Coincheck (CNCK) F-4Registration of securities (foreign)

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that might be important to you. To better understand the Business Combination and the proposals to be considered at the Stockholders Meeting, you should read this proxy statement/prospectus carefully and in its entirety, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Thunder Bridge

Thunder Bridge Capital Partners IV, Inc. (“Thunder Bridge”) is a blank check company incorporated in Delaware on January 7, 2021. Thunder Bridge was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. In January 2021, Thunder Bridge issued an aggregate of 6,468,750 shares of Class B common stock (the “Founder Shares”) to TBCP IV, LLC (the “Sponsor”) for an aggregate purchase price of $25,000, or approximately $0.004 per share. In connection with the partial exercise of the over-allotment option and the expiration of the over-allotment option on August 9, 2021, 555,554 shares of Class B common stock were forfeited for no consideration. On June 29, 2023, the 5,913,195 shares of Class B common stock held by the Sponsor were converted into 5,913,195 shares of Class A common stock. The Founder Shares had an aggregate market value of approximately $[•] million, based on the last sale price of $[•] per share on Nasdaq on [•], 2024.

On July 2, 2021, Thunder Bridge consummated its IPO of 22,500,000 units. Each unit consists of one share of Class A common stock and one fifth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds of $225,000,000. Simultaneously with the closing of its IPO, Thunder Bridge consummated the sale of 625,000 private placement units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $6,250,000. Such units had an aggregate market value of approximately $[•] million based on the last sale price of $[•] per unit on Nasdaq on [•], 2024.

On August 9, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 1,152,784 Units (“Over-Allotment Units”). The Over-Allotment Units were sold at a price of $10.00 per unit, generating gross proceeds of $11,527,840. Simultaneously with the closing of the over-allotment, Thunder Bridge sold an additional 23,550 Private Placement Units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $230,550. Such units had an aggregate market value of approximately $[•] million based on the last sale price of $[•] per unit on Nasdaq on [•], 2024.

Following the closing of Thunder Bridge’s IPO on July 2, 2021, an amount of $225,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the IPO and the Private Placement Units were placed in the Trust Account and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of December 31, 2023, Thunder Bridge had approximately $37.3 million held in the Trust Account.

On June 21, 2023, Thunder Bridge’s shareholders voted to amend the Thunder Bridge Charter to extend the date on which Thunder Bridge is required to liquidate from July 2, 2023 to July 2, 2024, and to permit the conversion of the Thunder Bridge Class B common stock into shares of Class A common stock. In connection with the vote to amend the Thunder Bridge Charter, the holders of 20,135,697 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.28 per share, for an aggregate redemption amount of approximately $207.1 million.

Thunder Bridge’s principal executive offices are located at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 and its phone number is (202) 431-0507.

Merger Sub

Coincheck Merger Sub, Inc. (“Merger Sub”) is a wholly-owned subsidiary of Coincheck Group, B.V. formed solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of Delaware as a corporation in February 2022. Merger Sub owns no material assets and does not operate any business. The mailing address of Merger Sub’s registered agent is Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building #104, Wilmington, Delaware 19810. After the consummation of the Business Combination, Merger Sub will cease to exist as a separate legal entity.

Coincheck

Coincheck, Inc. (“Coincheck”) was incorporated under the laws of Japan in 2012 as ResuPress K.K. and subsequently changed its corporate name to Coincheck, Inc. in 2017. Since April 2018, Coincheck has been a consolidated subsidiary of Monex. Monex is a holding company for diverse regulated financial businesses and is listed on the Prime Market of the Tokyo Stock Exchange. As a public company, Monex reports its annual and quarterly financial results as required by the Financial Instruments and Exchange Act (“FIEA”) in Japan, and had a market capitalization of ¥144 billion as of September 30, 2023 and total assets on a consolidated basis of ¥1,574.3 billion, compared to Coincheck’s total assets of ¥365.5 billion, as of September 30, 2023.

Coincheck is a leading company in the Japanese crypto exchange industry, operating cryptocurrency exchanges in Japan. Since the launch of our crypto asset exchange service “Coincheck” in 2014, we have provided our customers with the opportunity to become familiar with the “new value exchange” that we believe will be created by crypto assets and blockchain by offering a service that is easy to use for anyone, regardless of financial or IT literacy.

During the two years ended March 31, 2022, over 90% of Coincheck’s total revenue was derived from transaction revenue from transactions on Coincheck’s Marketplace platform business. Coincheck’s total revenue increased over the two-year period, although total revenue subsequently declined sharply in the fiscal year ended March 31, 2023 due to declines in the value of Bitcoin and other crypto assets traded on the Marketplace platform contributing to declines in total trading volume. However, transaction revenue from transactions on Coincheck’s Marketplace platform business still accounted for over 90% of Coincheck’s total revenue in the year ended March 31, 2023 and in the six months ended September 30, 2023. In addition, Coincheck provides custody services to its customers for their crypto assets. As of March 31, 2022, March 31, 2023 and September 30, 2023, Coincheck recognized ¥429,264 million, ¥288,639 million and ¥296,999 million, respectively, of safeguard liabilities on its consolidated statement of financial position with respect to such custody obligations, which corresponds to the amount of crypto assets deposited by customers excluding any crypto assets lent to Coincheck.

Coincheck is registered as a crypto asset exchange service provider with the Financial Services Agency of Japan (“JFSA”) under Japan’s Payment Services Act. Such registration makes Coincheck subject to the ongoing regulation and supervision of the JFSA with respect to exchange services for crypto assets but does not authorize Coincheck to offer trading in securities under the FIEA. Coincheck also conducts its operations subject to the rules of the Japan Virtual and Crypto assets Exchange Association (“JVCEA”), an industry self-regulatory organization. Those rules set forth the process for determining which digital assets will be considered “crypto assets” eligible to be traded on a crypto asset exchange.

