EFiled: Dec 19 2022 06:18PM EST

Transaction ID 68675512
Case No. 2022-1173-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

FUNICULAR FUNDS, LP,

Plaintiff,

v. C.A. No. _______________

CONCORD ACQUISITION CORP,

CONCORD SPONSOR GROUP LLC, CA
CO-INVESTMENT LLC, BOB DIAMOND,
JEFF TUDER, MICHELE CITO, DAVID
SCHAMIS, PETER ORT, THOMAS KING,
and LARRY LEIBOWITZ,

Defendants.

VERIFIED CLASS ACTION COMPLAINT FOR

DECLARATORY, INJUNCTIVE, AND MONETARY RELIEF

Plaintiff Funicular Funds, LP (“Plaintiff”) alleges for its complaint against

Concord Acquisition Corp (“Concord” or the “SPAC”), Concord Sponsor Group

LLC (the “Sponsor”), CA Co-Investment LLC (“CA Co-Investment”), Bob

Diamond, Jeff Tuder, Michele Cito, David Schamis, Peter Ort, Thomas King and

Larry Leibowitz (together, the “Defendants”) the following upon knowledge as to

itself and its own actions, and upon information and belief as to all other matters.
 INTRODUCTION

1. This action arises from a SPAC sponsor’s disloyal attempt to

appropriate for itself a $20 million asset rightfully belonging to the stockholders of

the SPAC.

2. The SPAC and its Sponsor were formed by Atlas Merchant Capital

LLC (“Atlas”) to make an acquisition in the financial technology sector. Each of the

SPAC’s officers and directors has personal and financial ties to Atlas, and all but

one are employed by or directly affiliated with Atlas.

3. The SPAC initially negotiated a business combination with Circle

Internet Financial Limited (“Circle”), a cryptocurrency company, but that deal fell

through in early December 2022. The SPAC subsequently announced that it would

not complete a business combination before its two-year deadline and would wind

down and distribute its assets.

4. While the Sponsor had the opportunity to realize a significant profit by

completing a business combination, it failed to make that happen. Based on the

SPAC’s governing documents, applicable agreements, and the Sponsor’s numerous

public representations, the Sponsor agreed that, having failed to strike a deal, it

would lose its entire investment and its “shares will be worthless.”

5. Unhappy with the reality of that result, Defendants decided to award

themselves a “consolation prize” by misappropriating a $20 million break-up fee

2
paid by Circle that rightfully belongs to Plaintiff and the proposed Class as the

SPAC’s public shareholders.

6. The members of the SPAC’s Board of Directors (the “Board”)—all of

whom have financial interests in the Sponsor—have determined that the $20 million

break-up fee—paid through the issuance of Circle stock to the SPAC—will be

awarded to the Sponsor in connection with the SPAC’s dissolution. Stockholders, in

contrast, will receive back only their initial investments, with minimal interest, after

two years of being held in a trust account.

7. Defendants’ decision to misappropriate the break-up fee from the

SPAC violates not only their fiduciary duties to stockholders but also the express

terms of an agreement with the SPAC, pursuant to which Defendants waived any

right or claim to the SPAC’s assets in a distribution, which they acknowledged and

reiterated in the SPAC’s public filings with the SEC.

8. Defendants have announced their plan to redeem the Class A Public

Shares (defined below) on or before December 20, 2022. Thereafter, Defendants

plan to dissolve the SPAC and distribute its remaining assets, including the break-

up fee, to themselves.

9. This action seeks injunctive relief precluding the final dissolution of the

SPAC and the distribution of its remaining net assets—other than those currently

held in trust for investors—and seeks an order compelling Defendants to distribute

3
the break-up fee and any other remaining assets of the SPAC to the holders of Class

A Public Shares.

THE PARTIES

10. Plaintiff is a Delaware limited partnership and a stockholder of the

SPAC. Plaintiff continuously held shares of the SPAC at all times relevant to this

action.

11. The SPAC is a special purpose acquisition company, sometimes called

a “blank check company,” organized as a Delaware corporation. The SPAC was

formed by Atlas to acquire a private company.

12. The Sponsor is a Delaware limited liability company and is responsible

for managing the SPAC. Atlas formed the Sponsor, and the Sponsor’s managing

members consist of three Atlas senior personnel, Defendants Bob Diamond, David

Schamis and Jeff Tuder.

