | 15.0% | | | | | | 15.0% | | |
Expected volatility (Private Warrants)
|
| | | | 15.1% | | | | | | 15.1% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Risk-free rate of interest
|
| | | | 0.52% | | | | | | 0.50% | | |
|
Fair value at issuance December 10, 2020
|
| | | $ | 12,051,604 | | |
|
Change in fair value
|
| | | | (138,962) | | |
|
Fair Value at December 31, 2020
|
| | | $ | 11,912,642 | | |
| | |
December 31,
2020 |
| |||
Deferred tax asset | | | | | | | |
Organizational costs/Startup expenses
|
| | | $ | 10,177 | | |
Federal net operating loss
|
| | | | 14,140 | | |
Total deferred tax asset
|
| | | | 24,317 | | |
Valuation allowance
|
| | | | (24,317) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | |
| | |
December 31,
2020 |
| |||
Federal | | | | | | | |
Current
|
| | | $ | — | | |
Deferred
|
| | | | 24,317 | | |
State | | | | | | | |
Current
|
| | | | — | | |
Deferred
|
| | | | — | | |
Change in valuation allowance
|
| | | | (24,317) | | |
Income tax provision
|
| | | $ | — | | |
|
Statutory federal income tax rate
|
| | | | 21.0% | | |
|
State taxes, net of federal tax benefit
|
| | | | 0.0% | | |
|
Transaction costs
|
| | | | (23.1)% | | |
|
Change in fair value of the warrant liability
|
| | | | 12.6% | | |
|
Change in valuation allowance
|
| | | | (10.5)% | | |
|
Income tax provision
|
| | | | —% | | |
| | |
Page
|
| |||
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-16 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-21 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-36 | | |
| | |
Page
|
| |||
| | | | A-37 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-42 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-45 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | |
| | |
Page
|
| |||
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-60 | | | |
| | | | A-61 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-64 | | | |
| | | | A-65 | | | |
| | | | A-66 | | | |
| | | | A-67 | | | |
| | | | A-67 | | | |
| | | | A-68 | | | |
| | | | A-69 | | | |
| | | | A-69 | | | |
| | | | A-70 | | | |
| | | | A-70 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-73 | | | |
| | | | A-73 | | | |
| | | | A-73 | | | |
| | | | A-74 | | | |
| | | | A-75 | | | |
| | | | A-75 | | | |
| | | | A-76 | | | |
| | | | A-76 | | | |
| | | | A-77 | | |
| | |
Page
|
| |||
| | | | A-77 | | | |
| | | | A-78 | | | |
| | | | A-78 | | | |
| | | | A-78 | | | |
| | | | A-78 | | | |
| | | | A-79 | | | |
| | | | A-79 | | | |
| | | | A-79 | | | |
| | | | A-79 | | | |
| | | | A-79 | | | |
| | | | A-80 | | | |
| | | | A-80 | | | |
| | | | A-80 | | | |
| | | | A-80 | | | |
| | | | A-81 | | |
|
Exhibit A
Form of Shareholders Agreement
|
| | | |
|
Exhibit B
Form of Registration Rights Agreement
|
| | | |
|
Exhibit C
Allocation Schedule
|
| | | |
|
Exhibit D
Amended Topco Constitution
|
| | | |
|
Exhibit E
Officers and Directors
|
| | | |
|
Exhibit F
Concord Warrant Amendment
|
| | | |
|
Exhibit G
Topco Capitalization
|
| | | |
|
Exhibit H
Escrow
|
| | | |
|
Exhibit I
