Coincheck, Inc. (“Coincheck”), one of the largest
multi-cryptocurrency marketplaces and digital asset exchanges in
Japan by verified account market share, and Thunder Bridge Capital
Partners IV, Inc. (“Thunder Bridge IV”) (Nasdaq: THCP), a special
purpose acquisition company, today announced they have entered into
a definitive agreement for a business combination that would result
in the combined entity being a publicly listed holding company,
domiciled in the Netherlands, with Coincheck as its wholly-owned
subsidiary. Upon closing of the transaction, the resulting
holding company will be named Coincheck Group, N.V. and expects to
be listed on the Nasdaq Global Select Market under the ticker
symbol “CNCK”.
Headquartered in Tokyo, Coincheck operates one
of the largest multi-cryptocurrency marketplaces and digital asset
exchanges in Japan and is regulated by Japan’s Financial Services
Agency (“FSA”). Coincheck is a leader in the Japanese
cryptocurrency industry, operating a platform with the largest
number and most diverse array of coins in Japan. Coincheck is
increasing Japanese customers’ access to innovative digital
products and solutions beyond cryptocurrencies, and seeks to unlock
the ability for Japanese customers and institutions to transact and
to establish a presence in this rapidly-growing market. Coincheck
is uniquely positioned to benefit from increasing cryptocurrency
adoption within the world’s third largest economy.
Coincheck is focused on continuing to build new
products and services to ensure that Japanese customers and
institutions have broad access to the innovations of the large and
growing crypto economy. This includes launching and operating
the largest NFT marketplace in Japan. In addition, Coincheck
launched Japan’s first Initial Exchange Offering (“IEO”) in 2021,
which enables blockchain assets to list on a cryptocurrency
exchange, allowing customers to safely and securely participate in
these projects. With its growing customer base of approximately 1.5
million verified customers, Coincheck is uniquely positioned to
enable payments and other capabilities through its proprietary
digital wallet, such as the ability for customers to pay for
utility services (Coincheck Gas and Coincheck Electric).
“The Thunder Bridge team is well known for its
deep knowledge and experience working in the financial services
industry, as well as investing in fintech and other highly
disruptive technologies. Thunder Bridge firmly believes that
blockchain technology and digital assets will be a driving force in
changing the financial services industry globally. While this
disruption is still in its early stages, we believe it is happening
at a pace and to a degree that it is real, here and now. This
evolution will require a steady and thoughtful approach that is
rapidly accelerating with suitable compliance programs. This
is where we excel. We have patiently looked for the right entry
point to allocate our focus, talents, and financial resources to
become global leaders in this evolution. Coincheck is exactly what
we were looking for amid a global playing field,” said Gary
Simanson, President and CEO of Thunder Bridge IV.
“I have a deep respect for Oki Matsumoto and the
Coincheck team for what they have achieved to date. Oki has always
been a thought leader and at the forefront of the financial
services industry, including founding Monex Group as one of the
first digital brokerage firms in Japan and taking it public on the
Tokyo Stock Exchange, growing it organically and through global
acquisitions, as well as acquiring Coincheck in 2018 and overseeing
its efforts to become one of the first licensed and regulated
crypto exchanges in Japan. We are excited to partner with Monex to
bring Coincheck into the U.S. public markets to facilitate its next
stage of growth, and to further unlock the crypto economy for
customers and institutions in Japan. We are also excited to work
with Oki and his team to build a global digital platform under the
Coincheck brand. This business combination and holding company
structure makes it all possible,” said Mr. Simanson.
“We at Monex have always pursued new
opportunities and global expansion. As the digital economic sphere
becomes ever-flatter worldwide, it is an inevitable goal for us to
develop the origination and exchange of digital assets. To that
end, I am excited and fully committed to working with Thunder
Bridge IV and Gary and his team, who bring extensive experience in
financial services M&A and deep knowledge and experience in
global capital markets, to create a new global Coincheck Group,
with Coincheck as the cornerstone. Gary continues to inspire me and
I am sure we will have a great partnership with him and his team,”
said Oki Matsumoto, CEO of Monex Group, and Executive Director of
Coincheck.
Upon the closing of the transaction, the
combined holding company will be led by Oki Matsumoto, as Executive
Chairman, and Gary Simanson as Chief Executive Officer. Coincheck
will continue to operate and be led by its current Japan-based
management team, including Coincheck President Satoshi Hasuo.
Coincheck and Monex have demonstrated a track
record of deep collaboration with Japanese regulatory bodies and
have worked closely in developing digital asset products and
solutions for the Japanese economy. Coincheck will be headquartered
in the Netherlands with offices in Tokyo, Japan, and New York City,
New York.
Transaction Overview
The proposed transaction represents a
transaction value of approximately $1.25 billion (125 million
shares). Additionally, existing Coincheck shareholders may receive
earn-out consideration equal to a maximum of 50 million shares upon
certain “triggering events” that are based on Coincheck Group,
N.V.’s future stock price. Upon closing, the combined company will
receive $237 million in cash held in trust by Thunder Bridge IV,
assuming no redemptions by THCP shareholders and before expenses.
