UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into a Material Definitive Agreement.
Amendment to Business Combination Agreement
As previously disclosed, on March 22, 2022, Thunder Bridge Capital Partners IV, Inc. (the “Company”), a Delaware corporation, entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (“Coincheck”).
On May 31, 2023, the Company, PubCo, HoldCo, Merger Sub and Coincheck entered into that Amendment to Business Combination Agreement, extending the Termination Date (as defined in the Business Combination Agreement) from July 2, 2023 to July 2, 2024, and providing an additional termination right for the Company and for Coincheck, if at any time prior to Closing (as defined in the Business Combination Agreement), the Company’s common stock or warrants are delisted on the Nasdaq Global Market, subject to an available cure period.
Item 7.01. Regulation FD Disclosure.
On May 31, 2023, each of the Company and Coincheck issued a press release announcing the execution of the Business Combination Agreement. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and 99.2.
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Additional Information and Where to Find It
In connection with the proposed transaction, the Company intends to file relevant materials with the Securities and Exchange Commission, including a registration statement on Form F-4 to be filed by PubCo with the SEC, which will include a proxy statement/prospectus of the Company, and will file other documents regarding the proposed transaction with the SEC. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about Coincheck, the Company and the proposed business combination. Promptly after the Form F-4 is declared effective by the SEC, the Company will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of the Business Combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders of the Company are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Thunder Bridge Capital Partners IV, Inc., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Secretary, (202) 431-0507.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from its stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in the Company will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about the Company’s directors and executive officers and their ownership of Company common stock is set forth in the Company prospectus, dated June 29, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
Coincheck, the Company and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by representatives of the Company and Coincheck and their respective affiliates from time to time may contain, a number of contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Coincheck’s industry and market sizes, future opportunities for Coincheck and the Company, Coincheck’s estimated future results and the proposed business combination between the Company and Coincheck, including the implied enterprise value, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
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In addition to factors previously disclosed in the Company’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transactions contemplated by the definitive agreement due to the failure to obtain approval of the Company’s stockholders, the failure to achieve the minimum amount of cash available following any redemptions by the Company stockholders, redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the definitive agreement; a delay or failure to realize the expected benefits from the proposed transaction; risks related to disruption of management’s time from ongoing business operations due to the proposed transaction; changes in the cryptocurrency and digital asset markets in which Coincheck competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in domestic and global general economic conditions, risk that Coincheck may not be able to execute its growth strategies, including identifying and executing acquisitions; risk that Coincheck may not be able to develop and maintain effective internal controls; and other risks and uncertainties indicated the Company’s final prospectus, dated June 29, 2021, for its initial public offering, and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company and Coincheck caution that the foregoing list of factors is not exclusive.
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about the Company and Coincheck or the date of such information in the case of information from persons other than the Company or Coincheck, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Coincheck’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
No Assurances
There can be no assurance that the proposed Business Combination will be completed, nor can there be any assurance, if the proposed Business Combination is completed, that the potential benefits of combining the companies will be realized.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | Amendment to Business Combination Agreement, dated as of March 31, 2023, by and among Thunder Bridge Capital Partners IV, Inc., Coincheck Group B.V., M1 Co G.K., Coincheck Merger Sub, Inc., and Coincheck, Inc. | |
| 99.1 | Press Release dated May 31, 2023. | |
| 99.2 | Press Release dated May 31, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THUNDER BRIDGE CAPITAL PARTNERS IV, INC. | |||
| By: | /s/ Gary Simanson | ||
| Name: | Gary Simanson | ||
| Title: | Chief Executive Officer | ||
| Dated: May 31, 2023 | |||
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Exhibit 2.1
Execution Version
CONFIDENTIAL
AMENDMENT TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is entered into as of May 31, 2023, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”). Thunder Bridge, PubCo, HoldCo, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
RECITALS
WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of March 22, 2022 (the “Agreement”);