Rollover Schedule
|
| | | |
|
Schedule A
Company Knowledge Parties
|
| | | |
|
Schedule A-1
Concord Knowledge Parties
|
| | | |
|
Schedule B
Supporting Equity Holders
|
| | | |
Defined Term
|
| |
Location of Definition
|
|
2021 Balance Sheet | | | Section 5.07(b) | |
Action | | | Section 5.09 | |
Aggregate Company Consideration | | | Section 1.01 | |
Agreement | | | Preamble | |
Allocation Schedule | | | Section 2.01 | |
Alternative Transaction | | | Section 9.04 | |
Amended Topco Constitution | | | Section 9.15 Section 10.02(g) | |
Antitrust Laws | | | Section 9.11(a) | |
Attorney | | | Section 2.01(c) | |
Audited Financial Statements | | | Section 5.07(a) | |
Balance Sheet Date | | | Section 5.07(a) | |
Blue Sky Laws | | | Section 5.05(b) | |
Claims | | | Section 8.03 | |
Closing | | | Section 4.01 | |
Closing Date | | | Section 4.01 | |
Closing Filing | | | Section 9.09 | |
Closing Press Release | | | Section 9.09 | |
Company | | | Preamble | |
Company Board | | | Recitals | |
Company Permits | | | Section 5.06 | |
Company Related Parties | | | Section 11.03(d) | |
Company Termination Fee | | | Section 11.03(b) | |
Defined Term
|
| |
Location of Definition
|
|
Competing Concord Transaction | | | Section 9.04(b) | |
Competing Seller | | | Section 9.04(b) | |
Concord | | | Preamble | |
Concord Board | | | Recitals | |
Concord Bylaws | | | Recitals | |
Concord Certificates | | | Section 3.06(a) | |
Concord Certificate of Incorporation | | | Recitals | |
Concord Preferred Shares | | | Section 7.03(a) | |
Concord Proposals | | | Section 9.02(a) | |
Concord SEC Reports | | | Section 7.07(a) | |
Concord Stockholders’ Meeting | | | Section 9.02(a) | |
Concord Tail Policy | | | Section 9.06(e) | |
Continuing Employees | | | Section 9.05(b) | |
Contracting Party | | | Section 12.11 | |
Contributing Holders | | | Section 2.01(c) | |
D&O Tail Policy | | | Section 9.06(d) | |
Data Security Requirements | | | Section 5.13(j) | |
Delivered Financial Statements | | | Section 9.14 | |
DGCL | | | Recitals | |
Earnout Consideration | | | Section 4.03(a) | |
Effect | | | Definition of Company Material Adverse Effect | |
Employment Matters | | | Section 5.11(e) | |
Environmental Permits | | | Section 5.15 | |
ERISA Affiliate | | | Section 5.10(c) | |
Exchange Act | | | Section 5.05(b) | |
First Contribution | | | Recitals | |
Fixtures and Equipment | | | Section 5.23 | |
Governmental Authority | | | Section 5.05(b) | |
Insurance Policies | | | Section 5.17(a) | |
Intended Irish Stamp Duty Treatment | | | Section 9.13(a) | |
Intended Merger Tax Treatment | | | Section 9.13(a) | |
Intended Tax Treatment | | | Section 9.13(a) | |
Intended Transaction Tax Treatment | | | Section 9.13(a) | |
IRS | | | Section 5.10(b) | |
Lease | | | Section 5.12(b) | |
Lease Documents | | | Section 5.12(b) | |
Material Contracts | | | Section 5.16(a) | |
Merger | | | Recitals | |
Merger Consideration | | | Section 3.06(a) | |
Merger Effective Time | | | Section 3.02 | |
Nonparty Affiliates | | | Section 12.11 | |
