Coincheck, Inc. entered into an agreement to acquire Thunder Bridge Capital Partners IV Inc. (NasdaqGM:THCP) from TBCP IV, LLC and others for $1.7 billion in a reverse merger transaction on March 22, 2022. Upon the consummation of the transaction, Coincheck shareholders will collectively hold 122,587,616 shares of the combined company. Additionally, existing Coincheck shareholders may receive earn-out consideration equal to a maximum of 50 million shares.

Coincheck's parent, Monex Group, Inc., owns 94.2% of Coincheck today and will retain all of its equity at closing; pro forma ownership of approximately 82% of the combined company excluding earn-outs or warrants. Upon the closing of the transaction, the combined holding company will be led by Oki Matsumoto, as Executive Chairman, and Gary Simanson as Chief Executive Officer. Coincheck will continue to operate and be led by its current Japan-based management team, including Coincheck President Satoshi Hasuo.

Coincheck will be headquartered in the Netherlands with offices in Tokyo, Japan, and New York City, New York. Combined company is expected to be listed on the Nasdaq Global Select Market under the ticker symbol “CNCK”. The transaction is subject to approval by the Thunder Bridge's and Coincheck's stockholders, regulatory approvals, effectiveness of a registration statement, approval for listing on Nasdaq of the PubCo Ordinary Shares to be issued in the Business Combination, Company has at least $5,000,001 of net tangible assets, applicable waiting period(s) under FEFTA in respect of the Transaction shall have expired or been terminated, execution Lock-up Agreements and other customary closing conditions.

The transaction has been unanimously approved by board of directors of both Thunder Bridge and Coincheck. In connection with the transaction, company has entered into sponsor support agreement and Monex Support Agreement pursuant to which sponsors and Monex have agreed to vote in favor of the transaction. The transaction is expected to be completed in 2H 2022.

Alan Cannon and Patrick Naughton of Simpson Thacher & Bartlett LLP, Anderson Mori & Tomotsune, and De Brauw Blackstone Westbroek N.V. acted as legal advisors to Coincheck and Monex Group. Jon Talcott and Peter Strand of Nelson Mullins Riley & Scarborough LLP, Mori Hamada & Matsumoto, Littler Mendelson P.C. and Allen & Overy LLP acted as legal advisors to Thunder Bridge. Goldman Sachs & Co.

LLC and Galaxy Digital Partners LLC are acting as financial advisor to Thunder Bridge. J.P. Morgan Securities LLC acted as financial advisor to Monex Group.