WHEREAS, Thunder Bridge intends to seek the approval of the Thunder Bridge Shareholders to amend the Certificate of Incorporation to extend the Deadline Date (as used herein, such term shall have the meaning set forth in the Certificate of Incorporation) for an additional twelve (12) months (the “Deadline Date Amendment”);
WHEREAS, pursuant to Section 14.10 of the Agreement, the Agreement may be amended only by a duly authorized agreement in writing executed in the same manner as the Agreement and which makes reference to the Agreement; and
WHEREAS, subject to the approval by the Thunder Bridge Shareholders of the Deadline Date Amendment prior to the Deadline Date, the Parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Amendment, and intending to be legally bound, the Parties hereby agree as follows:
| 1. | Amendments. Upon approval by the Thunder Bridge Shareholders of the Deadline Date Amendment prior to the Deadline Date, the Agreement shall be automatically amended as follows: |
(a) The definition of “Available Closing Thunder Bridge Cash” in Section 1.01 of the Agreement shall be deleted in its entirety and replaced with the following:
““Available Closing Thunder Bridge Cash” means an amount equal to (i) all amounts in the Trust Account (after reduction for (x) the aggregate amount of payments required to be made in connection with the Thunder Bridge Shareholder Redemption, and (y) the aggregate amount of payments required to be made in connection with any Thunder Bridge Shareholders tendering Thunder Bridge Common Shares for redemption in connection with any amendment of the Certificate of Incorporation to amend the “Deadline Date” set forth therein (the “Thunder Bridge Shareholder Early Redemption”), as applicable), plus (ii) the aggregate amount of cash that has been funded to and remains with Thunder Bridge pursuant to any Sponsor Investment and any third party financing minus (iii) the Payoff Amount, if any, but solely to the extent that the Thunder Bridge Indebtedness in respect thereof was not used to pay documented fees, costs and expenses of Thunder Bridge incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Documents, the performance and compliance with all Transaction Documents and conditions contained herein to be performed or complied with by Thunder Bridge at or before Closing, and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Thunder Bridge.”
(b) The definition of “Registration Statement” in Section 1.01 of the Agreement shall be amended by replacing the words “the Company” with “PubCo”.
(c) Section 5.02(b) of the Agreement shall be amended by replacing the words “employed by the Company” with “employed by any of the Company Parties or Monex”.
(d) The sixth sentence of Section 8.06(a) of the Agreement shall be deleted in its entirety and replaced with the following.
“Since June 29, 2021, Thunder Bridge has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement and the aggregate amount of payments required to be made in connection with Thunder Bridge Shareholder Early Redemption).”
(e) Section 12.01 of the Agreement shall be amended by replacing the words “by the Company” with “by PubCo”.
(f) Section 13.01(b) of the Agreement shall be deleted in its entirety and replaced with the following:
“(b) prior to the Closing, by written notice to the Company from Thunder Bridge if (i) there is any breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of a Company Party, such that the conditions specified in Section 12.02(a) or Section 12.02(b) would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if any such Terminating Company Breach is curable by a Company Party through the exercise of its reasonable efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date Thunder Bridge provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from Thunder Bridge of such breach, but only for so long as a Company Party continues to exercise such reasonable efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, (ii) the Closing has not occurred on or before July 2, 2024 (the “Termination Date”), (iii) the Thunder Bridge Common Shares or Thunder Bridge Warrants are delisted from the Nasdaq Global Market, or (iv) the consummation of the Merger is permanently enjoined, prohibited or prevented by the terms of a final, non-appealable Governmental Order; provided, that the right to terminate this Agreement under subsection (i), (ii) or (iii) shall not be available if Thunder Bridge’s failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;”
(g) Section 13.01(c) of the Agreement shall be deleted in its entirety and replaced with the following:
“(c) prior to the Closing, by written notice to Thunder Bridge from the Company if (i) there is any breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of Thunder Bridge, such that the conditions specified in Section 12.03(a) or Section 12.03(b) would not be satisfied at the Closing (a “Terminating Thunder Bridge Breach”), except that, if any such Terminating Thunder Bridge Breach is curable by Thunder Bridge through the exercise of its reasonable efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Thunder Bridge of notice from the Company of such breach, but only for so long as Thunder Bridge continues to exercise such reasonable efforts to cure such Terminating Thunder Bridge Breach (the “Thunder Bridge Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Thunder Bridge Breach is not cured within the Thunder Bridge Cure Period, (ii) the Closing has not occurred on or before the Termination Date, (iii) the Thunder Bridge Common Shares or Thunder Bridge Warrants are delisted from the Nasdaq Global Market, or (iv) the consummation of the Merger is permanently enjoined, prohibited or prevented by the terms of a final, non-appealable Governmental Order; provided, that the right to terminate this Agreement under subsection (i), (ii) or (iii) shall not be available if the Company’s failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;”
(h) Section 14.05 of the Agreement shall be amended by replacing the words “the Company” with “PubCo”.
