Coincheck, Inc. (“Coincheck”), a cryptocurrency trading
service, which is currently in the process of consummating a
proposed business combination with Thunder Bridge Capital Partners
IV, Inc. (Nasdaq: THCP, THCPU & THCPW) (“Thunder Bridge IV”), a
special purpose acquisition company, announced today that the U.S.
Securities and Exchange Commission (“SEC”) has declared effective
Thunder Bridge IV’s Registration Statement on Form F-4, as amended,
which was filed in connection with the proposed business
combination.
A special meeting of the Thunder Bridge IV
stockholders (the “Special Meeting”) to approve, among other
things, the proposed business combination, will be held on December
5, 2024, at 10:00 a.m. Eastern Time at 101 Constitution Ave., NW,
Suite 900, Washington, DC 20001, USA. Thunder Bridge IV also
announced today that it will file with the SEC a
definitive proxy statement/prospectus relating to the Special
Meeting, which it expects to commence mailing on or about November
12, 2024 to its stockholders of record as of the close of business
on October 25, 2024.
Thunder Bridge IV Stockholder
Vote
Stockholders who own shares of Thunder Bridge IV
as of October 25, 2024 should submit their vote by 11:59 p.m.
Eastern Time on December 4, 2024. For more information on how to
vote, please visit
https://www.cstproxy.com/thunderbridgecapitalpartnersiv/2024.
Thunder Bridge IV stockholders who need assistance in completing
the proxy card, need additional copies of the proxy materials, or
have questions regarding the Special Meeting may contact Thunder
Bridge IV’s proxy solicitor, Sodali & Co, by telephone
toll-free at (800) 662-5200 or collect at (203) 658-9400.
The definitive proxy statement/prospectus is
also available at www.sec.gov. Thunder Bridge IV stockholders are
encouraged to read the definitive proxy statement/prospectus as it
contains important information about the proposed transaction,
including, among other things, the reasons for Thunder Bridge IV’s
board of directors’ unanimous recommendation that the stockholders
of Thunder Bridge IV vote “FOR” the proposed business combination
and the other stockholder proposals set forth in the proxy
statement/prospectus as well as the background of the process that
led to the proposed business combination with Coincheck.
The proposed business combination is anticipated
to close on or about December 10, 2024, subject to stockholder
approvals, Nasdaq approval, and satisfaction of customary closing
conditions. Following completion of the proposed business
combination, Coincheck will retain its experienced management team,
including Oki Matsumoto as Executive Chairman. The combined company
will be named Coincheck Group N.V. and is expected to be listed on
Nasdaq under the new ticker symbol “CNCK.” Each Thunder Bridge IV
unit will separate into its component securities in connection with
the completion of the proposed business combination.
J.P. Morgan Securities LLC is serving as sole
financial advisor to Monex Group, Inc., Coincheck’s current holding
company, in connection with the proposed business combination.
Galaxy Digital Partners LLC is serving as financial advisor to
Thunder Bridge IV and Barclays Capital Inc, BTIG, LLC, Cantor
Fitzgerald & Co., Inc, Keefe, Bruyette & Woods, Inc., a
Stifel Company, and KeyBanc Capital Markets Inc. are serving as
capital markets advisors to Thunder Bridge IV in connection with
the proposed business combination.
Additional Information and Where to Find It
In connection with the business combination
agreement among Coincheck, Inc. (“Coincheck”), Coincheck Group B.V.
(“CCG”), Thunder Bridge IV and others with regards to the proposed
transaction, the parties have filed relevant materials with the
U.S. Securities and Exchange Commission (“SEC”), including a
registration statement on Form F-4 filed by Coincheck Group B.V.,
which includes a proxy statement/prospectus of Thunder Bridge IV,
and other documents regarding the proposed transaction with the
SEC. The Form F-4 was declared effective on November 12, 2024
(EST), and the definitive proxy statement/prospectus and other
proxy materials are being mailed to Thunder Bridge IV’s
stockholders of record as of the close of business on October 25,
2024. Before making any voting or investment decision, investors
and stockholders of Thunder Bridge IV and other interested persons
are urged to read the Form F-4, as amended, the definitive proxy
statement/prospectus included in the Form F-4, and documents
incorporated by reference therein filed in connection with the
proposed business combination, as these materials contain important
information about Coincheck, Thunder Bridge IV and the proposed
business combination. 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’s Registration Statement on Form F-4, as amended.
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 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 CCG, 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.
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.
About Coincheck, Inc.
Coincheck, Inc. operates the “Coincheck”
cryptocurrency trading service, which has achieved the highest
number of app downloads in Japan for 5 consecutive years*. With the
mission of “Making Exchange of New Value Easier,” Coincheck aims to
create better services that allow people to feel the value of new
exchanges created by cryptocurrencies and blockchain technologies,
through the latest technology and advanced security.
* |
Target: Cryptocurrency trading app in Japan, Period: January
2019-December 2023, Data cooperation: App Tweak |
About Thunder Bridge Capital Partners IV,
Inc.
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 July 2021, Thunder
Bridge IV consummated a $225 million initial public offering of
22.5 million units, each unit consisting of one share of the
Company’s Class A common stock and one-fifth warrant, each whole
warrant enabling the holder thereof to purchase one Class A common
at a price of $11.50 per share. As of October 31, 2024, Thunder
Bridge IV has approximately $31.6 million in its trust account,
implying a value of $10.79 per public share. Thunder Bridge IV’s
securities are quoted on the Nasdaq stock exchange under the ticker
symbols THCPU, THCP and THCPW.
Thunder Bridge IV Gary Simanson(202)
431-0507
Coincheck Media Relations
For inquiries from the press regarding this
release, please contact:Coincheck, Inc. Public
RelationsMail: pr@coincheck.com
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