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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): December 10, 2024
Thunder Bridge Capital
Partners IV, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40555 |
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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
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 |
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Trading Symbol(s) |
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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 |
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The Nasdaq Stock Market LLC |
|
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|
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Class A Common Stock, par value $0.0001 per share |
|
THCP |
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The Nasdaq Stock Market LLC |
|
|
|
|
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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 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.
Introductory Note.
As previously disclosed, on March 22, 2022, Thunder Bridge Capital
Partners IV, Inc., a Delaware corporation (“Thunder Bridge” or the “Company”), entered into a Business Combination
Agreement (as amended to date, 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 transactions
contemplated by the Business Combination Agreement are referred to herein as the “Business Combination”.
On December 10, 2024 (the “Closing Date”),
as contemplated by the Business Combination Agreement, Merger Sub merged with and into Thunder Bridge, with Thunder Bridge surviving as
a wholly-owned subsidiary of PubCo. Pursuant to the terms set forth in the Business Combination Agreement,, (i) PubCo issued its ordinary
shares (the “Ordinary Shares”) to M1 GK and, pursuant to a share exchange, M1 GK, at that time a wholly owned subsidiary of
PubCo, exchanged all of its shares of PubCo for all of the outstanding common shares of Coincheck (the “Share Exchange”),
resulting in Coincheck becoming a direct wholly owned subsidiary of M1 GK and an indirect wholly-owned subsidiary of PubCo. Immediately
after giving effect to the Share Exchange, PubCo changed its legal form from a Dutch private limited liability company (besloten vennootschap
met beperkte aansprakelijkheid) to a Dutch public limited liability company (naamloze vennootschap); (ii) Merger Sub merged
with and into Thunder Bridge on the Closing Date, with Thunder Bridge continuing as the surviving corporation (the “Merger”);
(iii) as a result of the Merger, each outstanding Thunder Bridge share sold as part of a unit in Thunder Bridge’s initial public
offering (the “IPO” or “Thunder Bridge’s IPO”; each unit, a “Thunder Bridge Unit”; and each
Thunder Bridge share, a “Thunder Bridge Public Share”), for the avoidance of doubt, not including any Thunder Bridge Share
held by TBCP IV, LLC, Thunder Bridge’s sponsor (the “Thunder Bridge Sponsor”), as of the date of the Business Combination
Agreement (the “Sponsor Shares”), was exchanged for one Ordinary Share; and (iv) as a result of the Merger, each outstanding
private warrant exercisable for Thunder Bridge shares (a “Private Warrant”) and each outstanding public warrant exercisable
for Thunder Bridge shares sold as part of a unit in Thunder Bridge’s IPO (a “Public Warrant” and the Public Warrants
together with the Private Warrants, the “Thunder Bridge Warrants”) became a warrant exercisable for the number of Ordinary
Shares that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business
Combination (each such warrant exercisable for Ordinary Shares, a “Public Warrant”).
The description of the Business Combination
Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of
(i) the Business Combination Agreement, which was filed as Exhibit 2.1 to Thunder Bridge’s Current Report on Form 8-K filed on March
22, 2022, and (ii) the First Amendment, which was filed as Exhibit 2.1 to Thunder Bridge’s Current Report on Form 8-K filed on May
31, 2023, (iii) the Second Amendment, which was filed as Exhibit 2.1 to Thunder Bridge’s Current Report on Form 8-K filed on May
30, 2024, (iv) the Third Amendment, which was filed as Exhibit 2.1 to Thunder Bridge’s Current Report on Form 8-K filed on October
11, 2024, each of which is incorporated by reference herein.
Item 1.01 Entry into a Material Definitive
Agreement.
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, Thunder Bridge, PubCo
and Continental Stock Transfer & Trust Company (“Continental”) entered into that certain Warrant Assumption and Amendment
Agreement (the “New Warrant Agreement”). The New Warrant Agreement amends that certain Warrant Agreement, dated as of June
29, 2021, by and between Thunder Bridge and Continental (the “Existing Warrant Agreement”), to provide for the assignment
by Thunder Bridge of all its rights, title and interest in the warrants of Thunder Bridge to PubCo. Pursuant to the New Warrant Agreement,
all Thunder Bridge warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Thunder Bridge’s Class
A common stock, but instead will be exercisable for PubCo Ordinary Shares.