Non-U.S. Subsidiaries | | | Section 9.13(c)(v) | |
Defined Term
|
| |
Location of Definition
|
|
Outside Date | | | Section 11.01(b) | |
Parties | | | Preamble | |
Pending Matters | | | Exhibit H | |
PFIC | | | Section 9.13(c)(v) | |
Plans | | | Section 5.10(a) | |
PPACA | | | Section 5.10(f) | |
Private Placements | | | Recitals | |
Registration Rights Agreement | | | Recitals | |
Registration Statement / Proxy Statement | | | Section 9.01(a) | |
Remedies Exceptions | | | Section 5.04 | |
Rollover Schedule | | | Section 2.01(f) | |
SEC | | | Section 7.07(a) | |
Second Contribution | | | Recitals | |
Section 16 | | | Section 9.20 | |
Securities Act | | | Section 5.05(b) | |
Shareholders Agreement | | | Recitals | |
Signing Filing | | | Section 9.09 | |
Signing Press Release | | | Section 9.09 | |
Subscription Agreements | | | Recitals | |
Supporting Equity Holders | | | Recitals | |
Surviving Corporation | | | Section 3.01 | |
Terminating Company Breach | | | Section 11.01(g) | |
Terminating Concord Breach | | | Section 11.01(h) | |
Topco Equity Plans | | | Section 9.05(c) | |
Trademarks | | | Definition of Intellectual Property | |
Transaction Support Agreements | | | Recitals | |
Trust Account | | | Section 7.12 | |
Trust Agreement | | | Section 7.12 | |
Trust Fund | | | Section 7.12 | |
Trustee | | | Section 7.12 | |
US Subsidiary | | | Recitals | |
Waiver Agreement | | | Recitals | |
Warrant Accounting Matter | | | Section 7.07(c) | |
| | |
Page
|
| |||
| | | | A-D-13 | | | |
| | | | A-D-13 | | | |
| | | | A-D-16 | | | |
| | | | A-D-17 | | | |
| | | | A-D-17 | | | |
| | | | A-D-17 | | | |
| | | | A-D-18 | | | |
| | | | A-D-18 | | | |
| | | | A-D-19 | | | |
| | | | A-D-19 | | | |
| | | | A-D-19 | | | |
| | | | A-D-20 | | | |
| | | | A-D-20 | | | |
| | | | A-D-20 | | | |
| | | | A-D-20 | | | |
| | | | A-D-21 | | | |
| | | | A-D-21 | | | |
| | | | A-D-22 | | | |
| | | | A-D-22 | | | |
| | | | A-D-22 | | | |
| | | | A-D-22 | | | |
| | | | A-D-22 | | | |
| | | | A-D-23 | | | |
| | | | A-D-23 | | | |
| | | | A-D-23 | | | |
| | | | A-D-25 | | | |
| | | | A-D-25 | | | |
| | | | A-D-25 | | | |
| | | | A-D-26 | | | |
| | | | A-D-26 | | | |
| | | | A-D-27 | | |
| | |
Page
|
| |||
| | | | A-D-27 | | | |
| | | | A-D-27 | | | |
| | | | A-D-27 | | | |
| | | | A-D-27 | | | |
| | | | A-D-27 | | | |
| | | | A-D-28 | | | |
| | | | A-D-28 | | | |
| | | | A-D-28 | | | |
| | | | A-D-28 | | | |
| | | | A-D-29 | | | |
| | | | A-D-29 | | | |
| | | | A-D-30 | | | |
| | | | A-D-30 | | | |
| | | | A-D-31 | | | |
| | | | A-D-31 | | | |
| | | | A-D-31 | | | |
| | | | A-D-31 | | | |
| | | | A-D-32 | | | |
| | | | A-D-33 | | | |
| | | | A-D-33 | | | |
| | | | A-D-33 | | | |
| | | | A-D-33 | | | |
| | | | A-D-33 | | | |
| | | | A-D-34 | | | |
| | | | A-D-34 | | | |
| | | | A-D-34 | | | |
| | | | A-D-35 | | | |
| | | | A-D-35 | | | |
| | | | A-D-36 | | | |
| | | | A-D-37 | | | |
| | | | A-D-37 | | | |
| | | | A-D-37 | | | |
| | | | A-D-37 | | | |
| | | | A-D-37 | | | |
| | | | A-D-38 | | | |
| | | | A-D-38 | | | |
| | | | A-D-38 | | | |
