Sebastian Sinclair

Block.one’s crypto exchange Bullish won’t be going public after all.&nbsp;



Its $9 billion merger with a SPAC has been terminated just four months after courts rejected its $27.5 million settlement in a class action lawsuit, which alleged its EOS initial coin offering constituted an unregistered securities sale.



Under a mutual agreement disclosed <a href="https://bullish.com/news/press-releases/far-peak-acquisition-corporation-and-bullish-announce-the-termination-of-proposed-business-combination/" target="_blank" rel="noreferrer noopener">Thursday</a>, Far Peak Acquisition Corp and Bullish said they’d be walking from the deal as the firm’s SEC Form-4 registration statement hadn’t yet been declared effective.



Form-4s are required to register securities issued by parties outside the US and are filed in support of mergers, tender offers and the like. Bullish is registered to the Cayman Islands, while Far Peak is in the US.



Far Peak and Bullish entered into a business combination agreement last year that would have taken the exchange public on the <a href="https://bullish.com/news/press-releases/bullish-announces-intent-to-go-public-on-new-york-stock-exchange/" target="_blank" rel="noreferrer noopener">New York Stock Exchange</a>.&nbsp;



Both parties had the right to step away if the deal hadn’t been formalized by the end of the year. The SPAC said it doesn’t intend to seek a new merger partner and would wind up operations by March 7 of next year — ending 18 months of deliberations between the pair.&nbsp;



Had Bullish gone public in the US, it would’ve been only the second pureplay crypto exchange to do so, following Coinbase’s direct listing last April.



“Our quest to become a public company is taking longer than expected, but we respect the SEC’s ongoing work to lay new digital asset frameworks and clarify industry-specific disclosure and accounting complexities,” said Brendan Blumer, CEO at both Bullish and EOS developer Block.one.



Bullish is <a href="https://bullish.com/news/press-releases/far-peak-acquisition-corporation-and-bullish-announce-the-termination-of-proposed-business-combination/" target="_blank" rel="noreferrer noopener">backed</a> by Peter Thiel’s Thiel Capital and Founders Fund, alongside Christian Angermayer and Alan Howard, among others.&nbsp;



<h3>Block.one SEC settlement lingers</h3>



Still, ending the deal comes after a US court threw out a <a href="https://www.forbes.com/sites/emilymason/2022/08/17/federal-court-rejects-275-million-settlement-in-blockone-ico-case-questions-reach-of-securities-law/?sh=c9e501e2bda6" target="_blank" rel="noreferrer noopener">proposed</a> $27.5 million class action settlement between Block.one and EOS investors in August.&nbsp;



The court raised concerns over how the proceeds were to be divided between global and US-based plaintiffs, considering the case focused on US securities law.



Block.one separately settled with the SEC for $24 million in 2019 over allegations its $4.1 billion EOS initial coin offering was an unregistered securities sale. Block.one paid up without admitting to or denying the charges.&nbsp;



The tossed settlement could have implications for how the SEC approaches securities cases moving forward, especially with regard to international investors.



In any case, the scuppering apparently couldn’t have come at a worse time for a crypto exchange seeking to go public in the US.



David Canellis contributed reporting.



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Block.one Cans $9B SPAC Merger 4 Months After Scrapped EOS Settlement

Casey Wagner

In a “mutual decision,” Circle and its planned special purpose acquisition company (SPAC) partner Concord have pulled the plug on plans to go public, the companies said Monday.&nbsp;



The SEC had not granted Circle and Concord approval to move forward. The approval process, while lengthy, is essential, according to Circle CEO Jeremy Allaire. Concord tapped its SPAC division, Concord Acquisition Corp., for the deal.&nbsp;



“From my perspective, I believe that the SEC has been rigorous and thorough in understanding our business and many novel aspects of this industry,” Allaire wrote in a <a href="https://twitter.com/jerallaire/status/1599755838566338560?s=20&amp;t=FPRkU_goqGA8VH5lz3a5Ag" target="_blank" rel="noreferrer noopener">tweet</a> Monday. “This kind of review is necessary to ultimately provide trust, transparency and accountability for major companies in crypto.”



Circle, which first revealed its SPAC ambitions in July 2021, delayed its plans twice — before canceling them all together. The most recent deferral came just last month, when the stablecoin issuer said the deal would be pushed to January 2023, according to an <a href="https://www.sec.gov/Archives/edgar/data/1824301/000121390022066194/ea167444-pre14a_concord.htm" target="_blank" rel="noreferrer noopener">SEC filing</a>.&nbsp;



“We are disappointed the proposed transaction timed out, however, becoming a public company remains part of Circle&#8217;s core strategy to enhance trust and transparency, which has never been more important,&#8221; Allaire said in a <a href="https://www.prnewswire.com/news-releases/circle-and-concord-acquisition-corp-mutually-agree-to-terminate-proposed-business-combination-301694560.html?tc=eml_cleartime" target="_blank" rel="noreferrer noopener">statement</a>.



