SEC Derailed Circle's Plans to Go Public via SPAC Deal: Report

Circle said its plans to go public didn't go through because the U.S. Securities and Exchange Commission did not sign off on it.

AccessTimeIconJan 25, 2023 at 9:11 a.m. UTC
Updated Jan 25, 2023 at 5:09 p.m. UTC

Crypto payments company Circle has said its $9 billion plans to go public didn't go through because the U.S. Securities and Exchange Commission (SEC) did not sign off on it, according to the Financial Times (FT).

In a Twitter post in early December Circle CEO Jeremy Allaire said his firm didn't complete the SEC's "qualification in time."

The company behind USDC, the world’s second-largest stablecoin, had announced plans to go public in July 2021, with a valuation of $4.5 billion, which doubled in February 2022 when the company negotiated a new deal with special purpose acquisition company (SPAC) Concord Acquisition Corp., reflecting improvements in its financial outlook and competitive position.

According to the FT, Circle said that neither turbulent markets nor fearful investors were a factor in the abandonment of its SPAC deal.

“The business combination could not be consummated before the expiration of the transaction agreement because the SEC had not yet declared our S-4 registration ‘effective’,” the group said. An S-4 registration is a registration document that companies have to file with the SEC seeking permission to offer new shares, the report added.

Circle also said they never expected the SEC registration process to be quick, and that it's "necessary, appropriate and reasonable for the SEC to have a thorough, rigorous review process."

Contacted by CoinDesk, a Circle spokesperson denied the characterization of the FT article.

“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," the spokesperson said.

"As stated in December, 2022, the deal simply termed out," the spokesperson continued. "Jeremy Allaire further stated on Twitter that the ‘SEC has been rigorous and thorough in understanding our business and many novel aspects of this industry.’”

The SEC did not immediately respond to CoinDesk's requests for comment.

UPDATE (Jan. 25, 16:58 UTC): adds comment from Circle.


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Amitoj Singh is CoinDesk's regulatory reporter covering India. He holds BTC and ETH below CoinDesk's disclosure threshold of $1,000.

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