Title Circle Internet - 9B - 2021.pdf ✅

Circle Internet Financial | Investor Presentation, June 2021 | 1 Circle Internet Financial Limited 2021
Circle Internet Financial | Investor Presentation, June 2021 | 2 General This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination between Concord Acquisition Corp (“Concord”) and Circle Internet Financial Limited (“Circle”). The information contained herein does not purport to be all-inclusive, and none of Concord, Circle nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. Use of Projections This presentation contains financial forecasts with respect to certain of Circle’s business and financial metrics, including, but not limited to, USDC in circulation, revenue, total transaction volume, total volume lent, Circle accounts, interest income, expenses, Adjusted EBITDA, margin, and SeedInvest total closed volume, which are being provided for illustrative purposes only. Neither Concord’s nor Circle’s independent auditors has audited, reviewed, compiled, or performed any procedures with respect to the projections for the purposes of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Furthermore, Concord’s due diligence review of Circle’s business and financial statements remains ongoing. These financial forecasts and projections should not be relied upon as being necessarily indicative of future results and may be impacted by findings in Concord’s due diligence process. Neither Concord nor Circle undertakes any commitment to update or revise the projections, whether as a result of new information, future events, or otherwise. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially for those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective forecasts are indicative of the future performance of Concord, Circle or the combined company after completion of any proposed business combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Historical Financial Information The historical financial information of Circle for the first quarter of 2021 in this presentation has been reviewed by Circle’s independent registered public accountant in accordance with U.S. GAAP pursuant to private company auditing standards and does not conform to Regulation S-X or PCAOB standards. Accordingly, such information may not be included in, may be adjusted in, or may be presented differently in the proxy statement/prospectus to be filed with the Securities and Exchange Commission (“SEC”). There is no assurance that any such adjustments will not be material. Forward-Looking Statements This presentation includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” “may,” “will,” “should,” “would,” “could,” “continue,” “future,” “seem,” “potential,” “predict,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects, and other aspects of the businesses of Concord, Circle or the combined company after completion of any proposed business combination are based on various assumptions, whether or not identified in this presentation and on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of Concord is not obtained; the potential liability to Circle resulting from a fee dispute with a financial advisor and an OFAC investigation; the ability to maintain the listing of the combined company’s securities on NYSE; the inability to complete the PIPE; the risk that the proposed business combination disrupts current plans and operations of Circle as a result of the announcement and consummation of the transaction described herein; the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline; the failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the prospective financial information with respect to Circle and costs related to the proposed business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination; the amount of redemption requests made by Concord’s public stockholders; the effects of the COVID-19 pandemic, general economic conditions; and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” in Amendment No. 1 to Concord’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 20, 2021, and other filings with the SEC, as well as factors associated with companies, such as the Company, that are engaged in the digital currency and payments industries. Accordingly, forward-looking statements, including any projects or analysis, should not be viewed as factual and should not be relied upon as an accurate prediction of future results. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements. Use of Non-GAAP Financial Measures This presentation includes certain forecasted non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin. Circle defines Adjusted EBITDA as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, and share-based compensation expense. Circle calculates Adjusted EBITDA margin as Adjusted EBITDA divided by the sum of Total Revenue and USDC Interest Income less USDC Income Sharing and Transaction Costs. Management believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Circle’s financial condition and results of operations. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Other companies may calculate non-GAAP measures differently, and therefore the non-GAAP measures of Circle included in this presentation may not be directly comparable to similarly titled measures of other companies. The company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of forward-looking non-GAAP financial measures is included. Industry and Market Data; Trademarks and Trade Names Information and opinions in this presentation rely on and refer to information and statistics regarding the sectors in which Circle competes and other industry data. This information and statistics were obtained from third-party sources, including reports by market research firms. Concord and Circle have not independently verified this information and make no representation or warranty, express or implied, as to its accuracy or completeness. Concord and Circle have supplemented this information where necessary with information from Circle’s own internal estimates, taking into account publicly available information about other industry participants and Circle’s management’s best view as to information that is not publicly available. This presentation contains preliminary information only, is subject to change at any time, and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with Concord or Circle. Concord and Circle also own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Concord or Circle, or an endorsement or sponsorship by or of Concord or Circle. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Concord or Circle will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. No Offer or Solicitation This presentation is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there by any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), or by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and applicable regulations in Ireland. Important Information for Investors and Shareholders In connection with the proposed business combination, a registration statement on Form S-4 (the “Form S-4”) is expected to be filed by a new holding company (“New Pubco”) with the SEC that will include a proxy statement of Concord that will also constitute a prospectus of New Pubco. Additionally, New Pubco and Concord will file other relevant materials with the SEC in connection with the proposed business combination. Investors and security holders of Concord and other interested persons are urged to read the Form S-4, including the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed business combination, when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. When available, the definitive proxy statement/prospectus will be mailed to stockholders of Concord as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Concord Acquisition Corp, 477 Madison Avenue, New York, New York 10022. Participants in the Solicitation Concord, Circle, New Pubco and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of Concord’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Concord’s executive officers and directors in the solicitation by reading Amendment No. 1 to Concord’s Annual Report on Form 10-K , which was filed with the SEC on May 20, 2021, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Other information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available. Confidentiality This presentation has been prepared for informational purposes only and is confidential. This presentation contains confidential information concerning Circle’s business and the proposed business combination including, but not limited to, non-public financial information and/or projections and the fact that Concord and Circle are in discussions regarding the proposed business combination. By accepting this presentation you agree to keep it and the information contained herein confidential and you agree that such information may not be copied, reproduced or distributed in whole or in part without each of Concord and Circle’s prior written consent. Disclaimer
Circle Internet Financial | Investor Presentation, June 2021 | 3 Jeremy Allaire Chief Executive Officer Jeff Tuder Chief Executive Officer Peter Ort Independent Director Bob Diamond Chairman Jeremy Fox-Geen Chief Financial Officer
Circle Internet Financial | Investor Presentation, June 2021 | 4 Differentiated and diverse global operating and investment experiences Deep domain expertise with financial services and financial technology Thorough understanding of the union between legacy financials and tech Strong relationships with leading institutional investors $3bn of capital raised for Atlas funds and co-investments since inception Comprehensive network of industry and regulatory relationships in U.S, EMEA and Asia Well-connected team including former financial services founders, bankers, academics and government officials Collaborative, partnership-focused culture Thorough understanding of levers to create long-term shareholder value for all public company stakeholders EXTENSIVE OPERATING & INVESTING EXPERIENCE DEEP EXPERIENCE & SUCCESS IN FUNDRAISING GLOBAL NETWORK OF EXECUTIVES, INVESTORS & POLICY CONNECTIONS PARTNERSHIP APPROACH Concord’s team has decades of experience investing in, operating, advising and growing global financial services businesses, with a goal of a long-term partnership to create sustainable value for shareholders.