425: Coincheck Announces Plans to List on Nasdaq Through De-SPAC Transaction with Thunder Bridge Capital Partners IV

Coincheck Group B.V. plans to go public on Nasdaq through a De-SPAC transaction with Thunder Bridge Capital Partners IV, with Coincheck, Inc. becoming a wholly-owned subsidiary after the listing.

Summary

• Coincheck, Inc.'s parent company, Monex Group, intends to list Coincheck Group B.V. (CCG) on the Nasdaq through a De-SPAC transaction with Thunder Bridge Capital Partners IV.
• After the listing, Coincheck, Inc. will become a wholly-owned subsidiary of CCG.
• CCG and Thunder Bridge have been submitting registration statements on Form F-4 to the SEC confidentially.
• Monex Group and CCG have decided to make the first public filing of the registration statement.
• The registration statement remains subject to review and comment by the SEC, and there is no certainty as to whether the SEC will declare it effective.
• Coincheck operates the Coincheck cryptocurrency trading service, which has achieved the highest number of app downloads in Japan for 5 consecutive years (2019-2023).

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The company is progressing towards a Nasdaq listing, which is a significant milestone. However, the deal is not yet finalized and is subject to SEC review, creating some uncertainty.

Positives

• Coincheck's cryptocurrency trading service has been the most downloaded app in Japan for five consecutive years (2019-2023).
• The De-SPAC transaction provides a pathway for Coincheck Group B.V. to become publicly listed on Nasdaq.

Negatives

• The registration statement is still subject to SEC review, and there is no guarantee of its effectiveness.
• The completion of the De-SPAC transaction is not guaranteed.

Risks

• The SEC may not declare the registration statement effective.
• The De-SPAC transaction may not be completed successfully.
• Forward-looking statements are subject to business, economic, and competitive uncertainties.

Future Outlook

The document contains forward-looking statements regarding Coincheck's future opportunities, estimated future results, and the proposed business combination with Thunder Bridge IV, but these are subject to uncertainties and contingencies.

Management Comments

• Coincheck aims to create better services that allow people to feel the value of new exchanges created by cryptocurrencies and blockchain technologies, through the latest technology and advanced security.

Industry Context

The De-SPAC transaction is a common method for companies, particularly in the technology and cryptocurrency sectors, to go public more quickly than through a traditional IPO. Coincheck's move reflects the ongoing interest in the cryptocurrency market and the desire of companies in this space to access public markets.

Comparison to Industry Standards

• Coincheck's strategy to go public via a De-SPAC transaction mirrors that of other cryptocurrency exchanges and related companies seeking rapid access to public markets, such as Bakkt and Coinbase (through a direct listing).
• Coincheck's claim of being the most downloaded cryptocurrency trading app in Japan for five consecutive years positions it as a market leader in the region, similar to how Binance and Kraken are recognized globally.

Stakeholder Impact

• Shareholders of Thunder Bridge IV will have the opportunity to vote on the proposed business combination.
• Coincheck's employees may benefit from the increased visibility and potential growth opportunities associated with being a publicly listed company.
• Customers of Coincheck may see improvements in services and security as the company gains access to more resources.

Next Steps

• 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.
• Investors and stockholders of Thunder Bridge IV are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available.

Key Dates