13. Defendant Bob Diamond is the Chairman of the SPAC’s Board. He is

a Founding Partner and the Chief Executive Officer (“CEO”) of Atlas. He is also the

Chairman of two other SPACs launched by Atlas: Concord Acquisition Corp II

(“Concord II”) and Concord Acquisition Corp III (“Concord III”).

14. Defendant Jeff Tuder is the CEO of the SPAC. He is an Operating

Partner of Atlas. He is also the Chief Executive Officer of Concord II and Concord

III, and a director of Concord III.

4
 15. Defendant Michele Cito is the SPAC’s Chief Financial Officer

(“CFO”). She is the CFO and a Managing Director of Atlas. She is also the CFO of

Concord II and Concord III.

16. Defendant David Schamis is a member of the Board. He is a Founding

Partner and the Chief Investment Officer of Atlas.

17. Defendant Thomas King is a member of the Board. He is an Operating

Partner of Atlas. He is also a member of the boards of directors of Concord II and

Concord III.

18. Defendant Larry Leibowitz is a member of the Board. He is an

Operating Partner of Atlas. He is also a member of the boards of directors of Concord

II and Concord III.

19. Defendant Peter Ort is a member of the Board. He is a Co-Founder of

CurAlea Associates LLC and General Partner at Cambium Capital Partners. He is

also a member of the boards of directors of Concord II and Concord III.

20. Defendants Diamond, King, Leibowitz and Ort are referred to as the

“Director Defendants.”

21. Defendants Diamond, Tuder and Cito are referred to as the “Officer

Defendants.”

22. All of the Director and Officer Defendants are affiliated directly or

indirectly with Atlas and each has financial interests in the ownership of the Sponsor.

5
 SUBSTANTIVE ALLEGATIONS

A. Atlas Forms The Sponsor And

The SPAC To Make An Acquisition

23. Atlas formed the Sponsor and the SPAC in September 2020 for the

purpose of identifying a business combination with a financial services or

technology company.

24. Atlas placed its own senior personnel in officer and director positions

for both the Sponsor and the SPAC, and only one member of the SPAC Board,

Defendant Ort, is not directly affiliated with Atlas. However, Ort serves on the

boards of two other Atlas-sponsored SPACs and also has a financial interest in the

Sponsor.

25. The SPAC’s capital structure consists of Class B common stock

(“Founder Shares”) and Class A common stock (“Public Shares”).

26. The Class B Founder Shares are held entirely by the Sponsor and

certain of the Defendants.

27. In September 2020, the Sponsor, CA Co-Investment, and Defendants

Ort, King and Leibowitz purchased approximately 7.1 million Founder Shares from

the SPAC for an aggregate purchase amount of $25,000 (or approximately 0.35 cents

per share).

28. In connection with the IPO, Defendants also (i) purchased 752,000

Class A Public Shares at $10 per share for $7,520,000 (the “Private Placement

6
Shares”); and (ii) forfeited a portion of their Founder Shares, leaving 6,900,000

Founder Shares currently outstanding as of today.

29. The Class A Public Shares were issued to investors in an initial public

offering (“IPO”), which was completed on December 10, 2020. Through the IPO,

Concord issued 27,600,000 Public Shares at $10.00 per share and generated

proceeds of $276,000,000.

30. The proceeds of the IPO have been held in a trust account pending the

SPAC’s identification of a business combination.

31. Concord had until December 10, 2022 to consummate a business

combination or else it would be forced to dissolve and return its assets to

stockholders.

32. As is typical for SPACs, Concord’s governing documents provided

that, in the event of successful business combination, the Class B Founder Shares

would be convertible to Class A Public Shares. This feature would potentially

provide the Sponsor and other Defendants with a windfall reward for orchestrating

a deal, given that they acquired millions of Founder Shares for 0.35 cents each (i.e.,

less than a penny per share).

33. However, in the event the SPAC failed to identify a business

combination within the allotted time, Defendants acknowledged they would receive

nothing and would lose their entire investment.

7
 34. In the IPO prospectus, Defendants stated that the “[F]ounder [S]hares

will be worthless if we do not complete an initial business combination,” and the

Sponsor and other Defendants “will lose their entire investment in [the SPAC] if [an]

initial business combination is not completed (other than with respect to any public

shares they may hold).”

