Filed by Coincheck Group B.V.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company: Thunder Bridge Capital Partners IV, Inc.
(Commission File No.: 001-40555)
Date: July 5, 2023
July 5th,
2023
Coincheck, Inc.
Monthly Disclosure
Today we reported the following preliminary
monthly disclosure information for the fiscal year ending March 31, 2024.
The preliminary numbers in the tables below may be updated in
the future.
|
Apr.
2023 |
May.
2023 |
Jun.
2023 |
Jul.
2023 |
Aug.
2023 |
Sep.
2023 |
Exchange Trading Value
(Million yen) |
161,783 |
149,721 |
180,540 |
|
|
|
Market-place Trading
Value (Million yen) |
10,699 |
7,872 |
11,659 |
|
|
|
Client Assets
(Million yen) |
350,923 |
339,193 |
362,197 |
|
|
|
Number of
Verified Accounts |
1,810,351 |
1,820,242 |
1,830,148 |
|
|
|
|
Oct.
2023 |
Nov.
2023 |
Dec.
2023 |
Jan.
2024 |
Feb.
2024 |
Mar.
2024 |
Exchange Trading Value
(Million yen) |
|
|
|
|
|
|
Market-place Trading
Value (Million yen) |
|
|
|
|
|
|
Client Assets
(Million yen) |
|
|
|
|
|
|
Number of
Verified Accounts |
|
|
|
|
|
|
Note: Client Assets and Number of Verified Accounts are as
of the end of each month.
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 Capital Partners IV, Inc. (“Thunder Bridge IV”) and others with regards to the proposed transaction, the parties
intend to file relevant materials with the Securities and Exchange Commission, including a registration statement on Form F-4 to be
filed by Coincheck Group, B.V. with the SEC, which will include a proxy statement/prospectus of Thunder Bridge IV, and will file
other documents regarding the proposed transaction with the SEC. Thunder Bridge IV’s shareholders 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, Thunder Bridge IV and the proposed business combination. Promptly
after the Form F-4 is declared effective by the SEC, Thunder Bridge IV will mail the definitive proxy statement/prospectus and a
proxy card to each shareholder entitled to vote at the meeting relating to the approval of the business combination and other
proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders
of Thunder Bridge IV are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become
available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because
they will contain important information about the proposed transaction. The documents filed by 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.
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 definitive agreement; the inability to complete the transactions
contemplated by the definitive 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 The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the
contemplated transactions; costs related to the transactions contemplated by the definitive agreement; a delay or failure to realize the
expected benefits from the proposed transaction; risks related to disruption of management’s time from ongoing business operations
due to the proposed transaction; changes in the cryptocurrency and digital assets 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; risks related
to the ongoing COVID-19 pandemic and response; 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. 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.
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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