Thunder Bridge Capital Partners Ⅳ, Inc. (“THCP” or “Thunder
Bridge”), a special purpose acquisition company (“SPAC”) publicly
listed on the Nasdaq Global Market (“Nasdaq”), is working closely
with Coincheck Group B.V. (“CCG” or “Coincheck Group”), a
consolidated subsidiary of Monex Group, Inc. (headquarters: Tokyo,
Japan; Representative Executive Officer and CEO: Oki Matsumoto),
which will be a holding company of Coincheck, Inc. (“Coincheck”),
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, among THCP and CCG and certain of its affiliates
(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 31, 2023 in connection with a special meeting of
stockholders of THCP that will be held on June 21, 2023 (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, 2023 to July 2, 2024 (the
“Extension Proposal”).
In light of the above, the parties have agreed to amend the
Business Combination Agreement to extend the deadline for
completing the CCG De-SPAC Transaction for one year, subject to
stockholder approval of the Extension Proposal at the THCP
Stockholders Meeting.
Gary Simanson, President & Chief Executive Officer of THCP,
said, “As the process for our proposed business combination with
Coincheck Group has progressed, it has also enabled us to build a
strong working relationship with Oki Matsumoto and his team. Their
commitment to professionalism, doing things the right way, and
prudently managing the short-term, while also building and managing
for the long-term, are the traits and characteristics that were
clearly evident when we first evaluated the opportunity to combine
our companies. How Oki and his team have conducted themselves the
past 16 months strongly re-affirms our view and findings from when
we initially conducted due diligence last year that they are an
excellent business partner.
“Given the stable fundamental business performance of Coincheck
over the past year, in what has been a most uncertain and unstable
time for the industry overall, Oki and his team’s steady hand
throughout this period says it all, and speaks well of the future
of the combined company and the opportunities that lie before us.
Oki and I have frequently said during this time, that as a
registered virtual currency exchange in Japan, Coincheck is well
positioned to take advantage of the current disruptions in the
industry and we believe the opportunities for a transparent,
regulated, public company, are even more compelling today than when
we first envisioned the proposed business combination.
“We remain committed to completing the proposed business
combination and are truly grateful to Oki and his team for their
equal commitment to seeing the proposed transaction through and
then, with our combined resources, going on to build an even
greater global company.”
“After more than a year of working with Gary Simanson and his
team at Thunder Bridge, Coincheck Group remains committed to
completing the business combination with Thunder Bridge and to
gaining access to the U.S. capital markets,” said Oki Matsumoto,
Chairman and Chief Executive Officer of Monex Group, Inc. “The
rationale for the proposed business combination and listing of
Coincheck Group, as a holding company of a registered virtual
crypto currency exchange in Japan, on the Nasdaq Global Market is
more compelling than ever. By extending the deadline of the
business combination for an additional twelve months, we are making
a clear statement that we are committed to pursuing this strategic
transaction. We look forward to working with Gary Simanson and his
team to successfully consummate the proposed business combination
and to having Coincheck Group become a publicly traded company on
the Nasdaq Global Market.
“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 its 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
For additional information on the CCG De-SPAC Transaction, see
THCP’s Current Report on Form 8-K filed with the SEC on March 22,
2022. In connection with the proposed business combination, the
parties intend to file relevant materials with the SEC, including a
registration statement on Form F-4 to be filed by CCG with the SEC,
which will include a proxy statement/prospectus of THCP, and will
file other documents regarding the proposed business combination
with the SEC. THCP’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 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
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 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.
PARTICIPANTS IN THE SOLICITATION
THCP and its directors and executive officers may be deemed
participants in the solicitation of proxies from its stockholders
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, THCP and their respective directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the stockholders 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 stockholders, the failure to achieve the minimum amount of
cash available following any redemptions by THCP stockholders,
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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230531005857/en/
Gary A. Simanson 202.431.0507 gsimanson@thunderbridge.us
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