Japanese cryptocurrency exchange Coincheck and Thunder Bridge Capital have taken a significant step forward in their merger deal and subsequent listing on Nasdaq by filing a registration statement on Form F-4 with the U.S. Securities and Exchange Commission, as announced in a May 7 press release. This filing represents a milestone in their two-year journey towards a planned public offering.
In recent months, both companies have submitted multiple confidential draft registration statements to the SEC, allowing for revisions based on feedback. Form F-4 is required by the Commission for business transactions involving foreign companies, indicating the seriousness of their intent.
Initially disclosed in March 2022, the proposed business combination aimed to make Coincheck a publicly traded entity through a de-SPAC transaction with Thunder Bridge, valued at $1.25 billion at the time. A de-SPAC involves a private company merging with a special purpose acquisition company (SPAC), a vehicle designed to acquire private businesses, offering a faster route to the public markets than traditional IPOs.
While the merger was expected to close in the second quarter of 2022, challenges such as the severe bear market and regulatory uncertainties following the FTX crash in November of the same year may have caused delays. However, the business combination is now anticipated to finalize in the second or third quarter of 2024, subject to shareholder approval and regulatory clearance from the SEC. The resulting holding company will operate under the name Coincheck Group, N.V., with its shares trading on Nasdaq under the ticker CNCK.
Coincheck, one of Japan's largest cryptocurrency exchanges, has seen notable success under its parent company, Monex Group, reporting crypto trading profits exceeding 2 billion yen (approximately $14 million) in the first quarter of 2024. Monex acquired Coincheck in 2018 following a significant hack that led to a loss of around $534 million in stolen NEM tokens, illustrating the exchange's resilience and subsequent growth.