The foregoing description of the New Warrant
Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the New Warrant Agreement, which
is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive
Agreement.
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the
consummation of the Business Combination, the following material agreements of Thunder Bridge terminated in accordance with their terms:
(i) that certain Investment Management Trust Agreement, dated as of June 29, 2021, between Thunder Bridge and Continental, pursuant to
which Continental invested the proceeds of Thunder Bridge’s initial public offering in a trust account and facilitated the public
stockholder redemptions; (ii) that certain Administrative Services Agreement, dated as of June 29, 2021, between Thunder Bridge and First
Capital Group, LLC, pursuant to which an affiliate of Thunder Bridge’s sponsor provided office space, administrative and support
services to Thunder Bridge for a fee of $10,000 per month; (iii) that certain Advisory Support Agreement, dated as of June 29, 2021, between
Thunder Bridge and First Capital Group, LLC, pursuant to which an affiliate of Thunder Bridge’s Chief Executive Officer provided
advisory services relating to Thunder Bridge’s search for and consummation of an initial business combination for a fee of $20,000
per month and (iv) the Letter Agreement, dated as of June 29, 2021, made in favor of Thunder Bridge by each officer and director of Thunder
Bridge and TBCP IV, LLC, which included covenants of such persons to vote in favor of Thunder Bridge’s initial business combination
and not to participate in the public stockholder redemptions, among other things.
Item 2.01 Completion of Acquisition or
Disposition of Assets.
The information set forth in the Introductory
Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the
Business Combination, on the Closing Date, Thunder Bridge and PubCo notified The Nasdaq Stock Market (“Nasdaq”) that the certificate
of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that Thunder Bridge’s
outstanding securities had been converted into PubCo’s Ordinary Shares and PubCo Warrants, as described in Item 1.02 above. Thunder
Bridge and PubCo jointly requested that Nasdaq delist Thunder Bridge’s units, Class A common stock, and warrants on December 10,
2024, and as a result, trading of Thunder Bridge’s units, Class A common stock, and warrants on Nasdaq was suspended at 4:00 p.m.
on December 10, 2024. On December 10, 2024, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing
the process of delisting Thunder Bridge’s securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities
Exchange Act of 1934, as amended.
Item 3.03 Material Modification to Rights
of Security Holders.
The information set forth in the Introductory
Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business
Combination, a change in control of Thunder Bridge occurred. Following the consummation of the Business Combination, Thunder Bridge became
a wholly owned subsidiary of PubCo.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Business
Combination Agreement, and effective as of the Closing Date, each of Thunder Bridge’s officers and directors resigned as a member
of Thunder Bridge’s board of directors and/or from each officer position previously held, as applicable. These resignations were
not a result of any disagreement between Thunder Bridge and the officers and directors on any matter relating to Thunder Bridge’s
operations, policies or practices.
Item 8.01 Other Events.
Attached as Exhibit 99.1 to this Current Report
on Form 8-K is the press release issued by Thunder Bridge announcing the consummation of the Business Combination.
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.
|
THUNDER BRIDGE CAPITAL PARTNERS IV, INC. |
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|
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By: |
/s/ Gary A. Simanson |
|
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Name: |
Gary A. Simanson |
|
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Title: |
Chief Executive Officer |
|
|
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Dated: December 10, 2024 |
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4
Exhibit 4.1
FORM OF WARRANT ASSUMPTION AND AMENDMENT AGREEMENT
This Warrant Assumption and Amendment Agreement
(this “Agreement”) is made as of December 10, 2024, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware
corporation (the “Company”), Coincheck Group N.V., a Dutch public limited liability company (“PubCo”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company as warrant agent (the “Warrant Agent”)
and shall be effective as of the Merger Effective Time (as defined below).