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| 2. | Termination. Notwithstanding anything in this Amendment to the contrary, in the event that the Thunder Bridge Shareholders fail to approve the Deadline Date Amendment prior to the Deadline Date, this Amendment shall automatically be cancelled and terminated without effect, ab initio. |
| 3. | Ratification of Binding Provisions. All paragraphs, provisions and clauses in the Agreement not modified by this Amendment shall remain in full force and effect as originally written. |
| 4. | Assignment. No Party shall assign this Amendment or any part hereof without the prior written consent of the Company and Thunder Bridge. |
| 5. | Entire Agreement. This Amendment, the Agreement (together with the Disclosure Letters and Exhibits to the Agreement and the other Transaction Documents) and the Confidentiality Agreement constitute the entire agreement among the Parties relating to the Transactions and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Subsidiaries relating to the Transactions. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between the Parties except as expressly set forth or referenced in this Amendment, the Agreement, the other Transaction Documents and the Confidentiality Agreement. |
| 6. | Amendments. This Amendment may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as the Agreement and which makes reference to this Amendment and the Agreement. |
| 7. | Governing Law. This Amendment, and all claims or causes of action based upon, arising out of, or related to this Amendment, shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, including its statute of limitations, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws or statute of limitations of another jurisdiction. |
| 8. | Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date first written above.
| THUNDER BRIDGE CAPITAL PARTNERS IV, INC. | ||
| By: | /s/ Gary A. Simanson | |
| Name: | Gary A. Simanson | |
| Title | President and CEO | |
[Signature Page to Amendment to Business Combination Agreement]
IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date first written above.
| COINCHECK GROUP B.V. | ||
| By: | /s/ Akira Inoue | |
| Name: | Akira Inoue | |
| Title: | Managing Director | |
| M1 CO G.K. | ||
| By: | /s/ Akira Inoue | |
| Name: | Akira Inoue | |
| Title: | Executive Manager | |
| COINCHECK MERGER SUB, INC. | ||
| By: | /s/ Akira Inoue | |
| Name: | Akira Inoue | |
| Title: | President & Secretary | |
| COINCHECK, INC. | ||
| By: | /s/ Satoshi Hasuo | |
| Name: | Satoshi Hasuo | |
| Title: | Representative Director & President | |
[Signature Page to Amendment to Business Combination Agreement]
Exhibit 99.1
Announcement Regarding the Progress of Thunder Bridge Capital Partners IV, Inc.’s Proposed Business Combination with Coincheck Group B.V.
GREAT FALLS, Va., May 31, 2023 - Thunder Bridge Capital Partners Ⅳ, Inc. (“THCP” or “Thunder Bridge”), a special purpose acquisition company (“SPAC”) publicly listed on the Nasdaq Global Market (“Nasdaq”), is working closely with Coincheck Group B.V. (“CCG” or “Coincheck Group”), a consolidated subsidiary of Monex Group, Inc. (headquarters: Tokyo, Japan; Representative Executive Officer and CEO: Oki Matsumoto), which will be a holding company of Coincheck, Inc. (“Coincheck”), to complete the previously announced merger which will result in CCG becoming a publicly listed company on Nasdaq (the “CCG De-SPAC Transaction”) pursuant to the Business Combination Agreement, dated March 22, 2022, among THCP and CCG and certain of its affiliates (as amended from time to time, the “Business Combination Agreement”).