| | | | A-D-38 | | | |
| | | | A-D-38 | | | |
| | | | A-D-41 | | | |
| | | | A-D-42 | | | |
| | | | A-D-42 | | | |
| | | | A-D-42 | | |
| | |
Page
|
| |||
| | | | A-D-43 | | | |
| | | | A-D-43 | | | |
| | | | A-D-43 | | | |
| | | | A-D-43 | | | |
| | | | A-D-45 | | | |
| | | | A-D-45 | | | |
| | | | A-D-45 | | | |
| | | | A-D-46 | | | |
| | | | A-D-46 | | | |
| | | | A-D-48 | | | |
| | | | A-D-48 | | | |
| | | | A-D-48 | | | |
| | | | A-D-49 | | | |
| | | | A-D-49 | | | |
| | | | A-D-50 | | | |
| | | | A-D-50 | | | |
| | | | A-D-50 | | | |
| | | | A-D-50 | | | |
| | | | A-D-51 | | | |
| | | | A-D-51 | | | |
| | | | A-D-51 | | | |
| | | | A-D-51 | | | |
| | | | A-D-51 | | | |
| | | | A-D-52 | | | |
| | | | A-D-52 | | | |
| | | | A-D-52 | | | |
| | | | A-D-52 | | | |
| | | | A-D-53 | | | |
| | | | A-D-53 | | | |
| | | | A-D-53 | | | |
| | | | A-D-53 | | | |
| | | | A-D-53 | | | |
| | | | A-D-53 | | | |
| | | | A-D-53 | | | |
| | | | A-D-53 | | | |
| | | | A-D-54 | | | |
| | | | A-D-54 | | | |
| | | | A-D-54 | | | |
| | | | A-D-54 | | | |
| | | | A-D-54 | | | |
| | | | A-D-54 | | | |
| | | | A-D-54 | | | |
| | | | A-D-55 | | |
| | |
Page
|
| |||
| | | | A-D-55 | | | |
| | | | A-D-55 | | | |
| | | | A-D-55 | | | |
| | | | A-D-56 | | | |
| | | | A-D-56 | | | |
| | | | A-D-56 | | | |
| | | | A-D-56 | | | |
| | | | A-D-56 | | | |
| | | | A-D-56 | | | |
| | | | A-D-57 | | | |
| | | | A-D-58 | | | |
| | | | A-D-58 | | | |
| | | | A-D-59 | | | |
| | | | A-D-59 | | | |
| | | | A-D-59 | | | |
| | | | A-D-59 | | | |
| | | | A-D-59 | | | |
| | | | A-D-60 | | | |
| | | | A-D-60 | | | |
| | | | A-D-60 | | | |
| | | | A-D-60 | | | |
| | | | A-D-60 | | | |
| | | | A-D-60 | | | |
| | | | A-D-61 | | | |
| | | | A-D-61 | | | |
| | | | A-D-61 | | | |
| | | | A-D-61 | | | |
| | | | A-D-61 | | | |
| | | | A-D-62 | | | |
| | | | A-D-62 | | | |
| | | | A-D-62 | | | |
| | | | A-D-63 | | | |
| | | | A-D-63 | | | |
| | | | A-D-63 | | | |
| | | | A-D-65 | | | |
| | | | A-D-65 | | | |
| | | | A-D-66 | | | |
| | | | A-D-66 | | | |
| | | | A-D-66 | | | |
| | | | A-D-66 | | | |
| | | | A-D-67 | | | |
| | | | A-D-67 | | |
| | |
Page
|
| |||
| | | | A-D-68 | | | |
| | | | A-D-68 | | | |
| | | | A-D-68 | | | |
| | | | A-D-68 | | | |
| | | | A-D-68 | | | |
| | | | A-D-68 | | | |
| | | | A-D-69 | | | |
| | | | A-D-69 | | | |
| | | | A-D-70 | | | |
| | | | A-D-70 | | | |
| | | | A-D-70 | | | |
| | | | A-D-71 | | | |
| | | | A-D-71 | | | |
| | | | A-D-71 | | | |
| | | | A-D-72 | | | |
| | | | A-D-72 | | | |
| | | | A-D-72 | | | |
| | | | A-D-72 | | | |
| | | | A-D-73 | | | |
| | | | A-D-75 | | | |
| | | | A-D-75 | | |
| Date: , | | | (Signature) | | | | |
| | | | (Address) | | | | |
| | | | | | |
(Tax Identification Number)
|
|
|
Signature Guaranteed:
|
| | | | | | |
| Name of Subscriber: | | | State/Country of Formation or Domicile: | | |||
| By: | | |
|
| | | |
| Name: | | |
|
| | ||
| Title: | | |
|
| | ||
| Name in which shares are to be registered (if different): | | | Date: , 2021 | | |||
| Subscriber’s EIN: | | | | | |||