WHEREAS, the Company and the Warrant Agent
are parties to that certain Warrant Agreement, dated as of June 29, 2021, and filed with the Commission on July 2, 2021(the “Warrant
Agreement”);
WHEREAS, unless specified otherwise, capitalized
terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Warrant Agreement;
WHEREAS, pursuant to the Warrant Agreement,
the Company issued 4,730,537 Public Warrants and 129,611 Private Placement Warrants, all of such Warrants being governed by the Warrant
Agreement;
WHEREAS, on March 22, 2022, the Company,
PubCo, M1 Co G.K., a Japanese limited liability company, Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
and Coincheck, Inc., a Japanese corporation, entered into that certain Business Combination Agreement, which was subsequently amended
on May 31, 2023, May 28, 2024 and October 8, 2024 (as so amended, the “Business Combination Agreement”), pursuant to
which, among other things, Merger Sub will merge with and into the Company (the “Merger”),
with the Company being the surviving corporation (the “Surviving Corporation”) and, ultimately, a direct, wholly-owned
subsidiary of PubCo (the “Business Combination”);
WHEREAS, on the terms and subject to the
conditions set forth in the Business Combination Agreement, on the Closing Date (as defined in the Business Combination Agreement), the
Company and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”)
with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the General Corporation Law of the
State of Delaware (the time of such filing, or such later time as may be agreed in writing by the Company and Merger Sub and specified
in the Certificate of Merger, being the “Merger Effective Time”);
WHEREAS, as a result of the Merger, each
outstanding Private Placement Warrant and each outstanding Public Warrant will become a warrant exercisable for the number of ordinary
shares in the share capital of PubCo (“PubCo Ordinary Shares”)
that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination
(each such warrant exercisable for PubCo Ordinary Shares, a “PubCo Warrant”) as further set out below;
WHEREAS, at the Merger Effective Time, (i)
each outstanding Public Warrant will be converted to and become a PubCo public warrant (“PubCo Public Warrant”), and
(ii) each outstanding Private Placement Warrant will be converted to and become a PubCo private placement warrant (“PubCo Private
Placement Warrant”), each such PubCo Warrant governed by this Agreement and the Warrant Agreement (as amended herewith), giving
the holder the right to purchase one PubCo Ordinary Share, subject to the same terms and conditions as those of respectively the Public
Warrants and the Private Placement Warrants as were in effect immediately prior to this Agreement;
WHEREAS, the PubCo Private Placement Warrants
are identical in terms to the PubCo Public Warrants, except that so long as the PubCo Private Placement Warrants are held by the Sponsor
or its Permitted Transferees, the PubCo Private Placement Warrants (and the PubCo Ordinary Shares issuable upon exercise of these warrants)
may not be transferred, assigned or sold until 90 days after (and Excluding) the Closing Date (as defined in the Business Combination
Agreement), subject to certain limited exceptions. Additionally, the PubCo Private Placement Warrants may be exercised by the holders
on a cashless basis and will not be redeemable (subject to certain limited exceptions), so long as they are held by the Sponsor or its
Permitted Transferees. If the PubCo Private Placement Warrants are held by someone other than the Sponsor or its Permitted Transferees,
such warrants will be redeemable and exercisable by such holders on the same basis as the PubCo Public Warrants;
WHEREAS, at the Merger Effective Time, pursuant
to this Agreement, the Company will assign to PubCo all of the Company’s right, title and interest in and to the Warrant Agreement
arising from and after the Merger Effective Time, and PubCo will assume, and agree to pay, perform, satisfy and discharge in full, all
of the Company’s liabilities and obligations arising from and after the Merger Effective Time;
WHEREAS, section 9.9 of the Warrant Agreement
provides (among other things) that the Warrant Agreement may be amended by the parties thereto without the consent of any Registered Holder
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or
changing any other provisions with respect to matters or questions arising under the Warrant Agreement as the parties thereto may deem
necessary or desirable and that those parties deem shall not adversely affect the interest of the Registered Holders;
NOW, THEREFORE, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows.
1. Assignment
and Assumption; Consent.
1.1 Assignment
and Assumption. The Company hereby assigns to PubCo all of the Company’s right, title and interest in and to the Warrant
Agreement (as amended by means of this Agreement) arising from and after the Merger Effective Time and PubCo hereby assumes, and agrees
to pay, perform, satisfy and discharge in full, all of the Company’s liabilities and obligations arising from and after the Merger
Effective Time. As a result of the preceding sentence, effective per the Merger Effective Time, each Warrant will be converted into a
warrant to subscribe for PubCo Ordinary Shares pursuant to the terms and conditions of the Warrant Agreement (as amended hereby).
