Japan-based Coincheck aims for US listing through $1.25B SPAC deal

Japan-based digital asset exchange Coincheck Inc., a unit of Monex Group Inc., agreed to a $1.25 billion going-public transaction with special purpose acquisition company Thunder Bridge Capital Partners IV Inc.

The resulting holding company, which will be domiciled in the Netherlands, will be named Coincheck Group NV and will be listed on the Nasdaq Global Select Market under the ticker symbol CNCK.

Coincheck will become the new holding company's wholly owned subsidiary and will be based in the Netherlands, with offices in Tokyo and New York City.

Under the terms of the deal, existing Coincheck shareholders may also receive earnout consideration equal to a maximum of 50 million shares upon certain triggering events based on Coincheck Group NV's future stock price. Upon closing, the combined company will receive $237 million in cash held in trust by Thunder Bridge, assuming no redemptions by Thunder Bridge's shareholders and before expenses.

Monex will retain its majority stake in the combined entity and will hold about 82% after closing.

The business combination, which is expected to close in the second half of 2022, has been unanimously approved by the boards of Coincheck, Monex and Thunder Bridge.

Upon closing of the transaction, the combined holding company will be led by Oki Matsumoto as executive chairperson and Gary Simanson as CEO. Coincheck will continue to be led by its current Japan-based management team, including Coincheck President Satoshi Hasuo.

Goldman Sachs & Co. LLC is serving as financial adviser and capital markets adviser to Thunder Bridge. Galaxy Digital Partners LLC is also serving as financial adviser to Thunder Bridge. Nelson Mullins Riley & Scarborough LLP, Mori Hamada & Matsumoto, Littler Mendelson PC and Allen & Overy LLP are serving as legal advisers to the blank-check company.

J.P. Morgan Securities LLC is serving as sole financial adviser to Monex. Simpson Thacher & Bartlett LLP, Anderson Mori & Tomotsune and De Brauw Blackstone Westbroek NV are serving as legal advisers to Coincheck and Monex.