Japan-based cryptocurrency exchange Coincheck and Thunder Bridge Capital are one step closer to completing their merger and Nasdaq listing. According to a press release dated May 7, the companies have left behind a milestone in their two-year journey towards a planned public offering by submitting their registration statements on Form F-4 to the U.S. Securities and Exchange Commission.
Partnership Process Continues
In recent months, Coincheck and Thunder Bridge Capital have submitted numerous confidential drafts of their registration statement to the SEC, allowing for comment-based revisions. The F-4 Form is required by the commission for commercial transactions involving foreign companies.
Initially announced in March 2022, the proposed business combination aims to transform Coincheck into a publicly traded entity through a de-SPAC transaction with Thunder Bridge. At that time, the merger agreement was reported to be worth $1.25 billion.
De-SPAC occurs when a private company merges with a special purpose acquisition company (SPAC), which is specifically created to find and acquire private enterprises. Companies prefer de-SPAC transactions as they can provide a faster route to public markets compared to traditional initial public offerings.
Details on the Merger
The merger was initially expected to be completed in the second quarter of 2022, but the severe bear market and regulatory uncertainties following the bankruptcy of FTX in November of the same year likely delayed its completion. The business combination is expected to be completed in the second or third quarter of 2024, pending shareholder approval and regulatory permission from the SEC. The new holding company, Coincheck Group N.V., will operate under this name and its shares will be traded on Nasdaq under the symbol CNCK.
Coincheck stands out as one of Japan’s largest crypto exchanges. The crypto exchange’s parent company, Monex Group, reported earning over 2 billion yen, approximately 14 million U.S. dollars, from crypto trading transactions in the first quarter of 2024. Monex acquired Coincheck in 2018 after the crypto exchange suffered a major attack where approximately $534 million worth of NEM tokens were stolen.