1.2 Consent.
The Warrant Agent hereby consents to the assignment and assumption pursuant to Section 1.1 of this Agreement, and to the continuation
of the Warrant Agreement, as amended by means of this Agreement, in full force and effect from and after the Merger Effective Time in
accordance with the provisions, covenants, agreements, terms and conditions of the Warrant Agreement and this Agreement.
2. Amendment
of Warrant Agreement. The Company, PubCo and the Warrant Agent hereby amend the Warrant Agreement as provided in this Section
2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Warrant Agreement set forth in
this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the Registered Holders.
2.1 Reference
to Company. In the Warrant Agreement (including all Exhibits thereto) (a) all references to “the Company” shall
be deemed to refer to “Thunder Bridge Capital Partners IV, Inc., a Delaware corporation,” prior to the Merger Effective Time
and to “Coincheck Group N.V., a Dutch public limited liability company with corporate seat in Amsterdam, the Netherlands”
as of and following the Merger Effective Time, as applicable, (b) all references to “Thunder Bridge Capital Partners IV, Inc.”
shall be deemed to refer to “Coincheck Group N.V.” as of and following the Merger Effective Time, (c) all references to “a
Delaware corporation” shall be deemed to refer to “a Dutch public limited liability company” as of and following the
Merger Effective Time, and (d) the reference to “Incorporated Under the Laws of the State of Delaware” shall be deemed to
refer to “Incorporated under the Laws of the Netherlands” as of and following the Merger Effective Time.
2.2 Reference
to Business Combination all references to the “Business Combination” shall be deemed to be the transactions contemplated
by the Business Combination Agreement.
2.3 Reference
to Common Stock. All references to “share of Class A common stock of the Company, par value $0.0001 per share”
or “Common Stock” in the Warrant Agreement (including all Exhibits thereto) shall mean “ordinary shares in the share
capital of the Company, nominal value €0.01 per share” or “Company Shares”, respectively.
2.4 The
first recital of the Warrant Agreement is hereby amended by deleting the words “Over-allotment Option (as defined below)”
and replacing it with “the right of the underwriters to purchase additional Units in the Offering (the “Over-allotment Option”)”.
2.5 Section
2.4. of the Warrant Agreement is hereby amended and restated in full as follows: “Intentionally left blank”.
2.6 Section
2.5. of the Warrant Agreement is hereby amended by deleting the words “other than as part of the Units, each of which is comprised
of one share of Common Stock and one-fifth of one Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number
of Warrants to be issued to such holder”.
2.7 Section
2.6. of the Warrant Agreement is hereby amended by deleting the words “until thirty (30) days after the completion by the Company
of an initial Business Combination (as defined below)” and replacing it with “the period beginning on the Closing Date (as
defined in the Business Combination Agreement) and ending at 8:00 am Eastern Time on the date that is ninety (90) days after (and excluding)
the Closing Date (as defined in the Business Combination Agreement).”
2.8 Section
3.1. of the Warrant Agreement is hereby amended by adding as a last sentence “For purposes of this Agreement, “Business
Day” is a day other than a Saturday, Sunday or federal holiday on which banks in New York City are generally open for normal business.”.
2.9 Section
3.3.5. of the Warrant Agreement is hereby amended by (a) deleting the words “For purposes of the Warrant, in determining the
number of issued and outstanding Common Stock, the holder may rely on the number of issued and outstanding Common Stock as reflected in
(1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public
filing with the Commission as the case may be” and replacing it with “For purposes of this paragraph, in determining the number
of issued and outstanding Common Stock, the holder may rely on the number of issued and outstanding Common Stock as reflected in (1) the
Company’s most recent annual report on Form 20-F or other public filing with the Commission as the case may be”, (b) deleting
the words “For any reason at any time, upon the written request of the holder of the Warrant” and replacing it with “For
any reason at any time, upon the written request of such holder of a Warrant”.
2.10 Section
4.1.2. of the Warrant Agreement is hereby amended by deleting the words “(c) to satisfy the redemption rights of the holders
of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the
holders of the shares of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial
Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not
complete the Business Combination within the period set forth in the Company’s amended and restated certificate of incorporation
or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity,
or (e) in connection with the redemption of shares of Common Stock included in the Units sold in the Offering upon the failure of the
Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation”.
