Coincheck Group B.V., which will become a holding company for
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, have submitted a confidential draft of
a Registration Statement on Form F-4 to the U.S. Securities and
Exchange Commission (the “SEC”) with respect to their previously
announced proposed business combination.
The proposed business combination is expected to be completed in
the second half of 2022, subject to, among other things, the
approval by Thunder Bridge IV’s stockholders, satisfaction of the
conditions stated in the definitive agreement and other customary
closing conditions, including a registration statement being
declared effective by the SEC, the receipt of certain regulatory
approvals, and approval by The Nasdaq Stock Market to list the
securities of the combined company. Upon the closing of the
business combination between Coincheck and Thunder Bridge IV,
Coincheck Group B.V. will be renamed Coincheck Group N.V. and, as a
publicly listed holding company, domiciled in the Netherlands, with
Coincheck as its wholly-owned subsidiary, expects to be listed on
the Nasdaq Global Select Market under the ticker symbol “CNCK.”
About Thunder Bridge IV
Thunder Bridge 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 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 share of Class
A common stock and one-fifth of one warrant, each whole warrant
enabling the holder thereof to purchase one share of Class A common
stock at a price of $11.50 per share. Morgan Stanley & Co. LLC
served as the sole book-running manager of Thunder Bridge 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, filed with the SEC
on March 22, 2022. 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 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
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 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 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
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 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’s prospectus for its initial public offering,
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
stockholders 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 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 the proposed business
combination between Thunder Bridge IV and Coincheck, including 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
stockholders, the failure to achieve the minimum amount of cash
available following any redemptions by Thunder Bridge IV
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; 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,
when available, 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 purposes 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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