In response to the U.S. Securities and Exchange Commission’s (“SEC”) prolonged registration review process, THCP filed a proxy statement on May 31, 2023 in connection with a special meeting of stockholders of THCP that will be held on June 21, 2023 (the “THCP Stockholders Meeting”), which includes, among other things, a proposal to amend its amended and restated certificate of incorporation to extend the date by which THCP must consummate a de-SPAC transaction from July 2, 2023 to July 2, 2024 (the “Extension Proposal”).
In light of the above, the parties have agreed to amend the Business Combination Agreement to extend the deadline for completing the CCG De-SPAC Transaction for one year, subject to stockholder approval of the Extension Proposal at the THCP Stockholders Meeting.
Gary Simanson, President & Chief Executive Officer of THCP, said, “As the process for our proposed business combination with Coincheck Group has progressed, it has also enabled us to build a strong working relationship with Oki Matsumoto and his team. Their commitment to professionalism, doing things the right way, and prudently managing the short-term, while also building and managing for the long-term, are the traits and characteristics that were clearly evident when we first evaluated the opportunity to combine our companies. How Oki and his team have conducted themselves the past 16 months strongly re-affirms our view and findings from when we initially conducted due diligence last year that they are an excellent business partner.
“Given the stable fundamental business performance of Coincheck over the past year, in what has been a most uncertain and unstable time for the industry overall, Oki and his team’s steady hand throughout this period says it all, and speaks well of the future of the combined company and the opportunities that lie before us. Oki and I have frequently said during this time, that as a registered virtual currency exchange in Japan, Coincheck is well positioned to take advantage of the current disruptions in the industry and we believe the opportunities for a transparent, regulated, public company, are even more compelling today than when we first envisioned the proposed business combination.
“We remain committed to completing the proposed business combination and are truly grateful to Oki and his team for their equal commitment to seeing the proposed transaction through and then, with our combined resources, going on to build an even greater global company.”
“After more than a year of working with Gary Simanson and his team at Thunder Bridge, Coincheck Group remains committed to completing the business combination with Thunder Bridge and to gaining access to the U.S. capital markets,” said Oki Matsumoto, Chairman and Chief Executive Officer of Monex Group, Inc. “The rationale for the proposed business combination and listing of Coincheck Group, as a holding company of a registered virtual crypto currency exchange in Japan, on the Nasdaq Global Market is more compelling than ever. By extending the deadline of the business combination for an additional twelve months, we are making a clear statement that we are committed to pursuing this strategic transaction. We look forward to working with Gary Simanson and his team to successfully consummate the proposed business combination and to having Coincheck Group become a publicly traded company on the Nasdaq Global Market.
“The listing of CCG on Nasdaq through the CCG De-SPAC Transaction will enable us to gain exposure to international investors and to utilize Nasdaq-listed shares as effective currency for recruiting talent and making global acquisitions, thereby further expanding its crypto asset business. We intend to continue our efforts toward completing the CCG De-SPAC Transaction in accordance with the Business Combination Agreement.”
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
For additional information on the CCG De-SPAC Transaction, see THCP’s Current Report on Form 8-K filed with the SEC on March 22, 2022. In connection with the proposed business combination, the parties intend to file relevant materials with the SEC, including a registration statement on Form F-4 to be filed by CCG with the SEC, which will include a proxy statement/prospectus of THCP, and will file other documents regarding the proposed business combination with the SEC. THCP’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about CCG, Coincheck, THCP and the proposed business combination. Promptly after the Form F-4 is declared effective by the SEC, THCP will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of the proposed business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders of THCP are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination. The documents filed by THCP with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Thunder Bridge Capital Partners IV, Inc., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Secretary, (202) 431-0507.
