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): November 12, 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
(Address of principal
executive offices)
22066
(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 per share |
|
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 7.01 Regulation FD Disclosure.
As previously disclosed, Thunder Bridge Capital Partners IV, Inc. (the
“Thunder Bridge IV”), a Delaware corporation, announced a proposed business combination (the “Business Combination”)
between Thunder Bridge IV, Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
(“CCG”), 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 November 12, 2024, the Thunder Bridge IV issued a press release attached as Exhibit 99.1 and incorporated by reference into this Item
7.01.
The foregoing (including Exhibit 99.1) is being furnished pursuant
to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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 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, 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 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 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.
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.
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 Business Combination Agreement; the inability to complete
the transactions contemplated by the Business Combination 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 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
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. CCG, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
| Dated: November 12, 2024 |
|
| |
|
| |
THUNDER BRIDGE CAPITAL PARTNERS IV, INC. |
| |
|
| |
By: |
/s/ Gary A. Simanson |
| |
Name: |
Gary A. Simanson |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
Thunder Bridge Capital Partners IV, Inc. Announces
Effectiveness of Registration
Statement and Special Meeting Date for Proposed Business Combination with Coincheck, Inc.
Stockholder Meeting of Thunder Bridge Capital
Partners IV, Inc. Scheduled for December 5, 2024
To View the Meeting Documents, Please Visit
https://www.cstproxy.com/thunderbridgecapitalpartnersiv/2024/
For Any Questions Regarding the Special Meeting
or How to Vote Your Shares
You May Call Sodali & Co, Thunder Bridge
Capital Partners IV, Inc.’s Proxy Solicitor,
at (800) 662-5200 (Toll Free); (203) 658-9400
(Collect)
or e-mail at THCP.info@investor.sodali.com
Great Falls, Va. and Tokyo, Japan, Nov.
12, 2024 (GLOBE NEWSWIRE) -- 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 Relations
Mail: pr@coincheck.com
3
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