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: May 29, 2024
Announcement regarding the progress of Coincheck
Group B.V. to become publicly listed on Nasdaq through a De-SPAC transaction with Thunder Bridge Capital Partners IV, Inc.
TOKYO, May 29, 2024 - Coincheck Group B.V. (“CCG”
or “Coincheck Group”), a consolidated subsidiary of Monex Group, Inc. (headquarters: Tokyo, Japan; Representative Executive
Officer and CEO: Yuko Seimei; the “Company”), which will be a holding company of Coincheck, Inc. (“Coincheck”),
is working closely with Thunder Bridge Capital Partners IV, Inc. (“THCP” or “Thunder Bridge”), a special purpose
acquisition company (“SPAC”) publicly listed on the Nasdaq Global Market (“Nasdaq”), 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 and amended May 31, 2023, among CCG and certain of its affiliates and THCP
(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 28, 2024 (EDT) in connection
with a special meeting of stockholders of THCP that will be held in late June, 2024 (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, 2024 to January 2, 2025 (the “Extension Proposal”).
In light of the above, the parties to the Business
Combination Agreement have agreed to extend the deadline for completing the CCG De-SPAC Transaction by six months until January 2, 2025,
subject to stockholder approval of the Extension Proposal at the THCP Stockholders Meeting.
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 our 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
In connection with the proposed business combination,
the parties will file relevant materials with the SEC, including a registration statement on Form F-4 filed by CCG, which will include
a proxy statement/prospectus of THCP, and other documents regarding the proposed business combination with the SEC. CCG filed a preliminary
proxy statement prospectus on Form F-4 with the SEC on May 7, 2024. THCP’s shareholders and other interested persons are advised
to read the preliminary proxy statement/prospectus and the amendments thereto and, when available, the definitive proxy statement and
documents incorporated by reference therein filed in connection with the proposed business combination, as these materials contain and
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 shareholder 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 shareholders 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.
Contact:
|
Akiko Kato
Corporate Communications Office
Monex Group, Inc.
+81-3-4323-3983 |
Yuki Nakano, Taishi Komori
Investor Relations, Financial Control Department
Monex Group, Inc.
+81-3-4323-8698 |
Participants in the Solicitation
THCP and its directors and executive officers
may be deemed participants in the solicitation of proxies from its shareholders 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 and their respective directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders 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 shareholders,
the failure to achieve the minimum amount of cash available following any redemptions by THCP 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 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.
Contact:
|
Akiko Kato
Corporate Communications Office
Monex Group, Inc.
+81-3-4323-3983 |
Yuki Nakano, Taishi Komori
Investor Relations, Financial Control Department
Monex Group, Inc.
+81-3-4323-8698 |
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.
Contact:
|
Akiko Kato
Corporate Communications Office
Monex Group, Inc.
+81-3-4323-3983 |
Yuki Nakano, Taishi Komori
Investor Relations, Financial Control Department
Monex Group, Inc.
+81-3-4323-8698 |
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