35. In the event that Concord failed to consummate a transaction, its

Amended Certificate of Incorporation (the “Charter”) stated that it would cease

operations, return its assets to stockholders, and dissolve.

36. While the Charter provided that “the holders of shares of Common

Stock shall be entitled to receive all the remaining assets of the Corporation available

for distribution to its stockholders, ratably in proportion to the number of shares of

Class A Common Stock (on an as converted basis with respect to the Class B

Common Stock)”—i.e., both Class A and Class B stockholders would be entitled to

a pro rata distribution of the SPAC’s assets—Defendants subsequently agreed in

connection with the IPO to waive their rights with respect to any distribution of the

SPAC’s assets.

37. In a December 7, 2020 agreement between Concord, the Sponsor, and

each of the Defendants (the “Sponsor Agreement”), which supersedes the Charter,

Defendants agreed that “it, he or she has no right, title, interest or claim of any kind

in or to any monies held in the Trust Account or any other asset of the [SPAC] as a

8
result of any liquidation of the [SPAC] with respect to the Founder Shares and

Private Placement Shares held by it.”

38. Defendants also expressly waived all redemption rights with respect to

all shares except for Public Shares acquired in the open market following the IPO.

39. Defendants repeatedly reiterated the effect of the Sponsor Agreement

in the SPAC’s public filings with the SEC. For example, Defendants stated in the

SPAC’s 2021 Form 10-K that “[t]he founder shares will be worthless if we do not

complete an initial business combination,” and that the “752,000 private placement

units . . . will also be worthless if we do not complete our initial business

combination.”

40. The Form 10-K also summarized the Sponsor Agreement and stated

that the Defendants “have entered into a letter agreement with [Concord], pursuant

to which they have waived their rights to liquidating distributions from the trust

account with respect to any founder shares and private placement shares held by

them if we fail to complete our initial business combination within the prescribed

time period.”

B. Atlas Privately Invests In Circle In 2021

Before The SPAC Announces A Transaction

41. Circle is a financial technology firm that provides payment and treasury

infrastructure for digital assets and blockchain.

9
 42. On May 28, 2021, Atlas announced that it had joined a group of private

equity, institutional and strategic investors in a $440 million private investment in

Circle. Circle’s valuation in connection with this funding round was not disclosed.

43. At the time, Circle revealed that it was also contemplating a SPAC

transaction but did not disclose the identity of the transaction partner.

44. Two months later, on July 8, 2021, Concord and Circle announced that

the SPAC would invest approximately $276 million in Circle in a transaction that

valued Circle at $4.5 billion (the “Original Transaction”).

45. In connection with the Original Transaction, Defendant Diamond, a co-

founder of Atlas, would join Circle’s board of directors.

46. By early 2022, the parties had not closed the Original Transaction, and

it appears that Circle and its current shareholders—including Atlas—became

dissatisfied with Circle’s valuation. The cryptocurrency market had reached a

crescendo by that point, and valuations of crypto-related companies had soared.

47. On February 16, 2022, Concord and Circle mutually terminated the

Original Transaction and entered into a revised agreement (the “Transaction

Agreement”) that doubled the valuation of Circle from $4.5 billion to $9 billion (the

“Transaction”).

10
 48. The Transaction Agreement set a closing deadline of December 8,

2022, which could be extended only if the SEC declared Concord’s registration

statement/proxy statement effective.

49. The Transaction Agreement provided that in the event that the

Transaction is terminated “by mutual written consent of Concord and [Circle],” then

Circle “shall issue to Concord a number of [Circle] Ordinary Shares equal in value

to $20,000,000” (the “Break-Up Fee”).

50. On October 25, 2022, Concord filed its preliminary proxy statement

seeking shareholder approval of the Transaction.

C. Defendants Terminate The Transaction

After A String Of Collapses In The Crypto
Industry, But Attempt To Keep The Break-Up Fee

51. Between February 16, 2022 (the date of the revised Transaction) and

November 2022, the once high-flying cryptocurrency market experienced

significant turbulence and declines.