The crypto exchange industry, in Japan and globally, is characterized by a rapid pace of change, volatility in the value of crypto assets, and an evolving regulatory environment. Marketplaces for NFTs, which Coincheck also operates, are also subject to an uncertain and evolving regulatory environment. NFTs are currently not regulated as “crypto assets” under Japan’s Payment Services Act, and it is uncertain how the legal and regulatory framework around NFTs will develop and how such developments will impact the Coincheck NFT Marketplace. The value of Bitcoin and many other crypto assets decreased significantly during 2022, including declines seen in November 2022 following the Chapter 11 bankruptcy filing of FTX Trading Ltd. (“FTX”), a Bahamas-based cryptocurrency exchange, and allegations of fraud and mismanagement of funds against its founder and former CEO. On June 5, 2023, the SEC filed a civil complaint in the U.S. District Court for the District of Columbia against Binance and other related entities, as well as Changpeng Zhao, Binance’s co-founder and CEO. The complaint consists of thirteen charges, including misleading investors and operating as an unregistered securities exchange, broker and clearing agency in violation of U.S. securities laws. Furthermore, on June 6, 2023, the SEC filed a complaint in the U.S. District Court for the Southern District of New York against Coinbase for operating as an unregistered securities exchange, broker and clearing agency, and for the unregistered offer and sale of securities in connection with its staking-as-a-service program. On November 2, 2023, Sam Bankman-Fried, the founder of FTX, was found guilty of all seven criminal counts of fraud against him, and on November 21, 2023, Binance and Changpeng Zhao, the co-founder and CEO of Binance, pled guilty to federal criminal charges that Binance violated and caused a financial institution to violate the Bank Secrecy Act, with Binance entering into a $4.3 billion settlement with the U.S. Justice Department in addition to the confiscation of certain assets and Changpeng Zhao stepping down as CEO and accepting an individual fine of $50 million. These events have created heightened uncertainty about the markets for crypto assets and calls for strengthened global regulation. In evaluating Coincheck, you should carefully consider the risks relating to its business, including regulatory and compliance risks, disclosed under “Risk Factors — Risks Relating to Coincheck’s Business and Industry,” in addition to the other information disclosed in this proxy statement/prospectus.

The mailing address of Coincheck’s principal executive offices is E-Space Tower 10F, 3-6 Maruyama-cho, Shibuya-ku, Tokyo 150-0044, Japan, and its telephone number is +813-6450-6787.

Coincheck Group B.V.

Coincheck Group B.V. (“PubCo”) was incorporated by Monex Group, Inc. under the laws of the Netherlands as a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) in February 2022 for the purpose of effectuating the Business Combination described herein and becoming the parent company of the combined business following the consummation of the Business Combination. After giving effect to the Share Exchange, PubCo will change its legal form to a Dutch public limited liability company (naamloze vennootschap) and be renamed Coincheck Group N.V.

PubCo was incorporated with an aggregate share capital of one (1) share of par value EUR 0.01, which share is issued and outstanding with Monex as of the date of this proxy statement/prospectus. For descriptions of PubCo’s securities, please see the section titled “Description of the Post-Combination Company’s Securities.”

The mailing address of PubCo’s registered office is Hoogoorddreef 15, 1101 BA, Amsterdam, Netherlands and its telephone number is +31 20-522-2555.

The Proposals to be Submitted at the Stockholders Meeting

Proposal No. 1 The Business Combination Proposal

Thunder Bridge is proposing that its stockholders approve and adopt the BCA (the “Business Combination Proposal”), pursuant to which, and subject to the satisfaction or waiver of the conditions to the Closing therein, (1) PubCo will issue ordinary shares to M1 GK and, pursuant to the Share Exchange, M1 GK, at that time a wholly-owned subsidiary of PubCo, will exchange all of its ordinary shares of PubCo for all of the outstanding common shares of Coincheck, resulting in Coincheck becoming a direct wholly-owned subsidiary of M1 GK and an indirect wholly-owned subsidiary of PubCo. After giving effect to the Share Exchange, PubCo will change its legal form from a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to a Dutch public limited liability company (naamloze vennootschap); (2) Merger Sub will merge with and into Thunder Bridge on the Closing Date, with Thunder Bridge continuing as the surviving corporation; (3) as a result of the Merger, each outstanding Public Share, for the avoidance of doubt, not including any Sponsor Shares as described below, will be exchanged for one PubCo Ordinary Share; (4) as a result of the Merger, each Sponsor Share will be exchanged for one PubCo Ordinary Share; and (5) as a result of the Merger, each outstanding Private Warrant and each outstanding Public Warrant will become a PubCo Warrant exercisable for the number of PubCo Ordinary Shares that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination.

Business Combination Agreement

In connection with the completion of the Business Combination, the Coincheck Shareholders will collectively receive as consideration for their existing equity interests in Coincheck:

(i)     125 million PubCo Ordinary Shares; and

(ii)    the contingent right to receive up to 50 million PubCo Ordinary Shares, subject to the satisfaction of certain stock-price based performance thresholds, (a) 25 million of which will be issued prior to the Closing and held in escrow and subject to forfeiture, and (b) 25 million of which will be newly issued by PubCo upon satisfaction of such stock-price based performance thresholds.

