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.
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.
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.