Far Peak Acquisition Corporation and Bullish announce the termination of proposed business combination

CAYMAN ISLANDS - December 22, 2022 – Far Peak Acquisition Corporation (NYSE: FPAC), a special purpose acquisition company, and Bullish, a technology company that operates the regulated cryptocurrency trading platform Bullish exchange, announced today that they have mutually agreed to terminate their proposed business combination.

As previously announced on July 8, 2021, Far Peak and Bullish entered into a Business Combination Agreement (the “Agreement”) providing for a business combination in which Bullish would become publicly traded on the New York Stock Exchange.

“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, Chairman and CEO of Bullish. “I’m proud of the dedicated team of Bullish employees and advisors who have devoted countless hours to ensure Bullish operates with the highest standards of transparency and responsibility. This work has formed the operating foundation required to service our customers in the best and safest possible way.”

“We are disappointed that we were unable to present the Bullish transaction to our Far Peak shareholders, “ said Thomas Farley, Chairman and CEO of Far Peak. “Bullish’s accomplishments since its launch have lived up to our expectations, and their daily trading volumes highlight their remarkable growth. I am a big believer in Bullish’s talented team, their vertically integrated approach to exchange liquidity, and their unwavering commitment to regulation, and the highest standards of industry transparency.”

Under the terms of the Agreement, as most recently amended, both Far Peak and Bullish Global would have the right to terminate the Agreement if the transactions had not been consummated by December 31, 2022. In connection with the termination, the parties have agreed to a mutual release.

Despite the extraordinary efforts of the parties over an 18-month period, Bullish and Far Peak have determined that they would be unable to satisfy the requirement that Bullish’s previously filed registration statement on Form F-4 be declared effective in sufficient time to enable Far Peak to call, and solicit proxies for, a special meeting of its shareholders to consider and vote on the proposed business combination prior to year-end.

Bullish exchange, which is available in 50+ jurisdictions, leverages innovative use of AMM Instructions and works within regulatory compliance frameworks, giving institutional and retail traders access to deep liquidity and low-cost transactions. The trading platform is operated by Bullish (GI) Limited and regulated by the Gibraltar Financial Services Commission. 

Given the time constraints and market conditions, Far Peak does not intend to seek a new merger partner and will instead focus on winding up either on March 7, 2023, or sooner if practicable.

Far Peak’s amended and restated memorandum and articles of association provide that if it has not consummated an initial business combination by March 7, 2023, Far Peak will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem its Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Class A ordinary shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Far Peak’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.