| Business Address-Street: | | | Mailing Address-Street (if different): | | |||
| City, State, Zip: | | | City, State, Zip: | | |||
| Attn: | | | Attn: | | |||
| Telephone No.: | | | Telephone No.: | | |||
| Email Address: | | | Email Address: | | |||
| Number of Shares subscribed for: | | | | | |||
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
1.
|
☐
|
We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act). |
1.
|
☐
|
We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) for one or more of the following reasons (Please check the applicable subparagraphs): |
☐
|
|
a Canadian financial institution or a Schedule III bank of the Bank Act (Canada), |
☐
|
|
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), |
☐
|
|
a subsidiary of any person or company referred to in paragraphs (a) or (b) if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
☐
|
|
a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations, |
|
|
[omitted] |
|
(e.1)
|
[omitted] |
☐
|
|
the Government of Canada, the government of a province or territory of Canada, or any Crown |
☐
|
|
a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec, |
☐
|
|
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, |
☐
|
(i)
|
a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada, |
|
|
[omitted] |
☐
|
(j.1)
|
an individual who beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CAD$5,000,000, |
|
|
[omitted] |
|
|
[omitted] |
☐
|
|
a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, |
☐
|
|
an investment fund that distributes or has distributed its securities only to a person that is or was an accredited investor at the time of the distribution, a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount investment], or 2.19 of NI 45-106 [Additional investment in investment funds], or a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment fund reinvestment], |
☐
|
|
an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, |
☐
|
|
a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, |
☐
|
|
a person acting on behalf of a fully managed account1 managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, |
☐
|
|
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, |
☐
|
|
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or paragraph (i) in form and function, |
☐
|
|
a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors, |
☐
|
|
an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, |
☐
|
|
a person that is recognized or designated by the Commission as an accredited investor, |
☐
|
|
a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse. |
☐
|
(a)
|
a Canadian financial institution or a Schedule III bank; |
☐
|
(b)
|
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); |
☐
|
(c)
|
a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary; |
☐
|
(d)
|
a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer; |
☐
|
(e)
|
a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund; |
☐
|
(f)
|
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e); |
☐
|
(g)
|
the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada; |