52. The price of Bitcoin fell from approximately $44,000 on February 16,

2022 to approximately $20,000 by November 2022, and numerous high-profile

companies in the industry collapsed, including Terraform Labs, Celsius Network,

Voyager Digital, Three Arrows Capital and BlockFi. Thereafter, in early November

2022, crypto-exchange FTX disclosed misconduct involving the apparent

11
misappropriation of billions of dollars of customers’ funds and, later in the month,

filed for bankruptcy.

53. By early December 2022, Bitcoin was trading well below $20,000 and

the cryptocurrency markets were in disarray.

54. On December 5, 2022, Defendants announced that Concord and Circle

had mutually agreed to terminate the Transaction (the “Termination Agreement”).

55. Defendants stated that, consistent with the Transaction Agreement,

Circle “agreed to issue to Concord an aggregate of $20,000,000 of its restricted,

unregistered ordinary shares (valued at the Circle valuation set forth in the

Transaction Agreement).”

56. Defendants further stated that they did “not believe that there is

sufficient time for Concord to consummate an initial business combination within

the period provided for in its certificate of incorporation,” and thus the SPAC would

redeem its Public Shares and dissolve.

57. Despite having agreed in advance to accept a complete loss if they

failed to orchestrate a business combination for the SPAC, Defendants announced

that, in the dissolution, Class A stockholders would receive back only their initial

investments.

58. Defendants planned to keep for themselves all of the Circle shares

received as a result of the Break-Up Fee, despite their fiduciary duties to Class A

12
stockholders, their written assurances otherwise, and their contractual waiver of all

rights to any liquidating distributions.

59. Defendants stated that “[p]ursuant to such provision of [the Charter]

extinguishing the rights of Concord’s public stockholders upon the required

redemption of Concord’s public shares as a result of the failure to complete an initial

business combination, and in light of the Sponsor’s agreement to provide releases in

connection with the termination of the Transaction Agreement, Concord’s

independent directors [i.e., Defendants in this action with personal financial interests

in the Sponsor and Atlas] concluded that the Circle shares to be received by Concord

will be for the benefit of the Sponsor.”

60. Defendants plan to redeem the Class A Public Shares on or within ten

days of December 10, 2022, and thereafter distribute the Break-Up Fee solely to the

Sponsor and themselves.

61. Defendants’ planned appropriation of the Break-Up Fee breaches their

fiduciary duties to Class A stockholders, the Sponsor Agreement and the repeated

public representations set forth in the SPAC’s SEC filings.

62. The Break-Up Fee is an asset of the SPAC—derived from the SPAC’s

Transaction Agreement and paid to the SPAC directly—and therefore Defendants

have no right or claim whatsoever to misappropriate it.

13
 CLASS ACTION ALLEGATIONS

63. Plaintiff brings this Action pursuant to Rule 23 of the Rules of the Court

of Chancery of the State of Delaware individually and as a class action on behalf of

all public investors in the SPAC (the “Class”).

64. The Class includes all holders of Class A Public Shares on the date of

Concord’s redemption of the Public Shares. The Class does not include Defendants

named herein, and any person, firm, trust, corporation, or other entity related by

blood or marriage to or affiliated or associated with any of the Defendants or their

successors in interest.

65. The members of the Class are so numerous that joinder of all members

is impracticable. Upon information and belief, the SPAC’s shares are beneficially

owned by thousands of geographically dispersed stockholders.

66. There are questions of law and fact common to the Class, which

predominate over questions affecting any individual Class member. These common

questions include, inter alia:

 Whether Defendants breached their contractual and fiduciary duties to

stockholders;

 Whether Defendants were unjustly enriched; and

 The existence and extent of injury to Plaintiff and the Class caused by

such breaches, violations, and misconduct.

14
 67. No difficulties are likely to be encountered in the management of this

case as a class action.

68. Defendants have acted on grounds generally applicable to the Class

with respect to the matters complained of herein, thereby making appropriate the

relief sought herein with respect to the Class as a whole.

69. Plaintiff is committed to prosecuting this action and has retained

competent counsel experienced in litigation of this nature. Plaintiff’s claims are

typical of the claims of other Class members and Plaintiff has the same interests as

other Class members. Accordingly, Plaintiff is an adequate representative of the

Class and will fairly and adequately protect the interests of the Class.

70. The prosecution of separate actions by individual members of the Class

would create the risk of inconsistent or varying adjudications with respect to

individual members of the Class, which would establish incompatible standards of

conduct for Defendants or adjudications with respect to individual members of the

Class that would, as a practical matter, be dispositive of the interests of the other

members not parties to the adjudications or substantially impair or impede their

ability to protect their interests.

