425: Thunder Bridge Capital Partners IV Announces Business Combination with Coincheck

Thunder Bridge Capital Partners IV is proceeding with a business combination with Coincheck, a Japanese cryptocurrency exchange, aiming for a public listing in the United States.

Summary

• Thunder Bridge Capital Partners IV is merging with Coincheck, a Japanese cryptocurrency exchange, to facilitate Coincheck's public listing in the U.S.
• The merger involves several entities including Coincheck Group B.V., M1 Co G.K., and Coincheck Merger Sub, Inc.
• An investor presentation has been prepared for the proposed business combination and meetings with investors.
• The Form F-4 registration statement, including a proxy statement/prospectus, was declared effective on November 12, 2024.
• The definitive proxy statement/prospectus is being mailed to Thunder Bridge IV stockholders of record as of October 25, 2024.
• Coincheck has over 2 million accounts and supports 30 different crypto assets.
• Coincheck has $4.9 billion in customer assets and $1.8 billion in LTM Q1 2025 marketplace trading value.
• The company experienced 27% year-over-year revenue growth in FY24 and $30 million in LTM Q1 2025 EBITDA.
• Japan's crypto adoption is relatively low compared to other major economies, presenting a significant growth opportunity.
• Coincheck holds the number one domestic market share for five consecutive years and has 6.51 million downloads.
• The majority of Coincheck's users are in their 30s or younger.
• Transaction revenue accounts for 92.5% of Coincheck's total revenue, with an average spread of 3.42%.

Sentiment

Score: 7

Explanation: The document presents a positive outlook for Coincheck's future, highlighting its strong market position and growth potential. However, it also acknowledges the risks and uncertainties associated with the business combination and the cryptocurrency market. The sentiment is generally optimistic but tempered with caution.

Positives

• Coincheck is the number one domestic market share holder for five consecutive years.
• Coincheck has a large user base of over 2 million accounts.
• The company has a strong track record of growth with 27% year-over-year revenue growth in FY24.
• Coincheck has a significant amount of customer assets, totaling $4.9 billion.
• The company has a strong brand and customer experience.
• The majority of Coincheck's users are in their 30s and younger, indicating a strong appeal to a younger demographic.
• Coincheck has a broad product set and offers a variety of services.

Negatives

• Japan's crypto adoption is relatively low compared to other major economies, which could limit growth potential.
• The company's revenue is heavily reliant on transaction fees, which could be impacted by market volatility.
• The company is subject to regulatory risks and changes in the cryptocurrency market.

Risks

• The business combination may not be completed due to various factors, including failure to obtain shareholder approval or meet Nasdaq listing standards.
• There are risks related to the disruption of management's time from ongoing business operations due to the proposed business combination.
• Changes in the cryptocurrency and digital asset markets could negatively impact Coincheck's business.
• Coincheck may not be able to execute its growth strategies or develop and maintain effective internal controls.
• The company is subject to regulatory risks and changes in the cryptocurrency market.
• There is a risk that Coincheck may not be able to realize the expected benefits from the proposed business combination.

Future Outlook

The document includes forward-looking statements about future financial and operating results, plans, objectives, and expectations, but cautions that actual results may differ materially due to various risks and uncertainties. Coincheck aims to solidify its position as a leading Japanese crypto exchange, expand its product offerings, and capitalize on the growing institutional interest in crypto.

Management Comments

• Coincheck's mission is to increase the accessibility of new forms of investing and commerce for their highly-engaged customer base.
• Management believes there is a massive untapped market opportunity for crypto in Japan.
• Management aims to solidify its position as a leading Japanese crypto exchange and deepen market penetration.
• Management plans to advance the growth of the crypto ecosystem in both Japan and globally with growth in non-transaction-based offerings.
• Management intends to introduce new digital asset-based products and capabilities, such as asset management.
• Management plans to capitalize on longer-term Japanese institution opportunity in crypto by leveraging trusted brand.
• Management will pursue strategically accretive investments and acquisitions in domestic exchange market and emerging crypto / blockchain technologies.

Industry Context

This announcement comes at a time of increased interest in cryptocurrency and digital assets, with a focus on regulatory developments and market growth. The proposed business combination reflects a trend of crypto companies seeking public listings to access capital and expand their reach. The document also highlights the relatively low crypto adoption in Japan compared to other major economies, suggesting a significant growth opportunity for Coincheck.

Comparison to Industry Standards

• Coincheck's 2 million+ accounts is a strong number compared to other Japanese crypto exchanges, but smaller than global leaders like Binance or Coinbase.
• The $4.9 billion in customer assets is a significant figure, but it is important to compare this to the total assets under management of other global exchanges.
• The 27% year-over-year revenue growth is impressive, but it is important to compare this to the growth rates of other crypto exchanges in similar markets.
• The $30 million LTM Q1 2025 EBITDA is a positive sign, but it is important to compare this to the profitability of other crypto exchanges.
• Coincheck's number one domestic market share for five consecutive years is a strong indicator of its competitive position in Japan.
• The 6.51 million downloads is a good indicator of the company's popularity and brand recognition in Japan.

Stakeholder Impact

• Shareholders of Thunder Bridge IV will vote on the proposed business combination.
• Employees of Coincheck may experience changes as a result of the merger.
• Customers of Coincheck will gain access to a publicly listed company.
• The merger could impact suppliers and creditors of both companies.

Next Steps

• The parties will seek shareholder approval for the business combination.
• The parties will work to complete the transactions contemplated by the Business Combination Agreement.
• Coincheck will aim to solidify its position as a leading Japanese crypto exchange and deepen market penetration.
• Coincheck will advance the growth of the crypto ecosystem in both Japan and globally with growth in non-transaction-based offerings.
• Coincheck will introduce new digital asset-based products and capabilities, such as asset management.
• Coincheck will capitalize on longer-term Japanese institution opportunity in crypto by leveraging trusted brand.
• Coincheck will pursue strategically accretive investments and acquisitions in domestic exchange market and emerging crypto / blockchain technologies.

Key Dates

Keywords

Coincheck, Thunder Bridge Capital Partners IV, cryptocurrency, business combination, merger, IPO, digital assets, Japan, crypto exchange, SPAC