2.11 Section
4.4 of the Warrant Agreement is hereby amended by deleting the words “Form 8-K” and replacing these with the words “Form
6-K”.
2.12 Section
4.8 of the Warrant Agreement is hereby amended by deleting the words “or solely as a result of an adjustment to the conversion
ratio of the Company’s Class B common stock, $0.0001 par value per share, into Common Stock”.
2.13 Section
5.5 of the Warrant Agreement is hereby amended to add the following as the final sentence thereof:
“The Warrant Agent may countersign
a Definitive Warrant Certificate in manual of facsimile form.”
2.14 The
address for notices to the Company set forth in Section 9.2 of the Warrant Agreement is hereby amended and restated as follows:
Coincheck Group N.V.
Hoogoorddreef 15
1101 BA Amsterdam
The Netherlands
Attention: Gary Simanson and Oki Matsumoto
with a copy to (which shall not constitute
notice):
Simpson Thacher & Bartlett LLP
Ark Hills Sengokuyama Mori Tower, 41F
9-10, Roppongi 1 -Chome
Minato-ku, Tokyo 106-0032, Japan
Attention: Jonathan G. Stradling and Takahiro Saito
Email: jonathan.stradling@stblaw.com and tsaito@stblaw.com
and
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017, United States
Attention: Mark Brod
Email: mbrod@stblaw.com
2.15 Section
5.6. of the Warrant Agreement is hereby deleted.
3. Miscellaneous
Provisions.
3.1 Effectiveness
of Warrant Assumption and Amendment Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of
this Agreement shall be expressly subject to the occurrence of the Merger and shall automatically be terminated and shall be null and
void if the Business Combination Agreement shall be terminated for any reason.
3.2 Successors.
All the covenants and provisions of this Agreement by or for the benefit of PubCo or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.
3.3 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar
in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
3.4 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out
of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive
forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce
any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any
action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within
the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the
name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal
courts located within the State of New York or the United States District Court for the Southern District of New York in connection with
any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of
process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.
3.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s
Warrant for inspection by the Warrant Agent.
3.6 Counterparts
Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
3.7 Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.
3.8 Entire
Agreement. This Agreement and the Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of
the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express
or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments
are hereby canceled and terminated.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the parties
has caused this Agreement to be duly executed as of the date first written above.
|
THUNDER BRIDGE CAPITAL PARTNERS IV, INC. |
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/s/ Gary A. Simanson |
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Name: |
Gary A. Simanson |
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Title: |
Chief Executive Officer |
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COINCHECK GROUP N.V. |
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/s/ Oki Matsumoto |
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Name: |
Oki Matsumoto |
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Title: |
Executive Chairperson |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
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|
/s/ Steven Vacante |
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[Signature Page to Warrant Assumption and Amendment Agreement]
Exhibit 99.1
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Thunder Bridge Capital Partners IV, Inc. and Coincheck
Group N.V. Announce Closing of Business Combination
Coincheck Group N.V. ordinary shares and warrants
to begin trading on Nasdaq on December 11, 2024 as “CNCK” and “CNCKW,” respectively.
Great Falls, Va. and Amsterdam, Netherlands –
December 10, 2024 – Coincheck Group N.V. (“Coincheck”), a Dutch public limited liability company and a holding
company of a cryptocurrency trading service company, and Thunder Bridge Capital Partners IV, Inc. (Nasdaq: THCP, THCPU & THCPW) (“Thunder
Bridge IV”), a special purpose acquisition company, announced today the consummation of their previously announced business combination.
As a result, the ordinary shares and warrants of Coincheck will commence trading on Nasdaq on December 11, 2024 under the new ticker symbols
“CNCK” and “CNCKW,” respectively. The business combination was approved at a special meeting of the shareholders
of Thunder Bridge IV on December 5, 2024.
