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.
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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.
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Sponsor Support Agreement
In connection with the Company's entrance into the Business Combination
. . .
Item 7.01. Regulation FD Disclosure.
On March 22, 2022, the Company issued a press release announcing the execution
of the Business Combination Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Attached as Exhibit 99.2 hereto and incorporated by reference herein is the
investor presentation, dated March 2022 (the "Investor Presentation"), which
will be used by the Company and Coincheck with respect to the Business
Combination.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Exchange Act, or otherwise subject to liabilities under that section, and shall
not be deemed to be incorporated by reference into the filings of the Company
under the Securities Act or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information of the
information in this Item 7.01, including Exhibits 99.1 and 99.2.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company intends to file
relevant materials with the Securities and Exchange Commission, including a
registration statement on Form F-4 to be filed by PubCo with the SEC, which will
include a proxy statement/prospectus of the Company, and will file other
documents regarding the proposed transaction with the SEC. The Company's
stockholders 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 Coincheck, the Company and the proposed
business combination. Promptly after the Form F-4 is declared effective by the
SEC, the Company will mail the definitive proxy statement/prospectus and a proxy
card to each stockholder 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 the Company 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 the
Company 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.
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Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from its stockholders with respect to the
business combination. A list of the names of those directors and executive
officers and a description of their interests in the Company will be included in
the proxy statement/prospectus for the proposed business combination when
available at www.sec.gov. Information about the Company's directors and
executive officers and their ownership of Company common stock is set forth in
the Company 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.
Coincheck, the Company and their respective directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the
stockholders of the Company 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 Current Report on Form 8-K contains, and certain oral statements made by
representatives of the Company and Coincheck and their respective affiliates
from time to time may contain, a number of 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 Coincheck and the Company,
Coincheck's estimated future results and the proposed business combination
between the Company 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 the Company'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 the Company's
stockholders, the failure to achieve the minimum amount of cash available
following any redemptions by the Company stockholders, 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 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; 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 the Company'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 the
Company's other filings with the SEC. The Company and Coincheck caution that the
foregoing list of factors is not exclusive.
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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 the Company and Coincheck or the date of such information in
the case of information from persons other than the Company 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.
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* Business Combination Agreement, dated as of March 22, 2022, by and
among Thunder Bridge Capital Partners IV, Inc., Coincheck Group B.V., M1
Co G.K., Coincheck Merger Sub, Inc., and Coincheck, Inc.
10.1 Sponsor Support Agreement dated as of March 22, 2022, by and among
TBCP IV, LLC, Gary A. Simanson, Thunder Bridge Capital Partners IV,
Inc., Coincheck Group B.V., Coincheck, Inc., and Monex Group, Inc.
10.2 Company Support Agreement, dated as of March 22, 2022, by and among
Thunder Bridge Capital Partners IV, Inc., Monex Group, Inc., and
Coincheck Group B.V.
10.3 Form of Lock-Up Agreement, dated as of March 22, 2022, by Coincheck
Group B.V., Coincheck, Inc., and the individual named therein.
10.4 Form of Registration Rights Agreement.
99.1 Press Release dated March 22, 2022.
99.2 Investor Presentation, dated March 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon
its request.
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