Coincheck, Thunder Bridge move closer to Nasdaq listing with public filing

Coincheck and Thunder Bridge Capital filed their registration statement with the SEC, bringing their merger and Nasdaq listing closer to completion.

Japanese crypto exchange Coincheck and Thunder Bridge Capital have taken one step closer to the completion of their merger transaction and Nasdaq listing.

According to a May 7 press release, the companies filed their registration statement on Form F-4 with the U.S. Securities and Exchange Commission, marking a milestone in their two-year journey toward a planned public offering.

Over the past months, the companies filed multiple confidential drafts of the registration statement with the SEC, allowing for revisions based on comments. The Form F-4 is required by the commission for business transactions involving foreign companies.

Initially disclosed in March 2022, the proposed business combination aims to make Coincheck a publicly traded entity through a de-SPAC transaction with Thunder Bridge. At the time, the merger deal was reported at $1.25 billion.

Monex Group statement. Source: Monex Group

A de-SPAC occurs when a private company merges with a special purpose acquisition company (SPAC) — an entity created specifically to find and acquire private businesses. Companies seek de-SPAC transactions because they may provide a faster path to public markets than traditional initial public offerings.

The merger was initially expected to be completed by the second quarter of 2022, but the severe bear market and regulatory uncertainties following the collapse of FTX in November of that year likely delayed its completion.

The business combination is now expected to be completed in the second or third quarter of 2024, pending shareholder approval and regulatory clearance from the SEC. The new holding company will operate under the name Coincheck Group, N.V. Its stock will trade under the ticker symbol CNCK on the Nasdaq.

Coincheck is one of the largest crypto exchanges in Japan. Monex Group, the crypto exchanges parent company, reported over 2 billion yen (roughly $14 million) in profits from crypto trading in the first quarter of 2024. Monex acquired Coincheck in 2018 after the crypto exchange suffered a major hack, in which approximately $534 million in NEM tokens were stolen.