The obligations of the parties to the BCA to effect the Closing are subject to a number of closing conditions, including, among others:

With respect to the obligations of all of the parties to the BCA:

a)      The applicable waiting period(s) under the FEFTA in respect of the Business Combination (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of a governmental authority) will have expired or been terminated, and no governmental authority having the power to regulate Coincheck shall have opposed, and failed to withdraw its opposition to, the Business Combination;

b)      There will not be in force any governmental order enjoining or prohibiting the consummation of the Business Combination;

c)      Thunder Bridge will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);

d)      Necessary approvals will have been duly obtained by: (i) Thunder Bridge in accordance with the Delaware General Corporation Law (“DGCL”), the Thunder Bridge organizational documents and the rules and regulations of Nasdaq; (ii) PubCo in accordance with applicable laws and PubCo’s governing documents; and (iii) Merger Sub in accordance with the DGCL and Merger Sub’s governing documents;

e)      The registration statement on Form F-4 filed with the SEC by PubCo will have become effective under the Securities Act and no stop order suspending the effectiveness of the registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;

f)      The PubCo Ordinary Shares to be issued in connection with the Business Combination will have been approved for listing on Nasdaq; and

g)      The PubCo Reorganization will have been consummated.

With respect to the obligations of Thunder Bridge:

a)      Certain representations of PubCo contained in the BCA (including representations and warranties of PubCo with respect to its corporate organization and due authorization to enter into the BCA and consummate the Business Combination) will be true and correct (without giving any effect to materiality or “Material Adverse Effect” qualifiers) in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will have been true and correct in all material respects at and as of such date;

b)      The representations and warranties of PubCo with respect to PubCo’s and its subsidiaries’ current capitalization and of Coincheck with respect to Coincheck’s current capitalization and absence of changes since the last balance sheet date will be true and correct in all respects of the Closing Date. Other representations and warranties of Coincheck contained in the BCA will be true and correct (without giving effect to materiality or “Material Adverse Effect” qualifiers) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will have been true and correct at and as of such date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to imminently result in, a “Material Adverse Effect” as defined in the BCA;

c)      The covenants and agreements of Coincheck to be performed as of or prior to the Closing will have been performed in all material respects;

d)      Coincheck will have delivered to Thunder Bridge a certificate signed by an officer of Coincheck, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in the foregoing clauses (a) through (c) have been fulfilled; and

e)      Thunder Bridge will have received a duly executed Lock-up Agreement from each Coincheck Shareholder other than Monex.

With respect to the obligations of Coincheck, among others:

a)      Certain representations of Thunder Bridge contained in the BCA (including representations and warranties of Thunder Bridge with respect to its corporate organization and authorization to enter into the BCA and consummate the Business Combination) will be true and correct (without giving any effect to materiality or material adverse effect qualifiers) in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties expressly related to an earlier date, which representations and warranties will have been true and correct in all material respects at and as of such date;

b)      Representations and warranties of Thunder Bridge with respect to its business activities and capitalization will be true and correct in all respects as of the Closing Date;

c)      Each of the other representations and warranties of Thunder Bridge contained in the BCA (without giving any effect to materiality or material adverse effect qualifiers) will be true and correct, in each case as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct at and as of such date, except for, in each case, any failure to be so true and correct that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Thunder Bridge;

d)      The covenants of Thunder Bridge to be performed as of or prior to the Closing will have been performed in all material respects;

e)      The available cash of Thunder Bridge at Closing will not be less than $100,000,000; and

f)      Thunder Bridge will have delivered to Coincheck a certificate signed by an officer of Thunder Bridge, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in the foregoing clauses (a) through (e) have been fulfilled.

Organizational Structure prior to the Business Combination

The diagram below depicts a simplified version of the organizational structures of Thunder Bridge and Coincheck prior to the Business Combination:

Intermediate Organizational Structure showing Business Combination

The diagram below shows the reorganization steps and share exchanges involved in the Business Combination:

Organizational Structure following the Business Combination

The diagram below depicts a simplified version of the organizational structure of PubCo after giving effect to the Business Combination (assuming no redemption by Public Stockholders):

Other Agreements Relating to the Business Combination

Sponsor Support Agreement

In connection with Thunder Bridge’s entrance into the BCA, Thunder Bridge also entered into the Sponsor Support Agreement with the Sponsor, Gary A. Simanson (as managing member of the Sponsor), PubCo, Coincheck and Monex, in the form attached to this proxy statement/prospectus as Annex D, pursuant to which, among other things, the Sponsor agreed to vote any of the shares of Company Common Stock held by it in favor of the Business Combination, not to redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination, and to waive certain anti-dilution rights of the Founders Shares.

In addition, the Sponsor agreed not to transfer any of its PubCo Ordinary Shares for a period of 365 days, subject to early release as follows: (i) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $15.00 per share for 20 out of any 30 consecutive trading days; (ii) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $17.50 per share for 20 out of any 30 consecutive trading days; and (iii) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $20.00 per share for 20 out of any 30 consecutive trading days.

For more information on the Sponsor Support Agreement, please see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Monex Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, Thunder Bridge, PubCo and Monex entered into the Monex Support Agreement, in the form attached to this proxy statement/prospectus as Annex E, pursuant to which, among other things, Monex (in its capacity as the sole shareholder of PubCo) agreed

to (i) vote in favor of the PubCo Restructuring and PubCo Reorganization, in each case as contemplated by the Business Combination Agreement and the Transactions, (ii) deliver a duly executed copy of the Registration Rights Agreement on the Closing Date, and (iii) the lock-up restrictions in the Monex Support Agreement. In addition, PubCo (in its capacity as the sole shareholder of Merger Sub) agreed to deliver a written consent approving the Business Combination Agreement and the transactions contemplated thereby.

In addition, Monex agreed not to transfer any of its PubCo Ordinary Shares for a period of 365 days after the Closing, subject to early release as follows: (i) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $15.00 per share for 20 out of any 30 consecutive trading days; (ii) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $17.50 per share for 20 out of any 30 consecutive trading days; and (iii) one-third of its PubCo Ordinary Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $20.00 per share for 20 out of any 30 consecutive trading days.