Circle is now profitable, closing the third quarter of 2023 with a net income of $43 million — the “best financial position” the company has ever been in, Allaire said.&nbsp;



The delay comes as stablecoins continue to <a href="https://blockworks.co/news/stablecoin-regulation-ramps-up-across-the-globe-with-new-bis-guidance" target="_blank" rel="noreferrer noopener">attract interest</a> from regulators, although the recent blow-up of <a href="https://blockworks.co/news/bankman-fried-puts-off-house-testimony-on-ftx" target="_blank" rel="noreferrer noopener">offshore exchange FTX</a> has dominated the conversation around crypto rules in recent weeks.&nbsp;



“The recent market disruptions, while costly for many, were not systemic events,” Jon Cunliffe, chair of the CPMI and deputy governor for financial stability at the Bank of England, said in a July <a href="https://www.bis.org/press/p220713.htm" target="_blank" rel="noreferrer noopener">statement</a>, presumably referring to the depegging of algorithmic stablecoin UST in May.



“Such events could become systemic in the future, especially given the strong growth in these markets and the increasing linkages between crypto assets and with traditional finance,” Cunliffe added.



Showing proof of reserves — likely to be a key component of any stablecoin legislation that is passed in the US — is a transparency move Circle has leaned into. The issuer released its first monthly report for USDC reserve assets in 2018. 



Learn more: <a href="https://blockworks.co/news/what-are-proof-of-reserves-and-can-they-build-back-trust" target="_blank" rel="noreferrer noopener">What Is Proof of Reserves and Can It Build Back Trust?</a>



“As policy and regulatory requirements evolve and as better reporting opportunities arise, we intend to adjust our approach and continue to enhance transparency into our operations to give the market even more confidence,” the company <a href="https://www.circle.com/blog/new-levels-of-detail-in-the-monthly-usdc-attestation" target="_blank" rel="noreferrer noopener">said</a> at the time.



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In Post-FTX World, Circle Kills SPAC Plans

<div id="highlights-block_62b2864530b80" class="highlights">
 <ul>
 <li>Roxe issues its own private tokens to facilitate money transfers and remittances across 113 countries</li>
 <li>Despite waning interest in crypto from investors, SPAC deals continue to provide a means for private crypto and blockchain firms to go public</li>
 </ul>
 
</div>



Blockchain-based payments firm Roxe Holding said Tuesday it had entered into an agreement to merge with blank check company Goldenstone Acquisition in an estimated combined enterprise deal worth $3.6 billion.



The merger, following approval by Roxe&#8217;s and Goldenstone&#8217;s shareholders, will result in Roxe becoming a publicly-traded company on the Nasdaq Stock Market, according to a statement.



Special purpose acquisition companies (SPAC), or &#8220;blank check&#8221; companies, are entities with no commercial operations that obtain an initial public offering for the purpose of merging with private companies to take them public.



A merger of this size continues to fly in the face of a declining crypto market and waning interest from investors over a lack of returns generated by these types of vehicles. 



Still, many SPAC deals, including Circle&#8217;s intentions to go public with a $9 billion enterprise valuation, announced in February, offer a practical solution for blockchain and crypto firms seeking a listing on major traditional exchanges.



Goldenstone will be renamed “Roxe Holding Group Inc.” Roxe stockholders are expected to roll 100% of their equity into the combined company.



Roxe is a blockchain infrastructure company whose blockchain is based on a permissioned hybrid model supporting a range of assets including digital fiat, central bank digital currency, stablecoins, gift cards, gaming tokens, loyalty points and stocks, according to its <a href="https://roxe.io/about-us" target="_blank" rel="noreferrer noopener">website</a>.



Because of the permissioned model, Roxe does not interact with existing cryptocurrencies such as bitcoin or ether and instead issues its own private tokens to facilitate money transfers and remittances across 113 countries.



&#8220;Roxe is a leading blockchain-based open payments network and we strongly believe in the…opportunity for blockchain to transform payments,&#8221; Goldenstone&#8217;s CEO Eddie Ni said in the statement. &#8220;We believe that Roxe&#8217;s adherence to a compliant, robust strategy will make it a winner in this track.&#8221;



The deal is expected to close in the first quarter of next year.



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SPACs