71. A class action is superior to other available methods for the fair and

efficient adjudication of this controversy.

15
 CAUSES OF ACTION

COUNT I

Declaratory Judgment

72. Plaintiff repeats and realleges the allegations set forth in the paragraphs

above as if fully set forth herein.

73. As set forth in detail above, pursuant to the Charter, Sponsor

Agreement, and Defendants’ public representations, Defendants have no right, claim

or other entitlement to the Break-Up Fee or other remaining assets of the SPAC. The

Break-Up Fee is a corporate asset of the SPAC and rightfully belongs to holders of

Class A Public Shares.

74. Plaintiff is entitled to a declaratory judgment that Defendants have no

entitlement to the Break-Up Fee or any remaining assets of the SPAC, and that the

Break-Up Fee must be distributed equitably to holders of Class A Public Shares in

connection with the SPAC’s dissolution.

75. Plaintiff seeks all appropriate injunctive relief necessary to enforce the

declaratory judgment entered by this Count. In the absence of such injunctive relief,

stockholders will incur significant non-monetary harm that cannot be remedied by

monetary damages.

16
 COUNT II

Claim For Breach Of Fiduciary Duty

76. Plaintiff repeats and realleges the allegations set forth in the paragraphs

above as if fully set forth herein.

77. Defendants owe duties of care and loyalty to all Concord stockholders

by virtue of their control of the SPAC and their positions as officers and/or directors

of the SPAC

78. Defendants have breached their fiduciary duties by determining to

appropriate the Break-Up Fee for themselves at the expense of stockholders.

79. Defendants are each self-interested in the distribution of the Break-Up

Fee to the Sponsor (i.e., themselves) because each has a financial interest in Atlas

and/or the ownership of the Sponsor.

80. Defendants have no equitable, legal or contractual right, or business

purpose, to appropriate the Break-Up Fee for themselves, and plan to do so solely

based on their own financial self-interests. Defendants waived any right or claim to

the SPAC’s assets under the Sponsor Agreement—as a necessary condition to raise

public funds in the first place—and therefore there are no circumstances under which

Defendants may equitably make a claim on those assets.

81. Defendants’ actions are not entitled to business judgment protection

because of their financial self-interests in the Sponsor and Atlas, and thus their

17
decision must be weighed under the entire fairness standard. The contemplated

distribution of assets is unfair on its face.

82. This Court should enjoin Concord from distributing any assets other

than the IPO proceeds that are currently held in trust for holders of Class A Public

Shares, and should order Defendants to equitably distribute the Break-Up Fee and

other remaining assets to Plaintiff and the Class. For the avoidance of doubt, this

action does not seek to enjoin the distribution of the assets held in trust in connection

with the redemption of Class A Public Shares.

83. In the absence of such injunctive relief, stockholders will incur

significant non-monetary harm that cannot be remedied by monetary damages.

COUNT III

Unjust Enrichment

84. Plaintiff repeats and realleges all of the allegations set forth in the

paragraphs above as if fully set forth herein.

85. By their self-interested and wrongful acts, Defendants are attempting

to unjustly enrich themselves at the expense of, and to the detriment of, the SPAC’s

public stockholders.

86. Defendants plan to divert the SPAC’s Break-Up Fee, after redemption

of Class A Public Shares, to themselves for their own personal financial benefit.

18
 87. This Count seeks the same injunctive relief against Defendants

described above in Count II.

88. Plaintiffs and the Class have no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment as follows:

A. Declaring that this suit may proceed as a class action;

B. Declaring that the Defendants are not entitled to the Break-Up Fee,

which should be distributed equitably to Plaintiff and the Class;

C. Declaring that the Defendants breached their fiduciary duties owed to

stockholders and have unjustly enriched themselves to the detriment of stockholders;

D. Enjoining the distribution of the SPAC’s assets other than with respect

to the IPO proceeds held in trust for holders of Class A Public Shares;

E. Ordering Defendants to equitably distribute the Break-Up Fee

exclusively to Plaintiff and the Class;

F. Granting any additional extraordinary, equitable and injunctive relief

against all Defendants to the fullest extent permitted by law and/or equity and

consistent with the allegations above;

G. Awarding Plaintiff and the members of the Class pre-judgment and

post-judgment interest, as well as to Plaintiff the costs of the action, including

19
reasonable attorneys’ fees, accountants’ fees, consultants’ fees, and experts’ fees,

costs, and expenses; and

H. Granting such further relief as the Court deems just and equitable.

Dated: December 19, 2022

MELUNEY ALLEMAN
& SPENCE, LLC

OF COUNSEL: /s/ William M. Alleman, Jr.