“The completion of our business combination
with Thunder Bridge IV marks an extraordinary milestone for Coincheck,” said Oki Matsumoto, Representative Executive Officer and
Chairman of Monex Group, Inc., and Executive Chairman of Coincheck. “Coincheck was created through the fusion of a robust business
foundation built in Japan, combined with the strengths of the U.S. capital markets through the close collaboration of exceptional business
and capital markets talent in both Japan and the U.S. We are incredibly proud and excited to become a Nasdaq listed company and for what
the future holds for the Coincheck group companies and our shareholders.”
“We are pleased to announce the closing of our
merger with the entire Coincheck team,” said Gary Simanson, President and CEO of Thunder Bridge IV. “As a member of the board
of directors and CEO of Coincheck, I look forward to partnering with Oki and his team to build one of the preeminent global crypto and
Web3 companies in the world.”
Coincheck Group N.V. (“CNCK” and “CNCKW”),
is a global holding company, headquartered in the Netherlands, operating in the crypto asset and Web3 domains, and is the parent company
of Coincheck, Inc. (“Coincheck Japan”), which operates the regulated crypto asset trading service “Coincheck”
in Japan. Coincheck Japan is the leading crypto asset exchange in Japan and is one of the most established and trusted names in crypto.
Coincheck Japan has been recognized as Japan’s No.1* most downloaded trading app for five consecutive years. Coincheck is on a mission
to “Make Exchange of New Value Easier” by utilizing crypto assets and blockchain technology.
Coincheck Group N.V. is one of only two publicly listed companies on NASDAQ having a crypto asset exchange as its core business. As a
newly listed NASDAQ company, and “Your Trusted Global Partner in the Digital World,” Coincheck is well-positioned to further
solidify the group’s dominant position in Japan’s crypto asset trading industry and to establish the group as a global player
in the crypto and Web3 industry worldwide.
The business combination resulted in gross proceeds
of approximately $31.6 million to the combined company, including funds held in a restricted account pursuant to the terms of the previously
announced non-redemption agreement, and net of Thunder Bridge IV shareholder redemptions.
J.P. Morgan Securities LLC served as sole financial
advisor to Monex Group, Inc., Coincheck Japan’s former direct parent company and now the parent company of Coincheck, in connection
with the business combination. Galaxy Digital Partners LLC served 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. served
as capital markets advisors to Thunder Bridge IV in connection with the business combination. Nelson Mullins Riley & Scarborough LLP,
Mori Hamada & Matsumoto, Littler Mendelson P.C. and Allen & Overy LLP served as legal advisors to Thunder Bridge IV and Simpson
Thacher & Bartlett LLP, Anderson Mori & Tomotsune, and De Brauw Blackstone Westbroek N.V. served as legal advisors to Coincheck
and Monex Group, Inc.
Forward Looking Statements
This press release 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 trading, 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 or the negative thereof. These forward-looking
statements include, but are not limited to, statements regarding Coincheck’s trading, industry and market sizes, future opportunities
for Coincheck , Coincheck Japan and Thunder Bridge IV, Coincheck’s estimated future results and the business combination between
Thunder Bridge IV and Coincheck.. 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, which could cause actual results or events to differ materially from those presently anticipated
including (i) a delay or failure to realize the expected benefits from the business combination, (ii) risks related to disruption of management’s
time from ongoing business operations due to the business combination, (iii) changes in the cryptocurrency and digital asset markets in
which Coincheck competes, including with respect to its competitive landscape, technology evolution or regulatory changes, (iv) changes
in domestic and global general economic conditions, (v) risk that Coincheck may not be able to execute its growth strategies, including
identifying and executing acquisitions, (vi) risk that Coincheck may not be able to develop and maintain effective internal controls and
(vii) and other risks and uncertainties discussed in Coincheck’s filings with the U.S. Securities and Exchange Commission. Coincheck
undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments,
or otherwise, except as required by law.
About Coincheck Group N.V.
Coincheck Group N.V. is a Dutch public limited liability company and a
holding company of Coincheck, Inc., , which operates the “Coincheck” cryptocurrency trading service, and 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, Inc. 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 |
Coincheck Group N.V. Media Relations
For inquiries from the press regarding this release,
please contact:
Coincheck Group N.V. Public Relations coincheckIR@icrinc.com
Coincheck Group N.V. Investor Relations
For inquiries from the press regarding this release,
please contact:
coincheckIR@icrinc.com
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