☐
|
(h)
|
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; |
☐
|
(i)
|
a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Quebec; |
☐
|
(j)
|
a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be; |
☐
|
(k)
|
a person or company acting on behalf of a managed account managed by person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; |
☐
|
(l)
|
an investment fund if one or both of the following apply: |
☐
|
(m)
|
in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity; |
☐
|
(n)
|
in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity; |
☐
|
(o)
|
a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity; |
☐
|
(p)
|
an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million; |
☐
|
(q)
|
a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction; |
☐
|
(r)
|
a person or company, other than an individual or an investment fund, that has net assets of at least C$25,000,000 as shown on its most recently prepared financial statements; or |
☐
|
(s)
|
a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) through (r). |
| | |
Page
|
| |||
| | | | C-13 | | | |
| | | | C-13 | | | |
| | | | C-16 | | | |
| | | | C-17 | | | |
| | | | C-17 | | | |
| | | | C-17 | | | |
| | | | C-18 | | | |
| | | | C-18 | | | |
| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-20 | | | |
| | | | C-20 | | | |
| | | | C-20 | | | |
| | | | C-21 | | | |
| | | | C-21 | | | |
| | | | C-21 | | | |
| | | | C-22 | | | |
| | | | C-22 | | | |
| | | | C-22 | | | |
| | | | C-23 | | | |
| | | | C-23 | | | |
| | | | C-23 | | | |
| | | | C-23 | | | |
| | | | C-23 | | | |
| | | | C-25 | | | |
| | | | C-25 | | | |
| | | | C-25 | | | |
| | | | C-27 | | | |
| | | | C-27 | | | |
| | | | C-27 | | |
| | |
Page
|
| |||
| | | | C-27 | | | |
| | | | C-27 | | | |
| | | | C-27 | | | |
| | | | C-27 | | | |
| | | | C-28 | | | |
| | | | C-28 | | | |
| | | | C-28 | | | |
| | | | C-28 | | | |
| | | | C-28 | | | |
| | | | C-29 | | | |
| | | | C-29 | | | |
| | | | C-30 | | | |
| | | | C-30 | | | |
| | | | C-31 | | | |
| | | | C-31 | | | |
| | | | C-31 | | | |
| | | | C-31 | | | |
| | | | C-32 | | | |
| | | | C-33 | | | |
| | | | C-33 | | | |
| | | | C-33 | | | |
| | | | C-33 | | | |
| | | | C-33 | | | |
| | | | C-34 | | | |
| | | | C-34 | | | |
| | | | C-34 | | | |
| | | | C-35 | | | |
| | | | C-35 | | | |
| | | | C-36 | | | |
| | | | C-37 | | | |
| | | | C-37 | | | |
| | | | C-37 | | | |
| | | | C-37 | | | |
| | | | C-38 | | | |
| | | | C-38 | | | |
| | | | C-38 | | | |
| | | | C-38 | | | |
| | | | C-38 | | | |
| | | | C-39 | | | |
| | | | C-41 | | | |
| | | | C-42 | | | |
| | | | C-42 | | | |
| | | | C-42 | | |
| | |
Page
|
| |||
| | | | C-43 | | | |
| | | | C-43 | | | |
| | | | C-43 | | | |
| | | | C-44 | | | |
| | | | C-45 | | | |
| | | | C-45 | | | |
| | | | C-46 | | | |
| | | | C-46 | | | |
| | | | C-46 | | | |
| | | | C-48 | | | |
| | | | C-48 | | | |
| | | | C-48 | | | |
| | | | C-49 | | | |
| | | | C-50 | | | |
| | | | C-50 | | | |
| | | | C-50 | | | |
| | | | C-50 | | | |
| | | | C-50 | | | |
