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 Apr 9, 2024 at 11:36 p.m. UTC
10 Years of Decentralizing the Future
May 29-31, 2024 - Austin, TexasThe biggest and most established global hub for everything crypto, blockchain and Web3.Register Now

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.

Disclosure

Please note that our privacy policy, terms of use, cookies, and do not sell my personal information has been updated.

CoinDesk is an award-winning media outlet that covers the cryptocurrency industry. Its journalists abide by a strict set of editorial policies. In November 2023, CoinDesk was acquired by the Bullish group, owner of Bullish, a regulated, digital assets exchange. The Bullish group is majority-owned by Block.one; both companies have interests in a variety of blockchain and digital asset businesses and significant holdings of digital assets, including bitcoin. CoinDesk operates as an independent subsidiary with an editorial committee to protect journalistic independence. CoinDesk employees, including journalists, may receive options in the Bullish group as part of their compensation.

Amitoj Singh

Amitoj Singh is a CoinDesk reporter.


Learn more about Consensus 2024, CoinDesk's longest-running and most influential event that brings together all sides of crypto, blockchain and Web3. Head to consensus.coindesk.com to register and buy your pass now.