The boards of directors of Coincheck, Monex, and Thunder Bridge IV
have unanimously approved the proposed business combination, which
is expected to be completed in 2H 2022, subject to, among other
things, the approval by Thunder Bridge IV’s shareholders,
satisfaction of the conditions stated in the definitive agreement
and other customary closing conditions, including a registration
statement being declared effective by the U.S. Securities and
Exchange Commission (the “SEC”), the receipt of certain regulatory
approvals, and approval by The Nasdaq Stock Market to list the
securities of the combined company.
Additional information about the proposed
transaction, including a copy of the business combination
agreement, this press release, and an investor presentation, will
be provided in a Current Report on Form 8-K to be filed by Thunder
Bridge IV with the SEC and available at www.sec.gov. More
information about the proposed transaction will also be described
in Thunder Bridge IV’s proxy statement/prospectus relating to the
business combination, which it will file with the SEC.
Advisors
Goldman Sachs & Co. LLC is serving as
financial advisor and capital markets advisor to Thunder Bridge IV.
Galaxy Digital Partners LLC is serving as financial advisor to
Thunder Bridge IV.
J.P. Morgan Securities LLC is serving as sole
financial advisor to Monex Group.
Nelson Mullins Riley & Scarborough LLP, Mori
Hamada & Matsumoto, Littler Mendelson P.C. and Allen &
Overy LLP are serving as legal advisors to Thunder Bridge IV.
Simpson Thacher & Bartlett LLP, Anderson
Mori & Tomotsune, and De Brauw Blackstone Westbroek N.V. are
serving as legal advisors to Coincheck and Monex Group.
About Thunder Bridge Capital Partners
IV, Inc.
Thunder Bridge Capital Partners IV is a blank
check company formed for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. In June
2021, Thunder Bridge Capital Partners IV consummated a $237 million
initial public offering of 23.7 million units (reflecting the
underwriters’ partial exercise of their over-allotment option),
each unit consisting of one Class A ordinary shares and one-fifth
of one warrant, each whole warrant enabling the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share.
Morgan Stanley & Co. LLC served as the sole book-running
manager of the Thunder Bridge Capital Partners IV’s initial public
offering.
About
Coincheck
Coincheck, Inc. operates “Coincheck”, a digital
asset trading service with the highest number of app downloads in
Japan* for three consecutive years, and over 1.5 million verified
accounts**.
With the mission of “making the exchange of new
values, more accessible”, the company continues to develop new
products and services based on emerging technologies and advanced
security, giving users comfort and familiarity with the “exchange
of new values” that is enabled by digital assets and
blockchain.
* Among digital assets trading applications in
Japan ** Period: From January 2019 to December 2021
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
For additional information on the proposed
transaction, see Thunder Bridge IV’s Current Report on Form 8-K,
which will be filed concurrently with this press release. In
connection with the proposed transaction, the parties intend to
file relevant materials with the Securities and Exchange
Commission, including a registration statement on Form F-4 to be
filed by Coincheck Group, B.V. with the SEC, which will include a
proxy statement/prospectus of Thunder Bridge IV, and will file
other documents regarding the proposed transaction with the SEC.
Thunder Bridge IV’s shareholders 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
Group, B.V., Coincheck, Thunder Bridge IV and the proposed business
combination. Promptly after the Form F-4 is declared effective by
the SEC, Thunder Bridge IV will mail the definitive proxy
statement/prospectus and a proxy card to each shareholder 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 Thunder Bridge
IV 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 Thunder Bridge IV 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
Thunder Bridge IV and its directors and
executive officers may be deemed participants in the solicitation
of proxies from its shareholders with respect to the business
combination. A list of the names of those directors and executive
officers and a description of their interests in Thunder Bridge IV
will be included in the proxy statement/prospectus for the proposed
business combination when available at www.sec.gov. Information
about Thunder Bridge IV’s directors and executive officers and
their ownership of Thunder Bridge IV common stock is set forth in
Thunder Bridge IV 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 Group, B.V., Coincheck, Thunder Bridge
IV and their respective directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the shareholders of Thunder Bridge IV 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 Coincheck Group, B.V., Coincheck
and Thunder Bridge IV, Coincheck’s estimated future results and the
proposed business combination between Thunder Bridge IV 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.
In addition to factors previously disclosed in
Thunder Bridge IV’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 Thunder Bridge IV’s shareholders, the failure to
achieve the minimum amount of cash available following any
redemptions by Thunder Bridge IV shareholders, 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; risks related to
the ongoing COVID-19 pandemic and response; risk that Coincheck may
not be able to develop and maintain effective internal controls;
and other risks and uncertainties indicated in Thunder Bridge IV’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 Thunder Bridge IV’s other filings with the SEC.
Thunder Bridge IV 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 Thunder
Bridge IV and Coincheck or the date of such information in the case
of information from persons other than Thunder Bridge IV 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.
Simanson202.431.0507gsimanson@thunderbridge.us
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