For more information on the Monex Support Agreement, please see the section entitled “Certain Agreements Related to the Business Combination — Monex Support Agreement.”

Lock-Up Agreements

In connection with Thunder Bridge’s entry into the BCA, Coincheck Shareholders (other than Monex) entered into lock-up agreements (the “Lock-Up Agreements” and each, a “Lock-Up Agreement”) with respect to their ordinary shares of Coincheck and PubCo Ordinary Shares (the “Lock-Up Shares”), in the form attached to this proxy statement/prospectus as Annex G, pursuant to which, each such Coincheck Shareholders agreed not to transfer any Lock-Up Shares for a period of 365 days after the Closing, subject to early release as follows: (i) one-third of its Lock-Up Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $15.00 per share for 20 out of any 30 consecutive trading days; (ii) one-third of its Lock-Up Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $17.50 per share for 20 out of any 30 consecutive trading days; and (iii) one-third of its Lock-Up Shares following the Closing, if the last reported sale price of PubCo Ordinary Shares exceeds $20.00 per share for 20 out of any 30 consecutive trading days.

For more information on the Lock-Up Agreements, please see the section entitled “Certain Agreements Related to the Business Combination — Lock-Up Agreements.”

Registration Rights Agreement

At the Closing, PubCo, the Sponsor, Monex and certain persons will enter into a registration rights agreement, in the form attached to this proxy statement/prospectus as Annex F, providing for the right to three demand registrations for Sponsor, unlimited demand registrations for Monex and unlimited piggy-back registrations with respect to the PubCo Ordinary Shares held by Monex or by the Sponsor and its permitted successors and assigns.

For more information on the Registration Rights Agreement, please see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights Agreement.”

Proposal No. 2 The Advisory Governance Proposals

Thunder Bridge is proposing that its stockholders approve and adopt, on a non-binding advisory basis, certain differences between Thunder Bridge’s current Certificate of Incorporation and Bylaws (the “existing charter”) and the proposed governance documents of PubCo, which are being presented separately in accordance with the requirements of the SEC as six Advisory Governance Proposals. By presenting these proposals separately, we intend to provide stockholders a means to communicate their separate views on important governance provisions to the board of directors:

(A)    Advisory Governance Proposal A — provides that there are no quorum requirements unless otherwise provided by Dutch law.

(B)    Advisory Governance Proposal B — provides that any action permitted to be taken by the shareholders of PubCo must be effected by a duly called annual or special meeting of shareholders and may not be effected by written consent of the shareholders.

(C)    Advisory Governance Proposal C — provides that any and all of the directors may be removed at any time by a resolution of the general meeting adopted with a simple majority of votes cast.

(D)    Advisory Governance Proposal D — provides that PubCo’s articles of association may only be amended by resolution of the general meeting, adopted at the proposal of the board of directors.

(E)    Advisory Governance Proposal E — provides that at any general meeting, only such matters as specified in the agenda for the general meeting or as otherwise announced in a similar manner, with due observance of the statutory term of convocation, can be validly resolved upon, unless the resolution concerned is adopted unanimously in a meeting where PubCo’s entire issued share capital is represented.

(F)    Advisory Governance Proposal F — provides for a one-tier board of directors, comprised of executive directors and non-executive directors.

Proposal No. 3 The Omnibus Incentive Plan Proposal

Thunder Bridge is proposing that its stockholders consider and vote upon a proposal to approve the Omnibus Incentive Plan to be effective after the closing of the Business Combination. We refer to this proposal as the “Omnibus Incentive Plan Proposal.” A summary of the Omnibus Incentive Plan is set forth in the section entitled “Proposal No. 3 — The Omnibus Incentive Plan Proposal” and a copy of the Omnibus Incentive Plan is attached to this proxy statement/prospectus as Annex C.

Proposal No. 4 The Stockholder Adjournment Proposal

Thunder Bridge is proposing that its shareholders consider and vote on a proposal to allow the Thunder Bridge Board to adjourn the Stockholders Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge that more time is necessary or appropriate to approve one or more Stockholder Proposals at the Stockholders Meeting (the “Stockholder Adjournment Proposal”). A summary of the Stockholder Adjournment Proposal is set forth in the section entitled “Proposal No. 4 — The Stockholder Adjournment Proposal” of this proxy statement/prospectus.

The Stockholders Meeting

Date, Time and Place of Stockholders Meeting

The Stockholders Meeting will be held at [•] at [•] a.m. Eastern Time, on [•], 2024, or at such other date, time and place to which such meeting may be adjourned and also via live webcast at https://www.cstproxy.com/thunderbridgecapitalpartnersiv/2024 to consider and vote upon the Stockholder Proposals, as a virtual meeting.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

Thunder Bridge has fixed 5:00 p.m. Eastern Time on [•], 2024, as the Record Date for determining the Thunder Bridge stockholders entitled to notice of and to attend and vote at the Stockholders Meeting.

As of 5:00 p.m. Eastern Time on such date, there were 10,078,337 shares of Class A Common Stock, of which 5,913,195 shares are Founder Shares, outstanding and entitled to vote. The shares of Class A Common Stock and the Founder Shares vote together as a single class, except in the election of directors, as to which only the Founder Shares vote, and each share is entitled to one vote per share at the Stockholders Meeting. The Sponsor owns 5,913,195 Founder Shares, one share of Class B common stock of Thunder Bridge and 648,055 shares of Class A common stock of Thunder Bridge underlying the Private Placement Units. The Class B common stock is convertible into shares of Class A common stock on a one-for-one basis at any time at the option of the holder, or automatically upon the closing of the Business Combination. Pursuant to the Insider Letter Agreement among Thunder Bridge, the Sponsor and Thunder Bridge’s directors and officers, (i) the 5,913,195 Founder Shares owned by the Sponsor and (ii) any other shares of Thunder Bridge Common Stock owned by the Sponsor or Thunder Bridge’s officers and directors will be voted in favor of the Business Combination at the Stockholders Meeting. Pursuant to the Sponsor Support Agreement, the Sponsor agreed to vote any of the shares of Company Common Stock held by it in favor of the Business Combination, not to redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination, and to waive certain anti-dilution rights of the Founders Shares.

