Item
1.01 Entry Into a Material Definitive Agreement.
Business
Combination Agreement
On
March 22, 2022, Thunder Bridge Capital Partners IV, Inc. (the “Company”), a Delaware corporation, entered into a Business
Combination Agreement (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”). The Business Combination
Agreement was unanimously approved by the Company’s board of directors. If the Business Combination Agreement is approved by the
Company’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub, a
wholly owned subsidiary of PubCo, will merge with and into the Company, with the Company continuing as the surviving corporation and
a wholly owned subsidiary of PubCo (the “Business Combination”).
Prior to the closing of the Business Combination (the “Closing”),
Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) (“Monex”), the sole shareholder of both PubCo
and HoldCo, will cause PubCo and HoldCo to undergo a restructuring resulting in HoldCo holding 147,587,616 ordinary shares in the share
capital of PubCo (“PubCo Ordinary Shares”) and then becoming PubCo’s direct, wholly owned subsidiary (the “PubCo
Restructuring”).
Thereafter, Coincheck will, and PubCo will cause HoldCo to, implement
a share exchange (kabushiki koukan) pursuant to which the ordinary share of Coincheck outstanding immediately prior to 12:01 a.m.
Japan Time on the Closing date will be exchanged (the “Share Exchange”) for PubCo Ordinary Shares, causing Coincheck to become
a direct, wholly owned subsidiary of HoldCo. Immediately following the Share Exchange, PubCo will (a) convert its legal form, without
ceasing to exist, from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public
limited liability company (naamloze vennootschap) and (b) amend and restate its governing documents, which, as so amended and restated,
will be the governing documents of PubCo until thereafter amended in accordance with the terms thereof and applicable law (the “PubCo
Reorganization”).
Prior to the Closing, the PubCo shareholders (the “Coincheck
Shareholders”) will collectively deliver 25,000,000 shares of PubCo to an escrow agent (the “Escrowed Coincheck Shareholder
Earn Out Shares”). The Escrowed Coincheck Shareholder Earn Out Shares will be released to the Coincheck Shareholders if the closing
market price of PubCo Ordinary Shares is at or above $12.50 for 20 out of 30 consecutive trading days following the Closing. An additional
25,000,000 shares of PubCo (together with the Escrowed Company Shareholder Earn Out Shares, the “Coincheck Shareholder Earn Out
Shares”) will be issued to the Coincheck Shareholders if the closing market price of PubCo Ordinary Shares is at or above $15.00
for 20 out of 30 consecutive trading days following the Closing. In the event such milestones are not met within five years of the Closing,
the Escrowed Coincheck Shareholder Earn Out Shares will be automatically released to PubCo for repurchase for no consideration. In addition,
at the Closing, the Sponsor (as defined below) will deliver to the escrow agent an aggregate of 2,365,278 PubCo Ordinary Shares that
the Sponsor would otherwise receive as consideration in the Business Combination (the “Sponsor Earn Out Shares”). The Sponsor
Earn Out Shares will be subject to the same milestones as the Coincheck Shareholder Earn Out Shares. In the event such milestones are
not met within five years of the Closing, the Sponsor Earn Out Shares will be automatically released to PubCo for repurchase for no consideration.
In
connection with the Closing, (i) each share of the Company’s common stock (“Company Common Stock”) that is held by
the Sponsor will be converted into one PubCo Ordinary Share and (ii) each share of Company Common Stock that is outstanding and has not
been redeemed will be converted into a one PubCo Ordinary Share.
Each
outstanding warrant to purchase Company Common Stock (“Company Warrant”) will become a warrant to purchase PubCo Ordinary
Shares, with each such warrant exercisable for the number of PubCo Ordinary Shares the holder of the Company Warrant would have received
in the Business Combination if it exercised the Company Warrant immediately prior to the Business Combination.
Conditions
to Closing
The
Closing is subject to certain customary conditions, including, among other things, (i) approval by the Company’s stockholders
of the Business Combination Agreement, (ii) the effectiveness of a registration statement on Form F-4 by PubCo relating to the Business
Combination and containing a proxy statement of the Company and (iii) the approval for listing on Nasdaq of the PubCo Ordinary Shares
to be issued in the Business Combination. In addition, the Closing is subject to the condition that the Company has at least $5,000,001
of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)). Coincheck’s obligations under the Business Combination Agreement are also subject to a minimum
cash consideration at Closing, after giving effect to any outside financing and Company stockholder redemptions of $100,000,000.
Representations,
Warranties and Covenants
The
parties to the Business Combination Agreement have made representations, warranties and covenants that are customary for transactions
of this nature.