William M. Alleman, Jr. (#5449)
Aaron T. Morris Sean A. Meluney (#5514)
Andrew W. Robertson Stephen A. Spence (#5392)
MORRIS KANDINOV LLP 1143 Savannah Rd., Suite 3-A
1740 Broadway, 15th Floor Lewes, DE 19801
New York, NY 10019 (302) 551-6740
(877) 216-1552
Counsel for Funicular Funds, LP
AFN LAW, PLLC
Angus F. Ni
506 2nd Ave., Suite 1400
Seattle, WA 98104
(646) 453-729

20
 EFiled: Dec 19 2022 06:18PM EST
Transaction ID 68675512
CaseOF
IN THE COURT OF CHANCERY OF THE STATE No. DELAWARE
2022-1173-

FUNICULAR FUNDS, LP,

Plaintiff,

V.

CONCORD ACQUISITION CORP,

CONCORD SPONSORGROUP LLC, CA
CO-INVESTMENT LLC, BOB DIAMOND,
JEFF TUDER, MICHELE CITO, DAVID
SCHAMIS, PETER ORT, THOMAS KING,
LARRY LEIBOWITZ,

Defendants.

AFFIDAVIT AND VERIFICATION

OF FUNICULAR FUNDS, LP

STATE OF CALIFORNIA
) SS:
COUNTY OF SAN FRANCISCO )

I, Jacob Ma-Weaver, being duly sworn, do hereby state as follows:

1. I am the Managing Member of Cable Car Capital LLC, which is the

General Partner of Funicular Funds, LP (the “Fund"), the plaintiff in the above-

captioned action. The Fund is a continuous holder of Concord Acquisition Corp.

common stock at the time of the wrongs complained of in the Veri ed Class Action

Complaint (the "Complaint"). I have authority to act on behalfof the Fund.

2. I have reviewed the Complaint and I have authorized its ling.

fi
fi
 3. The facts alleged in the Complaint are true and correct to the best of my

knowledge, information, and belief.

4. In accordance with Delaware Court of Chancery Rule 23, I have not

received, been promised or offered, and will not accept any form of compensation,

directly or indirectly, for prosecuting or serving as a representative party in this

action except for:

(a) such fees, costs or other payments as the Court expressly

approves to be paid; or

(b) reimbursement, paid by my attorneys, of actual and reasonable

out-of-pocket expenditures incurred directly in connection with the prosecution of

this action.

I declare under penalty of perjury under the laws of Delaware that the

foregoing is true and correct.

Executed on the 19th day of December, 2022

A notary public or ciner of cer completing this

certi cate ve i es only the identity of the individual
who signed the document to which this certi cate
is attsched, and not the truthfuiness accuracy, or
validity of that document.
IACOBMA-WEAVER
STATE
OFCALİFORNIA COUNTYOF_52faneSco
Subsciibed and sworn to (or af rmed) before me on this

Sworn to and subscribed before 9day ofec,2022by JacobMa- lal aaer

proved lo me on the basis of saljsfactory evidence to be the person(s)

this 19 day of December 2022. who appeared before me.

LOU M. FONG-WANG

onq-lWansy
Notary Public
COMM.#2404306
EFNOTARY PUBLIG-CALIFORNIA
SANFRANCISCO COUNTY
MrCOMM. EXP.MAY 30, 2026

-2-
fi
fi
fi
fi
fi
 EFiled: Dec 19 2022 06:18PM EST
Transaction ID 68675512
SUPPLEMENTAL INFORMATION PURSUANT TONo.
Case RULE 3(A)
2022-1173-
OF THE RULES OF THE COURT OF CHANCERY

The information contained herein is for the use by the Court for statistical and administrative purposes
only. Nothing stated herein shall be deemed an admission by or binding upon any party.