Proxy Solicitation

Proxies with respect to the Stockholders Meeting may be solicited by telephone, by facsimile, by mail, on the internet or in person. Thunder Bridge has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the virtual meeting if it revokes its proxy before the Stockholders Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “The Stockholders Meeting of Thunder Bridge — Revocability of Proxies.”

Quorum and Required Vote

A quorum of Thunder Bridge stockholders is necessary to hold the Stockholders Meeting. The presence, in person or by proxy, of Thunder Bridge stockholders representing a majority of the shares of Thunder Bridge Common Stock issued and outstanding on the Record Date and entitled to vote on the Stockholder Proposals to be considered at the Stockholders Meeting will constitute a quorum for the Stockholders Meeting.

Each of the Business Combination Proposal and the Omnibus Incentive Plan Proposal is interdependent upon the others and must be approved in order for Thunder Bridge to complete the Business Combination as contemplated by the BCA. The Business Combination Proposal requires the affirmative vote of a majority of the outstanding Thunder Bridge Common Stock. The Advisory Governance Proposals, the Omnibus Incentive Plan Proposal and the Stockholder Adjournment Proposal require the affirmative vote of a majority of the votes cast by the stockholders present in person or represented in proxy and entitled to vote thereon.

Regulatory Approvals

The consummation of the Business Combination is subject to certain required regulatory approvals, including under FEFTA. The parties to the BCA have agreed to cooperate with each other to make all necessary filings and submissions under FEFTA and all other filings required by the antitrust, competition, and foreign investment laws of any other jurisdiction.

See “Stockholder Proposal No. 1 — The Business Combination Proposal — Regulatory Approvals Required for the Business Combination” for additional information.

Appraisal Rights

Thunder Bridge’s stockholders do not have appraisal rights under the DGCL or otherwise in connection with the Business Combination Proposal or the other Stockholder Proposals.

Redemption Rights

Pursuant to Thunder Bridge’s charter, a Public Stockholder may request that Thunder Bridge redeem all or a portion of such Public Stockholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     hold Public Shares or hold Public Shares through Thunder Bridge Units and you elect to separate your Thunder Bridge Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(b)     prior to 5:00 p.m., Eastern Time, on            , 2024 (two business days prior to the vote at the Stockholders Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Thunder Bridge’s transfer agent (the “Transfer Agent”), that Thunder Bridge redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

As noted above, holders of Thunder Bridge Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Thunder Bridge Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Thunder Bridge Units into the underlying Public Shares and Public Warrants, or if a holder holds Thunder Bridge Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Public Stockholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, Thunder Bridge will redeem each such Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of December 31, 2023, this would have amounted to approximately $10.60 per Public Share.

If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may not be withdrawn once submitted to Thunder Bridge unless the Thunder Bridge Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. Thunder Bridge will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “The Stockholders Meeting of Thunder Bridge — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash. If the Business Combination is not completed, such Public Shares will not be redeemed for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In order for Public Stockholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Stockholders must properly exercise their right to redeem the Public Shares they hold no later than the close of the vote on the Business Combination Proposal and deliver their share certificates (if any) and other redemption forms (either physically or electronically) to the transfer agent prior to 5:00 p.m., Eastern Time, on            , 2024 (two business days prior to the vote at the Stockholders Meeting). Immediately following the consummation of the Business Combination, Thunder Bridge will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Stockholders that validly exercised their redemption rights.

Holders of Thunder Bridge’s Private Placement Units will not have redemption rights with respect to any of those securities (including any shares underlying such Private Placement Units).

Material U.S. Federal Income Tax Consequences

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination — Certain U.S. Federal Income Tax Consequences of the Business Combination” below (including the discussion of Section 367(a) of the Internal Revenue Code of 1986, as amended (the “Code”)), the transfer by U.S. holders (as defined below) of their Thunder Bridge Common Stock to PubCo pursuant to the Business Combination Agreement, taken together with the related transactions, should qualify either as a transfer of property to a corporation under Section 351 of the Code or as a reorganization under Section 368 of the Code.

Thunder Bridge and PubCo have agreed pursuant to the Business Combination Agreement to report the Business Combination as a reorganization under Section 368 of the Code. If the Business Combination is treated as a reorganization under Section 368 of the Code, a U.S. holder of Public Warrants that are converted to PubCo Warrants likely would not recognize gain or loss. However, the qualification of the Business Combination as a reorganization under Section 368 of the Code is uncertain. If the Business Combination is not treated as a reorganization under Section 368 of the Code, a U.S. holder that solely owns Public Warrants generally will be required to recognize gain or loss upon the conversion of those Public Warrants to PubCo Warrants and a U.S. holder that owns Public Warrants and Thunder Bridge Common Stock generally will be required to recognize gain (but may not be permitted to recognize loss) upon receipt of the PubCo Warrants.

Section 367(a) of the Code and the Treasury regulations promulgated thereunder impose certain additional requirements for U.S. holders to qualify for tax-deferred treatment with respect to the exchange of Thunder Bridge Common Stock and/or the conversion of the Public Warrants. If those additional requirements are not met, it could

result in holders recognizing a greater amount of gain for U.S. federal income tax purposes than they would have recognized if the Business Combination and related transactions had not qualified for non-recognition of gain or loss or Section 367(a) of the Code had not applied.

