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Circle denies blaming SEC for shuttered $9B plan to go public

A Jan. 25 report from the Financial Times which was widely shared characterized Circle as having "blamed" the SEC for its "jettisoned" public listing plan.

A spokesperson for USD Coin (USDC) issuer Circle has denied reports that it blames the United States Securities and Exchange Commission (SEC) over its failed $9 billion plan to go public in December.

The stablecoin issuer representative was responding to a Jan. 25 Financial Times article which characterized Circle as having “blamed” the securities regulator for its “derailed” listing as a result of dragging its feet on the approval of a merger agreement.

However, a Circle spokesperson clarified to Cointelegraph that was not the case and that it doesn’t hold any blame over the SEC for the termination of its merger agreement.

“Circle has not and does not blame the SEC for anything related to the mutual termination of our SPAC merger agreement with Concord, and any statements to the contrary are inaccurate."

Circle’s listing on the New York Stock Exchange (NYSE) was pegged on them being able to combine with Concord, a company set up by banker Bob Diamond via a Special Purpose Acquisition Company arrangement, also known as a SPAC deal.

However, according to the FT, Circle said the merger failed to be consummated as a result of the SEC not declaring the related S-4 registration effective in time, which would cause the agreement to lapse on Dec. 10.

Circle’s spokesperson however referred to previous statements made by the company in December, noting that “the deal simply termed out.”

Concord had not publicly disclosed a reason for the failed business combination, but filed an 8-K form with the SEC on Dec. 5  — the same day the deal was announced as terminated — which revealed that it was being delisted by the NYSE due to “abnormally low trading price levels.”

Related: Court to hear oral arguments in Grayscale’s lawsuit against the SEC in March

Indeed, in a Dec, 5 tweet Circle co-founder and CEO Jeremy Allaire had nothing but positive words regarding the SEC, and noted that while it was disappointing that they were unable to complete qualification in time it was still planning on becoming a publicly-listed company.

As Cointelegraph had previously reported, the deal was first announced in Jul. 2021 at a valuation of $4.5 billion, before doubling in Feb. 2022 when it was revised up to $9 billion.

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USDC issuer Circle terminates SPAC merger with Concord

The deal previously valued Circle at $4.5 billion in July 2021 before an upwards revision to $9 billion in February 2022.

According to a new press release published on Dec. 5, USD Coin (USDC) issuer Circle announced the mutual termination of its proposed merger with special purpose acquisition company, or SPAC, Concord Acquisition. The deal was announced in July 2021 with a preliminary valuation of $4.5 billion and was then amended in February 2022 when Circle's valuation ballooned to $9 billion. USDC is currently the second largest stablecoin in circulation, with a market cap of $43 billion. 

Under the terms of the agreements, Concord had until Dec. 10 to consummate the transaction or seek a shareholder vote for an extension. However, it appears that Concord chose to have the time limit lapse instead. As told by Circle CEO Jeremy Allaire:

"Concord has been a strong partner and has added value throughout this process, and we will continue to benefit from the advice and support of Bob Diamond and the broader Concord team. We are disappointed the proposed transaction timed out; however, becoming a public company remains part of Circle's core strategy to enhance trust and transparency, which has never been more important."

Circle further reiterated that it "became profitable in the third quarter of 2022, with total revenue and reserve interest income of $274 million and net income of $43 million." The company currently has $400 million in unrestricted cash.

While the stakeholders didn't directly state the reason behind the deal's fallout, the ongoing crypto winter has led to a spiral of downward revisions for many companies' valuations. On top of that, SPAC mergers have also performed poorly, with the IPOX SPAC index benchmark falling over 40% since reaching all-time highs in February 2021. Likewise, Israeli cryptocurrency exchange eToro terminated its $10 billion SPAC merger this July after a downward revision to its valuation. 

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