| | | | C-51 | | | |
| | | | C-51 | | | |
| | | | C-51 | | | |
| | | | C-52 | | | |
| | | | C-52 | | | |
| | | | C-52 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-54 | | | |
| | | | C-54 | | | |
| | | | C-54 | | | |
| | | | C-54 | | | |
| | | | C-54 | | | |
| | | | C-55 | | | |
| | | | C-55 | | | |
| | | | C-55 | | | |
| | | | C-55 | | | |
| | | | C-55 | | |
| | |
Page
|
| |||
| | | | C-55 | | | |
| | | | C-55 | | | |
| | | | C-56 | | | |
| | | | C-56 | | | |
| | | | C-56 | | | |
| | | | C-56 | | | |
| | | | C-57 | | | |
| | | | C-57 | | | |
| | | | C-57 | | | |
| | | | C-58 | | | |
| | | | C-58 | | | |
| | | | C-59 | | | |
| | | | C-59 | | | |
| | | | C-59 | | | |
| | | | C-60 | | | |
| | | | C-60 | | | |
| | | | C-60 | | | |
| | | | C-60 | | | |
| | | | C-60 | | | |
| | | | C-60 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-62 | | | |
| | | | C-63 | | | |
| | | | C-63 | | | |
| | | | C-63 | | | |
| | | | C-63 | | | |
| | | | C-63 | | | |
| | | | C-64 | | | |
| | | | C-65 | | | |
| | | | C-65 | | | |
| | | | C-66 | | | |
| | | | C-66 | | | |
| | | | C-67 | | | |
| | | | C-67 | | | |
| | | | C-67 | | | |
| | | | C-67 | | | |
| | | | C-68 | | |
| | |
Page
|
| |||
| | | | C-68 | | | |
| | | | C-68 | | | |
| | | | C-68 | | | |
| | | | C-69 | | | |
| | | | C-69 | | | |
| | | | C-69 | | | |
| | | | C-70 | | | |
| | | | C-71 | | | |
| | | | C-71 | | | |
| | | | C-71 | | | |
| | | | C-71 | | | |
| | | | C-72 | | | |
| | | | C-72 | | | |
| | | | C-72 | | | |
| | | | C-72 | | | |
| | | | C-73 | | | |
| | | | C-73 | | | |
| | | | C-74 | | | |
| | | | C-75 | | | |
| | | | C-76 | | |
| 1 | | | Albania | | | 39 | | | Luxembourg | |
| 2 | | | Armenia | | | 40 | | | Macedonia | |
| 3 | | | Australia | | | 41 | | | Malaysia | |
| 4 | | | Austria | | | 42 | | | Malta | |
| 5 | | | Bahrain | | | 43 | | | Mexico | |
| 6 | | | Belarus | | | 44 | | | Moldova | |
| 7 | | | Belgium | | | 45 | | | Montenegro | |
| 8 | | | Bosnia & Herzegovina | | | 46 | | | Morocco | |
| 9 | | | Botswana | | | 47 | | | Netherlands | |
| 10 | | | Bulgaria | | | 48 | | | New Zealand | |
| 11 | | | Canada | | | 49 | | | Norway | |
| 12 | | | Chile | | | 50 | | | Pakistan | |
| 13 | | | China | | | 51 | | | Panama | |
| 14 | | | Croatia | | | 52 | | | Poland | |
| 15 | | | Cyprus | | | 53 | | | Portugal | |
| 16 | | | Czech Republic | | | 54 | | | Qatar | |
| 17 | | | Denmark | | | 55 | | | Romania | |
| 18 | | | Egypt | | | 56 | | | Russia | |
| 19 | | | Estonia | | | 57 | | | Saudi Arabia | |
| 20 | | | Ethiopia | | | 58 | | | Serbia | |
| 21 | | | Finland | | | 59 | | | Singapore | |
| 22 | | | France | | | 60 | | | Slovak Republic | |
| 23 | | | Georgia | | | 61 | | | Slovenia | |
| 24 | | | Germany | | | 62 | | | South Africa | |
| 25 | | | Ghana4 | | | 63 | | | Spain | |
| 26 | | | Greece | | | 64 | | | Sweden | |
| 27 | | | Hong Kong | | | 65 | | | Switzerland | |
| 28 | | | Hungary | | | 66 | | | Thailand | |
| 29 | | | Iceland | | | 67 | | | Turkey | |
| 30 | | | India | | | 68 | | | Ukraine | |