For a more complete discussion of the U.S. federal income tax considerations of the Business Combination, see “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination — Certain U.S. Federal Income Tax Consequences of the Business Combination.”

Holders of shares of Thunder Bridge Common Stock and Public Warrants should read carefully the information included under “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination” for a detailed discussion of material U.S. federal income tax consequences relating to the Business Combination, including the receipt of cash pursuant to the exercise of redemption rights with respect to the shares of Thunder Bridge Common Stock, and the material U.S. federal tax consequences of the ownership and disposition of PubCo Ordinary Shares and PubCo Warrants after the Business Combination.

Material Dutch Tax Considerations

Holders of Public Shares and/or Public Warrants who exchange their Public Shares or Public Warrants for PubCo Ordinary Shares or PubCo Warrants should read “Material Dutch Tax Considerations of Acquiring, Owning or Disposing of PubCo Ordinary Shares or PubCo Warrants” beginning on page 126 of this proxy statement/prospectus for a discussion of material Dutch tax consequences of the acquisition, holding, settlement, redemption and disposal of PubCo Ordinary Shares or PubCo Warrants after the Business Combination. Prospective holders of PubCo Ordinary Shares or PubCo Warrants are urged to consult their own tax advisors to determine the tax consequences applicable to them (including the application and effect of any local, income and other tax laws) of the acquisition, holding, settlement, redemption and disposal of PubCo Ordinary Shares or PubCo Warrants.

Holders of shares of Thunder Bridge Common Stock and Public Warrants are urged to consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination, including the U.S. federal income tax consequences and the Japanese and Dutch tax consequences of the acquisition, holding, redemption and disposition of PubCo Ordinary Shares or acquisition, holding, exercise or disposition of PubCo Warrants.

Anticipated Accounting Treatment of the Business Combination

The Business Combination will be accounted for similar to a capital reorganization. Under this method of accounting, Thunder Bridge will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Coincheck issuing shares at the Closing of the Business Combination for the net assets of Thunder Bridge as of the Closing Date, accompanied by a recapitalization. The net assets of Thunder Bridge will be stated at historical cost, with no goodwill or other intangible assets recorded.

This determination was primarily based on the expectation that the existing Coincheck stockholders have created and will control PubCo and its subsidiaries used to effect the Business Combination, will have a majority of the voting power of PubCo under the minimum and Maximum Redemption Scenarios, and will comprise a majority of the governing body of PubCo.

The Business Combination is not within the scope of IFRS 3 since there is no change in control based on the continued control of PubCo by existing Coincheck stockholders and Thunder Bridge does not meet the definition of a business in accordance with IFRS 3; as such, the Business Combination is accounted for within the scope of IFRS 2. Any excess of fair value of Coincheck shares issued over the fair value of Thunder Bridge’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Thunder Bridge Board in favor of adoption of the Business Combination Proposal, each of the Advisory Governance Proposals, the Omnibus Incentive Plan Proposal and the Stockholder Adjournment Proposal, you should keep in mind that Thunder Bridge’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. The existence of any financial and personal interests of one or more of Thunder Bridge’s directors may be argued to

result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Thunder Bridge and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Stockholder Proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Thunder Bridge’s Directors and Officers and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of such interests and potential conflicts of interest.

Comparative Per Share Information

The following table sets forth the historical comparative share information for Thunder Bridge and Coincheck on a stand-alone basis and the unaudited pro forma condensed combined share information for the six months ended September 30, 2023, after giving effect to the Business Combination, assuming two redemption scenarios as follows:

•        Assuming No Redemption:    This presentation assumes no Thunder Bridge shareholders exercise redemption rights with respect to their Class A Shares upon the consummation of the Business Combination.

•        Assuming Maximum Redemption:    This presentation assumes the redemption of 3.5 million shares of Thunder Bridge Class A common stock, inclusive of interest earned on the Trust Account, resulting in a total aggregate redemption of ¥5,271 million from the Trust Account.

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Thunder Bridge and Coincheck and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Thunder Bridge and Coincheck is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Thunder Bridge and Coincheck would have been had the companies been combined during the periods presented.

____________

(1)      Includes Class A common stock subject to possible redemption.

Market Information and Holders of Record

Thunder Bridge Class A common stock is listed on the Nasdaq Global Market under the symbol “THCP.” As of [•], 2024, Thunder Bridge had [•] shares of Class A common stock outstanding and approximately 1 stockholder of record.

The following table presents the closing sale price per share of Thunder Bridge Class A common stock on March 21, 2022, the last trading day before the date the Business Combination Agreement was executed, and [•], 2024, the last practicable trading day prior to the date of this proxy statement/prospectus.

Risk Factors

In evaluating the Stockholder Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

Risk Factors Summary

The transactions described in this proxy statement/prospectus involve various risks, and you should carefully read and consider the factors discussed under “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect PubCo and Thunder Bridge’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of Thunder Bridge prior to the Business Combination and that of PubCo subsequent to the Business Combination. Such risks include, but are not limited to:

Risks Relating to Coincheck’s Business and Industry

•        Our total revenue is substantially dependent on the prices of crypto assets and volume of transactions conducted on our Marketplace platform. If such prices or volumes decline, our business, operating results, and financial condition would be adversely affected, as well as our stock price following the listing of PubCo’s shares.

•        Our operating results have and are expected to significantly fluctuate from period to period.

•        If the utility and usage of crypto assets, the development of which is difficult to predict, do not grow as we expect, our business, operating results, and financial condition could be adversely affected.

•        Changes in economic conditions and consumer sentiment in Japan could cause demand for our products and services to be lower than we anticipate.

