Coincheck, Inc. Enters Definitive Merger Agreement With Thunder Bridge Capital Partners IV, Inc.; Transaction Value ~$1.25B
- Coincheck is one of the largest multi-cryptocurrency marketplaces and digital asset exchanges in Japan, with approximately 1.5 million verified customers
- Combination with Thunder Bridge Capital Partners IV, Inc. (NASDAQ:THCP) enables Coincheck to further accelerate growth by driving customer acquisition, accelerating innovation in digital asset solutions and providing customers and institutions with deeper access to the global crypto economy
- Combined company is expected to be listed on the Nasdaq Global Select Market under the ticker symbol "CNCK" following an anticipated transaction close in 2H 2022
- Provides $237M in cash held by Thunder Bridge IV in trust to the combined company before expenses, assuming no redemptions
- 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
GREAT FALLS, Va, March 22, 2022 (GLOBE NEWSWIRE) -- Coincheck, Inc. ("Coincheck"), one of the largest multi-cryptocurrency marketplaces and digital asset exchanges in Japan by verified account market share, and Thunder Bridge Capital Partners IV, Inc. ("Thunder Bridge IV") (NASDAQ:THCP), a special purpose acquisition company, today announced they have entered into a definitive agreement for a business combination that would result in the combined entity being a publicly listed holding company, domiciled in the Netherlands, with Coincheck as its wholly-owned subsidiary. Upon closing of the transaction, the resulting holding company will be named Coincheck Group, N.V. and expects to be listed on the Nasdaq Global Select Market under the ticker symbol "CNCK".
Headquartered in Tokyo, Coincheck operates one of the largest multi-cryptocurrency marketplaces and digital asset exchanges in Japan and is regulated by Japan's Financial Services Agency ("FSA"). Coincheck is a leader in the Japanese cryptocurrency industry, operating a platform with the largest number and most diverse array of coins in Japan. Coincheck is increasing Japanese customers' access to innovative digital products and solutions beyond cryptocurrencies, and seeks to unlock the ability for Japanese customers and institutions to transact and to establish a presence in this rapidly-growing market. Coincheck is uniquely positioned to benefit from increasing cryptocurrency adoption within the world's third largest economy.
Coincheck is focused on continuing to build new products and services to ensure that Japanese customers and institutions have broad access to the innovations of the large and growing crypto economy. This includes launching and operating the largest NFT marketplace in Japan. In addition, Coincheck launched Japan's first Initial Exchange Offering ("IEO") in 2021, which enables blockchain assets to list on a cryptocurrency exchange, allowing customers to safely and securely participate in these projects. With its growing customer base of approximately 1.5 million verified customers, Coincheck is uniquely positioned to enable payments and other capabilities through its proprietary digital wallet, such as the ability for customers to pay for utility services (Coincheck Gas and Coincheck Electric).
"The Thunder Bridge team is well known for its deep knowledge and experience working in the financial services industry, as well as investing in fintech and other highly disruptive technologies. Thunder Bridge firmly believes that blockchain technology and digital assets will be a driving force in changing the financial services industry globally. While this disruption is still in its early stages, we believe it is happening at a pace and to a degree that it is real, here and now. This evolution will require a steady and thoughtful approach that is rapidly accelerating with suitable compliance programs. This is where we excel. We have patiently looked for the right entry point to allocate our focus, talents, and financial resources to become global leaders in this evolution. Coincheck is exactly what we were looking for amid a global playing field," said Gary Simanson, President and CEO of Thunder Bridge IV.
"I have a deep respect for Oki Matsumoto and the Coincheck team for what they have achieved to date. Oki has always been a thought leader and at the forefront of the financial services industry, including founding Monex Group as one of the first digital brokerage firms in Japan and taking it public on the Tokyo Stock Exchange, growing it organically and through global acquisitions, as well as acquiring Coincheck in 2018 and overseeing its efforts to become one of the first licensed and regulated crypto exchanges in Japan. We are excited to partner with Monex to bring Coincheck into the U.S. public markets to facilitate its next stage of growth, and to further unlock the crypto economy for customers and institutions in Japan. We are also excited to work with Oki and his team to build a global digital platform under the Coincheck brand. This business combination and holding company structure makes it all possible," said Mr. Simanson.
"We at Monex have always pursued new opportunities and global expansion. As the digital economic sphere becomes ever-flatter worldwide, it is an inevitable goal for us to develop the origination and exchange of digital assets. To that end, I am excited and fully committed to working with Thunder Bridge IV and Gary and his team, who bring extensive experience in financial services M&A and deep knowledge and experience in global capital markets, to create a new global Coincheck Group, with Coincheck as the cornerstone. Gary continues to inspire me and I am sure we will have a great partnership with him and his team," said Oki Matsumoto, CEO of Monex Group, and Executive Director of Coincheck.
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 and Monex have demonstrated a track record of deep collaboration with Japanese regulatory bodies and have worked closely in developing digital asset products and solutions for the Japanese economy. Coincheck will be headquartered in the Netherlands with offices in Tokyo, Japan, and New York City, New York.
Transaction Overview
The proposed transaction represents a transaction value of approximately $1.25 billion (125 million shares). Additionally, existing Coincheck shareholders may receive earn-out consideration equal to a maximum of 50 million shares upon certain "triggering events" that are based on Coincheck Group, N.V.'s future stock price. Upon closing, the combined company will receive $237 million in cash held in trust by Thunder Bridge IV, assuming no redemptions by THCP shareholders and before expenses. The boards of directors of Coincheck, Monex, and Thunder Bridge IV have unanimously approved the proposed business combination, which is expected to be completed in 2H 2022, subject to, among other things, the approval by Thunder Bridge IV's shareholders, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the "SEC"), the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company.
Additional information about the proposed transaction, including a copy of the business combination agreement, this press release, and an investor presentation, will be provided in a Current Report on Form 8-K to be filed by Thunder Bridge IV with the SEC and available at www.sec.gov. More information about the proposed transaction will also be described in Thunder Bridge IV's proxy statement/prospectus relating to the business combination, which it will file with the SEC.