1. Caption of Case: FUNICULAR FUNDS, LP v. CONCORD ACQUISITION CORP., CONCORD

SPONSOR GROUP LLC, CA CO-INVESTMENT LLC, BOB DIAMOND, JEFF TUDER, MICHELE CITO,
DAVID SCHAMIS, PETER ORT, THOMAS KING, and LARRY LIEBOWITZ

2. Date Filed: December 19, 2022

3. Name and address of counsel for plaintiff(s): William M. Alleman, Jr. (#5449), Sean A. Meluney (#5514),
Stephen A. Spence (#5392), Meluney Alleman & Spence, LLC, 1143 Savannah Rd., Suite 3-A, Lewes, DE
19958

4. Short statement and nature of claim asserted:

Verified Class Action Complaint for Declaratory, Injunctive, and Monetary Relief

5. Substantive field of law involved (check one):

____Administrative law ____Labor law ____Trusts, Wills and Estates
Commercial law ____Real Property ____Consent trust petitions
____Constitutional law ____348 Deed Restriction ____Partition
_X Corporation law ____Zoning ____Rapid Arbitration (Rules 96,97)
____Trade secrets/trade mark/or other intellectual property ____Other

6. Related cases, including any Register of Wills matters (this requires copies of all documents in this
matter to be filed with the Register of Wills):

N/A

7. Basis of court’s jurisdiction (including the citation of any statute(s) conferring jurisdiction):

10 Del. C. § 341, 10 Del. C. § 3111, 10 Del. C. § 3114

8. If the complaint seeks preliminary equitable relief, state the specific preliminary relief sought.

9. If the complaint seeks a TRO, summary proceedings, a Preliminary Injunction, or Expedited

Proceedings, check here . (If #9 is checked, a Motion to Expedite must accompany the transaction.)

10. If the complaint is one that in the opinion of counsel should not be assigned to a Master in the first
instance, check here and attach a statement of good cause. __X__

/s/ William M. Alleman, Jr. (DE 5449)_________

Signature of Attorney of Record & Bar ID
 STATEMENT OF GOOD CAUSE FOR NON-ASSIGNMENT TO A
MASTER IN THE FIRST INSTANCE
The undersigned counsel has reviewed the Verified Complaint for

Declaratory, Injunctive, and Monetary Relief and does not believe that this action is

suitable for assignment to a Master in Chancery. This action is a putative class action

involving complex issues of Delaware corporate law. As a result of the foregoing,

the undersigned respectfully requests that this action should proceed directly before

the Chancellor or a Vice Chancellor of this Court.

Date: December 19, 2022 MELUNEY ALLEMAN & SPENCE, LLC

/s/ William M. Alleman, Jr.

Sean A. Meluney (#5514)
William M. Alleman, Jr. (#5449)
Stephen A. Spence (#5392)
1143 Savannah Rd., Suite 3-A
Lewes, DE 19958
(302) 551-6740
bill.alleman@maslawde.com
sean.meluney@maslawde.com
steve.spence@maslawde.com

Counsel for Funicular Funds, LP

Words: 70
 William
EFiled: Dec M. Alleman,
19 2022 06:18PM Jr. EST
1143 Savannah Road,
Transaction ID 68675512 Suite 3-A
Lewes, DE 19958
Case No. 2022-1173-
Direct Dial: 302-551-6735
Bill.Alleman@maslawde.com

December 19, 2022

VIA FILE AND SERVEXPRESS

Susan Judge
Register in Chancery
Delaware Court of Chancery
Leonard L. Williams Justice Center
500 North King Street, Suite 11600
Wilmington, Delaware 19801

Re: Funicular Funds, LP v. Concord Acquisition Corp., et al.

Dear Ms. Judge:

Please be advised that our office will prepare Summonses for service on

Defendants in the above-referenced action. Once a judicial officer has been assigned

to the case, we will submit the Summonses for your approval via e-mail and kindly

request that you issue them. We will be using process server DLS Discovery to

serve the Summonses on Defendants pursuant to 10 Del. C. § 3111 and 10 Del. C. §

3114.

Respectfully Submitted,

MELUNEY ALLEMAN & SPENCE, LLC

/s/ William M. Alleman, Jr.

William M. Alleman, Jr. (#5449)

Words: 71

www.maslawde.com