•        Cyberattacks and security breaches of our cryptocurrency exchanges or NFT marketplace, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition.

•        Due to our limited operating history, it may be difficult to evaluate our business and future prospects, and we may not be able to achieve or maintain profitability in any given period.

•        The majority of our revenue is from transactions in certain crypto assets, such as Bitcoin, Ethereum or other specific crypto assets. If demand for any particular crypto asset declines and is not replaced by new demand, our business, operating results, and financial condition could be adversely affected.

•        We are subject to extensive regulation in Japan and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

•        We could be subject to administrative sanctions, including fines, or legal claims if we are found to have offered services in violations of the laws of jurisdictions other than Japan or to have violated international sanctions regimes.

•        We operate in a highly competitive industry and our business, operating results, and financial condition may be adversely affected if we are unable to respond to and compete against our competitors effectively.

•        We compete against a growing number of decentralized and noncustodial platforms and our business may be adversely affected if we fail to compete effectively against them.

•        If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our total revenue, could decline, which could adversely impact our business, operating results, and financial condition.

•        We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may impair our and the Post-Combination Company’s ability to produce timely and accurate financial statements or comply with applicable laws and regulations, which may adversely affect investor confidence.

•        A particular crypto asset’s status as a “security” in any relevant jurisdiction remains subject to a high degree of uncertainty.

•        We also operate Coincheck NFT Marketplace, which may expose us to legal, regulatory, and other risks that could adversely affect our business, operating results, and financial condition.

•        We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers.

•        Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of customers or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.

•        We suffered a significant loss of customer funds due to hacking in 2018 and any future failure to safeguard and manage our customers’ crypto assets could adversely impact our business, operating results, and financial condition.

•        The loss or destruction of private keys required to access any crypto assets held in custody for our customers may be irreversible. If we are unable to access private keys or if we experience a hack or other data loss relating to our ability to access any crypto assets, it could cause regulatory scrutiny, reputational harm and other losses.

•        If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed.

•        Many of our customers are first-time users and our trading volumes and revenues could be reduced if these customers stop trading crypto assets altogether or stop using our cryptocurrency exchanges for their trading activities.

•        If we expand our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by non-Japanese regulators and governmental authorities.

•        We may suffer losses due to staking and other related services that we have provided or may provide in the future to our customers.

•        We may be exposed to transactional losses due to chargebacks as a result of fraud or uncollectibility that may adversely impact our business, operating results, and financial condition.

•        We may make acquisitions and investments, which could require significant management attention, disrupt our business, result in dilution to our stockholders, and adversely affect our financial results.

•        If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.

•        Our key business metrics and other estimates are subject to inherent challenges in measurement, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics.

•        Unfavorable media coverage could negatively affect our business.

•        Our cryptocurrency exchanges or NFT marketplace may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our customers use our cryptocurrency exchanges and NFT marketplace to further such illegal activities, our business could be adversely affected.

•        Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.

•        We may suffer losses due to abrupt and erratic market movements.

Risks Relating to Crypto Assets

•        Negative publicity associated with crypto asset platforms, including instances of potential fraud, the bankruptcy of industry participants and the violation of applicable legal and regulatory requirements, may cause existing and potential customers to lose confidence in crypto asset platforms.

•        Depositing and withdrawing crypto assets into and from our cryptocurrency exchanges involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely impact our business.

•        A temporary or permanent blockchain “fork” to any supported crypto asset could adversely affect our business.

•        We currently support, and expect to continue to support, certain smart contract-based crypto assets. If the underlying smart contracts for these crypto assets do not operate as expected, they could lose value and our business could be adversely affected.

•        From time to time, we may encounter technical issues in connection with the integration of supported crypto assets and changes and upgrades to their underlying networks, which could adversely affect our business.

•        If miners or validators of any supported crypto asset demand high transaction fees, our operating results may be adversely affected.

•        The nature of our business requires the application of complex financial accounting and tax rules, and there is limited guidance from accounting standard setting bodies and taxing authorities. If financial accounting standards undergo significant changes or taxing authorities announce new tax rules, our operating results could be adversely affected.

Risks Relating to Government Regulation and Privacy Matters

•        Global regulation of crypto assets or crypto asset platforms may develop in ways that limit the potential for growth in usage and acceptance of crypto assets.

•        We obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as have an adverse effect on our business.

Risks Relating to Third Parties

•        Our current and future services are dependent on payment networks and acquiring processors, and any changes to their rules or practices could adversely impact our business.

•        We rely on third parties to perform certain key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.

•        Our success depends in part upon continued distribution through app stores and effective operation with mobile operating systems, networks, technologies, products, hardware and standards that we do not control.

•        We are exposed to credit risks due to our reliance on cryptocurrency exchange brokers, which may cause us to incur financial or reputational harm.

Risks Relating to Intellectual Property

•        Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.

•        We may be subject to claims for alleged infringement of proprietary rights of third parties.

•        Our cryptocurrency exchanges and NFT marketplace contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could harm our business.

Risks Relating to Coincheck’s Employees and Other Service Providers

•        The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial condition.

•        In the event of employee or service provider misconduct or error, our business may be adversely impacted.

General Risk Factors

•        Pandemics or disease outbreaks, such as the COVID-19 pandemic, have had and could in the future have an adverse effect on our business, operating results, and financial condition.

•        We may be adversely affected by natural disasters and other catastrophic events that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

Risks Related to Thunder Bridge and the Business Combination

•        There can be no assurance that the Post-Combination Company’s ordinary shares will be approved for listing on Nasdaq or any other exchange or that the Post-Combination Company will be able to comply with the continued listing standards of Nasdaq or any other exchange.