Participants in the Solicitation
THCP and its directors and executive officers may be deemed participants in the solicitation of proxies from its stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in THCP will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about THCP’s directors and executive officers and their ownership of THCP common stock is set forth in THCP prospectus, dated June 29, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
CCG, Coincheck, THCP and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of THCP in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Coincheck’s industry and market sizes, future opportunities for CCG, Coincheck and THCP, Coincheck’s estimated future results and the proposed business combination between THCP and Coincheck, including the implied enterprise value, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
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In addition to factors previously disclosed in THCP’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of THCP’s stockholders, the failure to achieve the minimum amount of cash available following any redemptions by THCP stockholders, redemptions exceeding a maximum threshold or the failure to meet Nasdaq listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the Business Combination Agreement; a delay or failure to realize the expected benefits from the proposed business combination; risks related to disruption of management’s time from ongoing business operations due to the proposed business combination; changes in the cryptocurrency and digital asset markets in which Coincheck competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in domestic and global general economic conditions, risk that Coincheck may not be able to execute its growth strategies, including identifying and executing acquisitions; risk that Coincheck may not be able to develop and maintain effective internal controls; and other risks and uncertainties indicated in THCP’s final prospectus, dated June 29, 2021, for its initial public offering, and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in THCP’s other filings with the SEC. CCG, THCP and Coincheck caution that the foregoing list of factors is not exclusive.
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about THCP and Coincheck or the date of such information in the case of information from persons other than THCP or Coincheck, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Coincheck’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact Information:
Gary A. Simanson
202.431.0507
gsimanson@thunderbridge.us
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Exhibit 99.2
Announcement regarding the progress of Coincheck Group B.V. to become publicly listed on Nasdaq through a De-SPAC transaction with Thunder Bridge Capital Partners IV, Inc.
TOKYO, May 31, 2023 - Coincheck Group B.V. (“CCG” or “Coincheck Group”), a consolidated subsidiary of Monex Group, Inc. (headquarters: Tokyo, Japan; Representative Executive Officer and CEO: Oki Matsumoto; the “Company”), which will be a holding company of Coincheck, Inc. (“Coincheck”), is working closely with Thunder Bridge Capital Partners Ⅳ, Inc. (“THCP” or “Thunder Bridge”), a special purpose acquisition company (“SPAC”) publicly listed on the Nasdaq Global Market (“Nasdaq”), to complete the previously announced merger which will result in CCG becoming a publicly listed company on Nasdaq (the “CCG De-SPAC Transaction”) pursuant to the Business Combination Agreement, dated March 22, 2022, among CCG and certain of its affiliates and THCP (as amended from time to time, the “Business Combination Agreement”).
In response to the U.S. Securities and Exchange Commission’s (“SEC”) prolonged registration review process, THCP filed a proxy statement on May 31, 2023 (EDT) in connection with a special meeting of stockholders of THCP that will be held on June 21, 2023 (the “THCP Stockholders Meeting”), which includes, among other things, a proposal to amend its amended and restated certificate of incorporation to extend the date by which THCP must consummate a de-SPAC transaction from July 2, 2023 to July 2, 2024 (the “Extension Proposal”).
In light of the above, the parties to the Business Combination Agreement have agreed to extend the deadline for completing the CCG De-SPAC Transaction for one year, subject to stockholder approval of the Extension Proposal at the THCP Stockholders Meeting.
The listing of CCG on Nasdaq through the CCG De-SPAC Transaction will enable us to gain exposure to international investors and to utilize Nasdaq-listed shares as effective currency for recruiting talent and making global acquisitions, thereby further expanding our crypto asset business. We intend to continue our efforts toward completing the CCG De-SPAC Transaction in accordance with the Business Combination Agreement.