| 31 | | | Israel | | | 69 | | | United Arab Emirates | |
| 32 | | | Italy | | | 70 | | | United Kingdom | |
| 33 | | | Japan | | | 71 | | | United States of America | |
| 34 | | | Kazakhstan | | | 72 | | | Uzbekistan | |
| 35 | | | Republic of Korea | | | 73 | | | Vietnam | |
| 36 | | | Kuwait | | | 74 | | | Zambia | |
| 37 | | | Latvia | | | | | | | |
| 38 | | | Lithuania | | | | | | | |
|
Exhibit
Number |
| |
Description
|
|
|
2#
|
| | | |
|
3.1*
|
| | Memorandum and Articles of Association of Topco. | |
|
3.2*
|
| | Form of Amended Memorandum and Articles of Association of Topco (as they will be in effect at the Merger Effective Time) (included as Annex C to the proxy statement/prospectus). | |
|
3.3
|
| | | |
|
3.4
|
| | | |
|
4.1*
|
| | Specimen Topco ordinary share certificate. | |
|
4.2*
|
| | Specimen Topco warrant. | |
|
4.3
|
| | | |
|
4.4
|
| | Form of Assignment, Assumption and Amendment Agreement for Concord’s outstanding warrants (included as Exhibit F to Exhibit 2). | |
|
5.1*
|
| | Opinion of Matheson, Ireland. | |
|
5.2*
|
| | Opinion of Greenberg Traurig, LLP. | |
|
8.1*
|
| | Opinion of Greenberg Traurig, LLP regarding tax matters. | |
|
10.1
|
| | | |
|
10.2
|
| | | |
|
10.3
|
| | | |
|
10.4*
|
| | 2021 Equity Incentive Plan. | |
|
10.5*
|
| | 2021 Employee Stock Purchase Plan. | |
|
10.6*
|
| | Senior Executive Cash Bonus Plan. | |
|
10.7*
|
| | Form of Director & Officer Indemnification. | |
|
14*
|
| | Form of Code of Ethics. | |
|
23.1
|
| | | |
|
23.2
|
| | | |
|
23.3*
|
| | Consent of Matheson, Ireland (included in Exhibit 5.1). | |
|
23.4
|
| | | |
|
23.5*
|
| | Consent of Greenberg Traurig, LLP (included in Exhibit 5.2). | |
|
23.6*
|
| | Consent of Greenberg Traurig, LLP (included in Exhibit 8.1). | |
|
99.1
|
| | | |
|
99.2*
|
| | Form of Preliminary Proxy Card (included as Annex E to the proxy statement/prospectus). | |
|
99.3*
|
| | Consent of Jeremy Allaire. | |
|
99.4*
|
| | Consent of M. Michele Burns. | |
|
99.5*
|
| | Consent of Raj Date. | |
|
99.6*
|
| | Consent of P. Sean Neville. | |
|
99.7*
|
| | Consent of Bob Diamond. | |
|
99.8*
|
| | Consent of [•]. | |
|
99.9*
|
| | Consent of [•]. | |
| | | | CIRCLE ACQUISITION PUBLIC LIMITED COMPANY | | ||||||
| | | | By: | | |
/s/ Jeremy Allaire
|
| |||
| | | | | | | Name: | | | Jeremy Allaire | |
| | | | | | | Title: | | | Chief Executive Officer | |
| | | | By: | | |
/s/ Jeremy Fox-Geen
|
| |||
| | | | | | | Name: | | | Jeremy Fox-Geen | |
| | | | | | | Title: | | | Chief Financial Officer | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeremy Allaire
Jeremy Allaire
|
| |
Chief Executive Officer
(Principal Executive Officer) & Director |
| |
August 6, 2021
|
|
|
/s/ Jeremy Fox-Geen
Jeremy Fox-Geen
|
| |
Chief Financial Officer
(Principal Financial Officer and Accounting Officer) |
| |
August 6, 2021
|
|
|
/s/ Elisabeth Carpenter
Elisabeth Carpenter
|
| |
Director
|
| |
August 6, 2021
|
|
| | | | By: | | |
/s/ Flavia Naves
|
| |||
| | | | | | | Name: | | | Flavia Naves | |
| | | | | | | Title: | | | Secretary | |