425: Coincheck De-SPAC Transaction Deadline Extended to January 2025 Amid SEC Review

Coincheck Group B.V. and Thunder Bridge Capital Partners IV, Inc. have agreed to extend the deadline for their De-SPAC transaction to January 2, 2025, pending stockholder approval, due to a prolonged SEC registration review process.

Summary

• Coincheck Group B.V. (CCG), a subsidiary of Monex Group, Inc., is working to become publicly listed on Nasdaq through a De-SPAC transaction with Thunder Bridge Capital Partners IV, Inc. (THCP).
• The original Business Combination Agreement was dated March 22, 2022, and amended May 31, 2023.
• Due to a prolonged review by the U.S. Securities and Exchange Commission (SEC), THCP has filed a proxy statement for a special meeting to extend the deadline for completing the De-SPAC transaction.
• The extension proposal aims to move the deadline from July 2, 2024, to January 2, 2025.
• The parties have agreed to extend the deadline for completing the CCG De-SPAC Transaction by six months until January 2, 2025, subject to stockholder approval.
• CCG believes that listing on Nasdaq will provide exposure to international investors and facilitate talent recruitment and global acquisitions.
• THCP shareholders will vote on the extension proposal at a meeting in late June 2024.
• 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.
• 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.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the company expresses optimism about the future benefits of the Nasdaq listing, the delay due to SEC review introduces uncertainty and potential risks.

Positives

• Listing on Nasdaq is expected to enhance Coincheck's access to international investors.
• The listing is expected to facilitate talent recruitment and global acquisitions.
• Coincheck intends to continue its efforts toward completing the CCG De-SPAC Transaction in accordance with the Business Combination Agreement.

Negatives

• The De-SPAC transaction is delayed due to a prolonged SEC review process.
• The extension of the deadline introduces uncertainty and potential for further delays.

Risks

• The inability to meet the closing conditions to the business combination could lead to termination of the agreement.
• Failure to obtain THCP shareholder approval or meet Nasdaq listing standards could prevent the transaction from completing.
• Redemptions by THCP shareholders exceeding a maximum threshold could impact the available cash.
• Changes in the cryptocurrency and digital asset markets could negatively impact Coincheck's business.
• The inability to execute growth strategies or develop effective internal controls poses a risk to Coincheck's future performance.

Future Outlook

Coincheck intends to continue its efforts toward completing the CCG De-SPAC Transaction in accordance with the Business Combination Agreement, with the goal of listing on Nasdaq to gain exposure to international investors and facilitate global expansion.

Management Comments

• 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.

Industry Context

The De-SPAC market has faced increased scrutiny from the SEC, leading to longer review times and deal delays. This announcement reflects a common challenge in the current environment, where companies are navigating regulatory hurdles to complete their public listings.

Comparison to Industry Standards

• De-SPAC transactions in the cryptocurrency industry have faced increased regulatory scrutiny, mirroring the experience of Coincheck and THCP.
• Compared to other De-SPAC deals, the extension of the deadline highlights the challenges in obtaining SEC approval in a timely manner.
• Other cryptocurrency exchanges such as Coinbase and Kraken have pursued different paths to public listing, such as direct listings or traditional IPOs, avoiding the De-SPAC route.

Stakeholder Impact

• Shareholders of THCP will need to vote on the extension proposal, impacting the timeline and potential returns of their investment.
• Employees of Coincheck may experience uncertainty due to the delay in the public listing process.
• The delay could impact Coincheck's ability to attract talent and make global acquisitions in the short term.

Next Steps

• THCP shareholders will vote on the extension proposal at a special meeting in late June 2024.
• The parties will file relevant materials with the SEC, including a registration statement on Form F-4 filed by CCG.
• 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.

Key Dates