“After more than a year of working with Gary Simanson and his team at Thunder Bridge, Coincheck Group remains committed to completing the business combination with Thunder Bridge and to gaining access to the U.S. capital markets,” said Oki Matsumoto, Chairman and Chief Executive Officer of the Company. “The rationale for the proposed business combination and listing of Coincheck Group, as a holding company of a registered virtual crypto currency exchange in Japan, on the Nasdaq Global Market is more compelling than ever. By extending the deadline of the business combination for an additional twelve months, we are making a clear statement that we are committed to pursuing this strategic transaction. We look forward to working with Gary Simanson and his team to successfully consummate the proposed business combination and to having Coincheck Group become a publicly traded company on the Nasdaq Global Market.”
Gary Simanson, President & Chief Executive Officer of THCP, said, “As the process for our proposed business combination with Coincheck Group has progressed, it has also enabled us to build a strong working relationship with Oki Matsumoto and his team. Their commitment to professionalism, doing things the right way, and prudently managing the short-term, while also building and managing for the long-term, are the traits and characteristics that were clearly evident when we first evaluated the opportunity to combine our companies. How Oki and his team have conducted themselves the past 16 months strongly re-affirms our view and findings from when we initially conducted due diligence last year that they are an excellent business partner.
Given the stable fundamental business performance of Coincheck over the past year, in what has been a most uncertain and unstable time for the industry overall, Oki and his team’s steady hand throughout this period says it all, and speaks well of the future of the combined company and the opportunities that lie before us. Oki and I have frequently said during this time, that as a registered virtual currency exchange in Japan, Coincheck is well positioned to take advantage of the current disruptions in the industry and we believe the opportunities for a transparent, regulated, public company, are even more compelling today than when we first envisioned the proposed business combination.
We remain committed to completing the proposed business combination and are truly grateful to Oki and his team for their equal commitment to seeing the proposed transaction through and then, with our combined resources, going on to build an even greater global company.”
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
For additional information on the CCG De-SPAC Transaction, see THCP’s Current Report on Form 8-K filed with the SEC on March 22, 2022. In connection with the proposed business combination, the parties intend to file relevant materials with the SEC, including a registration statement on Form F-4 to be filed by CCG with the SEC, which will include a proxy statement/prospectus of THCP, and will file other documents regarding the proposed business combination with the SEC. THCP’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about CCG, Coincheck, THCP and the proposed business combination. Promptly after the Form F-4 is declared effective by the SEC, THCP will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of the proposed business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders of THCP are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination. The documents filed by THCP with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Thunder Bridge Capital Partners IV, Inc., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Secretary, (202) 431-0507.
Participants in the Solicitation
THCP and its directors and executive officers may be deemed participants in the solicitation of proxies from its stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in THCP will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about THCP’s directors and executive officers and their ownership of THCP common stock is set forth in THCP prospectus, dated June 29, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
CCG, Coincheck, THCP and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of THCP in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Coincheck’s industry and market sizes, future opportunities for CCG, Coincheck and THCP, Coincheck’s estimated future results and the proposed business combination between THCP and Coincheck, including the implied enterprise value, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
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In addition to factors previously disclosed in THCP’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of THCP’s stockholders, the failure to achieve the minimum amount of cash available following any redemptions by THCP stockholders, redemptions exceeding a maximum threshold or the failure to meet Nasdaq listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the Business Combination Agreement; a delay or failure to realize the expected benefits from the proposed business combination; risks related to disruption of management’s time from ongoing business operations due to the proposed business combination; changes in the cryptocurrency and digital asset markets in which Coincheck competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in domestic and global general economic conditions, risk that Coincheck may not be able to execute its growth strategies, including identifying and executing acquisitions; risk that Coincheck may not be able to develop and maintain effective internal controls; and other risks and uncertainties indicated in THCP’s final prospectus, dated June 29, 2021, for its initial public offering, and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in THCP’s other filings with the SEC. CCG, THCP and Coincheck caution that the foregoing list of factors is not exclusive.
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about THCP and Coincheck or the date of such information in the case of information from persons other than THCP or Coincheck, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Coincheck’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
| Contact: | Akiko Kato Corporate Communications Office Monex Group, Inc., +81-3-4323-8698 |
YukiNakano, Taishi Komori Monex Group, Inc., +81-3-4323-8698 |
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