Investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States ("CFIUS").
Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in "control" of a "U.S. business" by a "foreign person" (in each case, as such terms are defined in 31 C.F.R. Part 800) are always subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS's jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but where they afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to "critical technologies," "covered investment critical infrastructure," and/or "sensitive personal data" (in each case, as such terms are defined in 31 C.F.R. Part 800).
The Business Combination will result in investments by non-U.S. persons in various U.S. entities that could be considered by CFIUS to be a covered transaction that CFIUS would have authority to review. For example, entities affiliated with Wide Palace Limited (IDG China), organized in Hong Kong with its principal place of business outside of the United States, will indirectly hold between 10.7% and 11.0% of the issued and outstanding common stock of Circle, assuming the No Redemption scenario and Maximum Redemption scenario, respectively, as defined in the Form S-4, Amendment No. 6 of Topco, filed with the SEC on October 20, 2022. Other than Anita Sands, none of Circle's directors or executive officers are foreign persons. While none of the foregoing foreign persons or entities, nor any other foreign person or entity, are expected to "control" Circle or any of its subsidiaries following the Business Combination, nor be afforded any of the information or governance rights set forth in 31 C.F.R. 800.211, CFIUS or another U.S. governmental agency could choose to review the Business Combination or past or proposed transactions involving new or existing foreign investors in Circle, even if a filing with CFIUS is or was not required at the time of such transaction.
There can be no assurances that CFIUS or another U.S. governmental agency will not choose to review the Business Combination. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and, in the event that CFIUS reviews the Business Combination or one or more proposed or existing investments by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the Business Combination or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing our common stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things), or CFIUS could require us to divest a portion of Circle.
The process of government review, whether by CFIUS or otherwise, could be lengthy. If CFIUS elects to review the Business Combination, the time necessary to complete such review of the Business Combination or a decision by CFIUS to prohibit the Business Combination could prevent Concord from completing the Business Combination with Circle prior to December 10, 2022 (or January 31, 2023 if the Charter Amendment Proposal is approved by Concord's stockholders). If Concord is not able to consummate the Business Combination with Circle nor able to complete another business combination by December 10, 2022 (or January 31, 2023 if the Charter Amendment Proposal is approved by Concord's stockholders), Concord 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 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to Concord to pay taxes (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and Concord's board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In addition, if Concord fails to complete an initial business combination by December 10, 2022 (or January 31, 2023 if the Charter Amendment Proposal is approved by Concord's stockholders), there will be no redemption rights or liquidating distributions with respect to the public warrants or the private placement warrants, which will expire worthless.