Item 1.01 Entry Into a Material Definitive Agreement.
Amendment to Business Combination Agreement
As previously disclosed, 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").
On May 31, 2023, the Company, PubCo, HoldCo, Merger Sub and Coincheck entered
into that Amendment to Business Combination Agreement, extending the Termination
Date (as defined in the Business Combination Agreement) from July 2, 2023 to
July 2, 2024, and providing an additional termination right for the Company and
for Coincheck, if at any time prior to Closing (as defined in the Business
Combination Agreement), the Company's common stock or warrants are delisted on
the Nasdaq Global Market, subject to an available cure period.
Item 7.01. Regulation FD Disclosure.
On May 31, 2023, each of the Company and Coincheck issued a press release
announcing the execution of the Business Combination Agreement. Copies of the
press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively, and are incorporated herein by reference.
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.
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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.
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.
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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; 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.
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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K also shall not constitute
an offer to sell or the solicitation of an offer to buy any securities pursuant
to the proposed Business Combination or otherwise, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offer 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.
No Assurances
There can be no assurance that the proposed Business Combination will be
completed, nor can there be any assurance, if the proposed Business Combination
is completed, that the potential benefits of combining the companies will be
realized.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* Amendment to Business Combination Agreement, dated as of March 31,
2023, by and among Thunder Bridge Capital Partners IV, Inc., Coincheck
Group B.V., M1 Co G.K., Coincheck Merger Sub, Inc., and Coincheck,
Inc.
99.1 Press Release dated May 31, 2023.
99.2 Press Release dated May 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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THUNDER BRIDGE CAPITAL PARTNERS IV INC. 