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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 28, 2024
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40555 |
|
86-1826129 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
9912 Georgetown Pike
Suite
D203
Great Falls, Virginia 22066
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (202) 431-0507
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant |
|
THCPU |
|
The
Nasdaq Stock Market LLC |
Class A Common Stock, par value $0.0001 per share |
|
THCP |
|
The
Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
THCPW |
|
The
Nasdaq Stock Market LLC |
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 ☒
If
an emerging growth company, indicate by check 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, Thunder
Bridge Capital Partners IV, Inc. (the “Company”), a Delaware corporation, entered into a Business Combination Agreement, dated
March 22, 2022 and amended May 31, 2023, (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 28, 2024, the Company,
PubCo, HoldCo, Merger Sub and Coincheck entered into the Second Amendment to Business Combination Agreement, extending the Termination
Date (as defined in the Business Combination Agreement) from July 2, 2024 to January 2, 2025.
Item
7.01. Regulation FD Disclosure.
On
May 29, 2024, Coincheck issued a press release announcing the execution of the Second Amendment to Business Combination Agreement. A
copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information in this Item 7.01,
including Exhibit 99.1, 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 in this Item 7.01, including Exhibit 99.1.
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 (the “SEC”), 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 proposed 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 “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, 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 Current Report on Form 8-K, 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 proposed
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 |
|
Second
Amendment to Business Combination Agreement, dated as of May 28, 2024, 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 29, 2024. |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 30, 2024 |
|
|
Exhibit 2.1
CONFIDENTIAL
SECOND AMENDMENT TO BUSINESS COMBINATION
AGREEMENT
This SECOND AMENDMENT TO BUSINESS
COMBINATION AGREEMENT (this “Amendment”), is entered into as of May 28, 2024, 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, as amended by that certain Amendment to Business Combination
Agreement (the “First Amendment”), dated as of May 31, 2023 (as amended, the “Agreement”);
WHEREAS, Thunder Bridge obtained
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, until July 2, 2024
(the “First Deadline Date Amendment”) on June 21, 2023;
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 extended
by the First Deadline Date Amendment, hereinafter the same) until January 2, 2025 (the “Second 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 Second 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 Second Deadline Date Amendment
prior to the Deadline Date, the Agreement shall be automatically amended as follows: |
| (a) | 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 January 2, 2025 (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”. |
| 2. | Termination. Notwithstanding anything in this Amendment to the contrary, in the event that the
Thunder Bridge Shareholders fail to approve the Second 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 or, if amended by the First Amendment, as amended. |
| 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 First 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 First 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.]
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 Second 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 |
[Signature Page to Second Amendment to Business
Combination Agreement]
|
M1 CO G.K. |
|
|
|
|
By: |
/s/ Akira Inoue |
|
Name: |
Akira Inoue |
|
Title: |
Executive Manager |
[Signature Page to Second Amendment to Business
Combination Agreement]
|
COINCHECK MERGER SUB, INC. |
|
|
|
|
By: |
/s/ Akira Inoue |
|
Name: |
Akira Inoue |
|
Title: |
President & Secretary |
[Signature Page to Second Amendment to Business
Combination Agreement]
|
COINCHECK, INC. |
|
|
|
|
By: |
/s/ Satoshi Hasuo |
|
Name: |
Satoshi Hasuo |
|
Title: |
Representative Director & President |
[Signature Page to Second Amendment to Business
Combination Agreement]
Exhibit 99.1
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 29, 2024 - Coincheck Group
B.V. (“CCG” or “Coincheck Group”), a consolidated subsidiary of Monex Group, Inc. (headquarters: Tokyo, Japan;
Representative Executive Officer and CEO: Yuko Seimei; the “Company”), which will be a holding company of Coincheck, Inc.
(“Coincheck”), is working closely with Thunder Bridge Capital Partners W, 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 and amended May 31, 2023, 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 28, 2024
(EDT) in connection with a special meeting of stockholders of THCP that will be held in late June, 2024 (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, 2024 to January 2, 2025 (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 by six months until
January 2, 2025, 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.
Additional Information
and Where to Find It
In connection with the proposed business combination, the
parties will file relevant materials with the SEC, including a registration statement on Form F-4 filed by CCG, which will include a proxy
statement/prospectus of THCP, and other documents regarding the proposed business combination with the SEC. CCG filed a preliminary proxy
statement prospectus on Form F-4 with the SEC on May 7, 2024. THCP’s shareholders and other interested persons are advised to read
the preliminary proxy statement/prospectus and the amendments thereto and, when available, the definitive proxy statement and documents
incorporated by reference therein filed in connection with the proposed business combination, as these materials contain and 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 shareholder 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 shareholders 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.
|
Contact: Akiko Kato |
Yuki Nakano, Taishi Komori |
|
Corporate Communications Office |
Investor Relations, Financial Control Department |
|
Monex Group, Inc. |
Monex Group, Inc. |
|
+81-3-4323-3983 |
+81-3-4323-8698 |
Participants in the Solicitation
THCP and its directors and executive officers may be deemed
participants in the solicitation of proxies from its shareholders 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 and their respective directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the shareholders 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.
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 shareholders, the failure to
achieve the minimum amount of cash available following any redemptions by THCP shareholders, 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.
|
|
|
|
Contact: Akiko Kato |
Yuki Nakano, Taishi Komori |
|
Corporate Communications Office |
Investor Relations, Financial Control Department |
|
Monex Group, Inc. |
Monex Group, Inc. |
|
+81-3-4323-3983 |
+81-3-4323-8698 |
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 |
Yuki Nakano, Taishi Komori |
|
Corporate Communications Office |
Investor Relations, Financial Control Department |
|
Monex Group, Inc. |
Monex Group, Inc. |
|
+81-3-4323-3983 |
+81-3-4323-8698 |
3
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May 28, 2024 |
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Entity File Number |
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|
Entity Registrant Name |
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.
|
Entity Central Index Key |
0001843993
|
Entity Tax Identification Number |
86-1826129
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
9912 Georgetown Pike
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Suite
D203
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Great Falls
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VA
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22066
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Trading Symbol |
THCPU
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Security Exchange Name |
NASDAQ
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Class A Common Stock, par value $0.0001 per share |
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THCP
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NASDAQ
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Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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