11/27/2024 | Press release | Distributed by Public on 11/27/2024 15:27
Item 8.01 Other Events.
On November 12, 2024, Thunder Bridge Capital Partners IV, Inc., a Delaware corporation ("Thunder Bridge"), mailed to its stockholders a proxy statement/prospectus (as supplemented to date, the "Proxy Statement/Prospectus"), in connection with the proposed business combination among Thunder Bridge, Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("PubCo") (which will be converted into a Dutch public limited liability company (naamloze vennootschap) to be renamed Coincheck Group N.V. immediately prior to the Business Combination), M1 Co G.K., a Japanese limited liability company (godo kaisha) ("M1 GK"), Coincheck Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo ("Merger Sub") and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) ("Coincheck"). PubCo filed the Proxy Statement/Prospectus with the Securities and Exchange Commission (the "SEC") as part of a registration statement on Form F-4 (Registration No. 333-279165), which was declared effective on November 12, 2024 by the SEC.
This Current Report on Form 8-K corrects a typographical error in the Proxy Statement/Prospectus.
The reference to "20%" in the paragraph beginning "Pursuant to Thunder Bridge's current certificate of incorporation…" in the letter to stockholders appearing in the Proxy Statement/Prospectus, is replaced with "15%", such that the paragraph reads as follows:
"Pursuant to Thunder Bridge's current certificate of incorporation, and irrespective of whether a Thunder Bridge stockholder votes for or against the Business Combination Proposal, such holder may demand that Thunder Bridge redeem its Public Shares for cash if the Business Combination is consummated. Thunder Bridge stockholders will be entitled to receive cash for these shares only if, no later than 5:00 p.m. (Eastern Time) on December 3, 2024 (two business days prior to the date of the Stockholders Meeting), they:
(i) | submit a written demand to Thunder Bridge's transfer agent that Thunder Bridge redeem their Public Shares for cash; |
(ii) | certify in such written demand for redemption that they "ARE" or "ARE NOT" seeking to redeem more than an aggregate of 15% of the Public Shares together with their affiliates or any person(s) with whom they are acting in concert or as a "group" (as defined in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act")); and |
(iii) | deliver such Public Shares to Thunder Bridge's transfer agent (physically or electronically)." |
Other than the changes described above, the terms in the Proxy Statement/Prospectus remain as described.
Additional Information and Where to Find It
In connection with the business combination agreement among Coincheck, CCG, Thunder Bridge IV and others with regards to the proposed transaction, the parties filed relevant materials with the U.S. Securities and Exchange Commission ("SEC"), including a registration statement on Form F-4 filed by Coincheck Group B.V., which includes a proxy statement/prospectus of Thunder Bridge IV, and other documents regarding the proposed transaction with the SEC. The Form F-4 was declared effective on November 12, 2024, and the definitive proxy statement/prospectus and other proxy materials were mailed to Thunder Bridge IV's stockholders of record as of the close of business on October 25, 2024. Before making any voting or investment decision, investors and stockholders of Thunder Bridge IV and other interested persons are urged to read the Form F-4, as amended, the definitive proxy statement/prospectus included in the Form F-4, and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials contain important information about Coincheck, Thunder Bridge IV and the proposed business combination. The documents filed by Thunder Bridge IV with the SEC may be obtained free of charge at the SEC's website at www.sec.gov, or by directing a request to Thunder Bridge Capital Partners IV, Inc., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Secretary, (202) 431-0507.
Participants in the Solicitation
Thunder Bridge IV and its directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Thunder Bridge IV will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about Thunder Bridge IV's directors and executive officers and their ownership of Thunder Bridge IV common stock is set forth in Thunder Bridge IV's prospectus, dated June 29, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
CCG, Coincheck and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Thunder Bridge IV in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination is included in the proxy statement/prospectus for the proposed business combination.