Coincheck enters merger agreement with Thunder Bridge Capital Partners IV, Inc
Cryptocurrency marketplace and exchange Coincheck, Inc, a subsidiary of Monex Group, and Thunder Bridge Capital Partners IV, Inc, a special purpose acquisition company (SPAC), today announced they have entered into a definitive agreement for a business combination that would result in the combined entity being a publicly listed holding company, domiciled in the Netherlands, with Coincheck as its wholly-owned subsidiary.
Upon closing of the transaction, the resulting holding company will be named Coincheck Group, N.V. and expects to be listed on the Nasdaq Global Select Market under the ticker symbol “CNCK”.
Headquartered in Tokyo, Coincheck operates one of the largest multi-cryptocurrency marketplaces and digital asset exchanges in Japan and is regulated by Japan’s Financial Services Agency (FSA).
“We at Monex have always pursued new opportunities and global expansion. As the digital economic sphere becomes ever-flatter worldwide, it is an inevitable goal for us to develop the origination and exchange of digital assets.
To that end, I am excited and fully committed to working with Thunder Bridge IV and Gary and his team, who bring extensive experience in financial services M&A and deep knowledge and experience in global capital markets, to create a new global Coincheck Group, with Coincheck as the cornerstone. Gary continues to inspire me and I am sure we will have a great partnership with him and his team,” said Oki Matsumoto, CEO of Monex Group, and Executive Director of Coincheck.
Upon the closing of the transaction, the combined holding company will be led by Oki Matsumoto, as Executive Chairman, and Gary Simanson as Chief Executive Officer. Coincheck will continue to operate and be led by its current Japan-based management team, including Coincheck President Satoshi Hasuo.
The proposed transaction represents a transaction value of approximately $1.25 billion (125 million shares). Additionally, existing Coincheck shareholders may receive earn-out consideration equal to a maximum of 50 million shares upon certain “triggering events” that are based on Coincheck Group, N.V.’s future stock price.
Upon closing, the combined company will receive $237 million in cash held in trust by Thunder Bridge IV, assuming no redemptions by THCP shareholders and before expenses.
The boards of directors of Coincheck, Monex, and Thunder Bridge IV have unanimously approved the proposed business combination, which is expected to be completed in 2H 2022, subject to, among other things, the approval by Thunder Bridge IV’s shareholders, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (SEC), the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company.