Termination
The
Business Combination Agreement may be terminated by either Coincheck or the Company under certain circumstances, including, among others,
(i) by written consent of both the Company and Coincheck, (ii) by either Coincheck or the Company if the Closing has not occurred
on or July 2, 2023, (iii) by either Coincheck or the Company if the other party has materially breached their respective representations
or covenants under the Business Combination Agreement and has not timely cured such breach, (iv) by either Coincheck or the Company
if the Business Combination is permanently enjoined, prohibited or prevented by the terms of a final, non-appealable governmental order,
(v) by Coincheck if the Company has held a stockholder meeting to approve the Business Combination and approval of the Business Combination
has not been obtained by the requisite number of stockholders of the Company and (vi) by either Coincheck or the Company if the Closing
has not occurred on or before the ninetieth (90th) day after the date on which the registration statement on Form F-4 has
been declared effective.
The
foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein
by reference. The Business Combination Agreement contains representations, warranties and covenants that the parties to the Business
Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject
to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement.
The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to
provide any other factual information about the Company, Coincheck or any other party to the Business Combination Agreement. In particular,
the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes
of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination
Agreement (other than as expressly provided for in the Business Combination Agreement), may be subject to limitations agreed upon by
the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between
the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with
the SEC. Investors should not rely on the representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations
of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties,
covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover,
information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business
Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Sponsor
Support Agreement
In
connection with the Company’s entrance into the Business Combination Agreement, it also entered into a Sponsor Support Agreement
(the “Sponsor Support Agreement”) with TBCP IV, LLC, a Delaware limited liability company (the “Sponsor”), Gary
A. Simanson, as managing member of the Sponsor (“Simanson”), PubCo, Coincheck and Monex, pursuant to which, among other things,
the Sponsor will agree to vote any of the shares of Company Common Stock held by it in favor of the Business Combination and not to redeem
any such shares at the special meeting of stockholders to be held in connection with the Business Combination.
In
addition, the Sponsor agreed not to transfer any of its PubCo Ordinary Shares for a period of 365 days, subject to early release as follows:
(i) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $15.00
per share for 20 out of any 30 consecutive trading days; (ii) one-third of its PubCo Ordinary Shares following the Closing, if the last
reported sale price of PubCo Ordinary Shares exceeds $17.50 per share for 20 out of any 30 consecutive trading days; and (iii) one-third
of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $20.00 per share
for 20 out of any 30 consecutive trading days.
The
foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Monex
Support Agreement
In connection with the Company’s entry into the Business Combination
Agreement, the Company, PubCo and Monex entered into a Company Support Agreement (the “Monex Support Agreement”), pursuant
to which Monex agreed, among other things, to deliver a written consent approving PubCo’s adoption of PubCo’s Governing Documents
in accordance with the PubCo Restructuring and PubCo Reorganization in its capacity as the sole shareholder of PubCo. In addition, Monex
will deliver its pro rata portion of the Escrowed Coincheck Shareholder Earn Out Shares to the escrow agent immediately prior to Closing.
Monex, in its capacity as the controlling shareholder of Coincheck, has agreed to obtain approval of the Share Exchange. In addition,
as the sole member of HoldCo, Monex agreed, among other things, to deliver a written consent approving the PubCo Restructuring. As the
sole stockholder of Merger Sub, Monex agreed, among other things, to deliver a written consent approving the Business Combination Agreement.
In
addition, Monex agreed not to transfer any of its PubCo Ordinary Shares for a period of 365 days, subject to early release as follows:
(i) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $15.00
per share for 20 out of any 30 consecutive trading days; (ii) one-third of its PubCo Ordinary Shares following the Closing, if the last
reported sale price of PubCo Ordinary Shares exceeds $17.50 per share for 20 out of any 30 consecutive trading days; and (iii) one-third
of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $20.00 per share
for 20 out of any 30 consecutive trading days.
The
foregoing description of the Monex Support Agreement does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Monex Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Lock-Up
Agreements
In connection with the Company’s entry into the Business Combination
Agreement, certain Coincheck Shareholders (the “Equityholders”) entered into lock-up agreements (the “Lock-Up Agreements”
and each, a “Lock-Up Agreement”) with respect to the number of ordinary shares of Coincheck and PubCo Ordinary Shares (the
“Lock-Up Shares”) pursuant to which, each Equityholder agreed not transfer any Lock-Up Shares for a period of 365 days after
the Closing, subject to early release as follows: (i) one-third of its Lock-Up Shares following the Closing, if the last reported sale
price of PubCo Ordinary Shares exceeds $15.00 per share for 20 out of any 30 consecutive trading days; (ii) one-third of its Lock-Up Shares
following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $17.50 per share for 20 out of any 30 consecutive
trading days; and (iii) one-third of its Lock-Up Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares
exceeds $20.00 per share for 20 out of any 30 consecutive trading days.
The
foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Lock-Up Agreement, a form of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.
Registration Rights Agreement
At the Closing, PubCo, the
Sponsor, Monex and certain persons will enter into a registration rights agreement providing for the right to three demand registrations
for Sponsor, unlimited demand registrations for Monex and unlimited piggy-back registrations with respect to the PubCo Ordinary Shares
held by Monex or by the Sponsor and its permitted successors and assigns.
The foregoing description of Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a form of which
is filed as Exhibit 10.4 hereto and is incorporated by reference herein.