•        Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Post-Combination Company’s financial condition, results of operations and the price of the Post-Combination Company’s securities, which could cause you to lose some or all of your investment.

•        If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Thunder Bridge’s securities or, following the Closing, PubCo’s securities, may decline.

•        The unaudited pro forma financial information included herein may not be indicative of what the Post-Combination Company’s actual financial position or results of operations would have been.

•        The Sponsor and Thunder Bridge’s executive officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

•        Thunder Bridge may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

•        The Sponsor or Thunder Bridge’s directors, executive officers or advisors or their respective affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of Thunder Bridge Common Stock.

•        The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares in the event we complete an initial business combination. In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading price of the Post-Combination Company’s ordinary shares to materially decline.

•        Public Stockholders who redeem their shares of Thunder Bridge Common Stock may continue to hold any Public Warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the Public Warrants.

•        Thunder Bridge’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

•        There are risks to our stockholders who are not affiliates of the Sponsor of becoming stockholders of the Post-Combination Company through the Business Combination rather than acquiring securities of Coincheck directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

•        Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

•        Deferred underwriting fees in connection with the IPO and payable at the consummation of our initial business combination will not be adjusted to account for redemptions by our Public Stockholders; if our Public Stockholders exercise their redemption rights, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase.

•        Thunder Bridge stockholders who do not redeem their shares of Thunder Bridge Common Stock will have reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

•        Thunder Bridge’s ability to successfully effect the Business Combination and the Post-Combination Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Coincheck, all of whom we expect to stay with the Post-Combination Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

•        Thunder Bridge’s board of directors did not obtain a fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

•        Unlike many blank check companies, Thunder Bridge does not have a specified maximum redemption threshold, except that in no event will Thunder Bridge redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The absence of such a redemption threshold may make it easier for Thunder Bridge to consummate the Business Combination even if a substantial majority of Thunder Bridge’s stockholders do not agree.

•        Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

•        If third parties bring claims against Thunder Bridge, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

•        Thunder Bridge’s directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

•        Thunder Bridge’s stockholders may be held liable for claims by third parties against Thunder Bridge to the extent of distributions received by them.

•        We may amend the terms of the Thunder Bridge Warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Public Warrants.

•        PubCo may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

•        Thunder Bridge will require Public Stockholders who wish to redeem their shares of Thunder Bridge Common Stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

•        We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

•        The Thunder Bridge Warrants are accounted for as liabilities and the changes in value of the Thunder Bridge Warrants could have a material effect on Thunder Bridge’s financial results.

•        Certain agreements relating to the Business Combination include a jury trial waiver that may limit the ability of the respective signatories thereto, some of whom may be shareholders of the Post-Combination Company, to bring or demand a jury trial in any litigation for claims based upon, arising out of or related to such agreement or the transactions contemplated thereby, which may discourage lawsuits with respect to such claims.

•        Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.

•        Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination.

•        If Thunder Bridge is deemed to be an investment company for purposes of the Investment Company Act, Thunder Bridge would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the company.

•        Thunder Bridge has received the Total Stockholders Notice from Nasdaq advising that we have fallen below the 400 total holders minimum to be compliant with the Total Stockholders Rule for continued listing on the Nasdaq Global Market. If Thunder Bridge cannot regain compliance, Thunder Bridge’s securities could be subject to delisting and the liquidity and the trading price of Thunder Bridge’s securities could be adversely affected.

•        There is substantial doubt about Thunder Bridge’s ability to continue as a “going concern”.

Risks Relating to Tax Matters

•        A 1% U.S. federal excise tax may be imposed on us with respect to our redemptions of Public Shares (in connection with the Business Combination or other Thunder Bridge stockholder vote pursuant to which Thunder Bridge stockholders would have a right to submit their shares for redemption).

•        The imposition of additional or higher taxes, whether resulting from a change of tax laws or a different interpretation or application of tax laws, could affect demand for our exchange services and/or may otherwise have a material adverse effect on our business, results from operations and/or financial condition.

•        If PubCo ceases to be a Dutch tax resident for the purposes of a tax treaty concluded by the Netherlands and in certain other events, we could potentially be subject to a proposed Dutch dividend withholding tax in respect of a deemed distribution up to our entire market value less paid-up capital insofar as it exceeds EUR 50 million.

•        We may not be eligible for withholding tax relief benefits in respect of income received by us under relevant treaties for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital and may be required to adopt additional measures to claim such benefits under the relevant tax treaties.

•        PubCo operates so as to be treated exclusively as a resident of the Netherlands for tax purposes, but other jurisdictions may also claim taxation rights over PubCo.

Risks Relating to PubCo and its Shares Following the Business Combination

•        The Post-Combination Company may issue additional ordinary shares or other equity securities, which would dilute your ownership interests and may depress the market price of the Post-Combination Company’s ordinary shares.

•        Following the consummation of the Business Combination, the Post-Combination Company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

•        PubCo will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such PubCo is exempt from certain provisions applicable to United States domestic public companies.

•        The Post-Combination Company will be a Dutch public company with limited liability, and its shareholders may have rights different to those of shareholders of companies organized in the United States.

•        Our largest shareholder, Monex, will continue to exercise control over us after the Business Combination and may have interests that differ from or conflict with ours and exert influence over our management policies.

Recommendation to Stockholders of Thunder Bridge

The Thunder Bridge Board has unanimously approved the Stockholder Proposals.

The Thunder Bridge Board unanimously recommends that stockholders:

•        Vote “FOR” the Business Combination Proposal;

•        Vote “FOR” each of the Advisory Governance Proposals;

•        Vote “FOR” the Omnibus Incentive Plan Proposal;

•        Vote “FOR” the Stockholder Adjournment Proposal, if it is presented at the Stockholders Meeting.