Coincheck Group N.V. Transitions to Shell Company Status

TL;DR

Coincheck Group N.V. is now a shell company as of Dec 10, 2024. Big changes ahead.

AI Summary

Coincheck Group N.V. filed its annual report on Form 20-F for the fiscal year ending December 10, 2024. The company, incorporated in The Netherlands, is a finance services entity. This filing indicates a transition to a shell company report, with the date of the event requiring this status being December 10, 2024.

Why It Matters

This filing signals a significant change in Coincheck Group N.V.'s operational status, potentially indicating a divestiture, restructuring, or cessation of primary business activities.

Risk Assessment

Risk Level: high — Transitioning to shell company status often implies significant corporate events like divestitures or restructuring, which carry inherent business and financial risks.

Key Numbers

• 001-42438 — Commission File Number (Identifies the specific SEC filing for Coincheck Group N.V.)
• 0001913847 — Central Index Key (Unique identifier for Coincheck Group N.V. in SEC EDGAR system.)

Key Players & Entities

• Coincheck Group N.V. (company) — Registrant
• 0001213900-24-109398 (dollar_amount) — Accession Number
• 20241216 (dollar_amount) — Filing Date
• December 10, 2024 (dollar_amount) — Date of event requiring shell company report
• The Netherlands (company) — Jurisdiction of incorporation
• Jason Sandberg (person) — Contact Person

FAQ

Key Financial Figures

• $11.50 — ordinary share at an exercise price of $11.50 per share CNCKW The Nasdaq Stock Ma
• $1.4 billion — f First Guaranty Bancshares, Inc., with $1.4 billion in assets, and its wholly-owned subsidi
• $1.2 billion — Community Bankers Trust Corporation, a $1.2 billion in assets bank holding company for Esse

Filing Documents

• ea0224840-20f_coincheck.htm (20-F) — 212KB
• ea022484001ex1-1_coincheck.htm (EX-1.1) — 169KB
• ea022484001ex2-3_coincheck.htm (EX-2.3) — 40KB
• ea022484001ex4-14_coincheck.htm (EX-4.14) — 163KB
• ea022484001ex4-15_coincheck.htm (EX-4.15) — 162KB
• ea022484001ex4-16_coincheck.htm (EX-4.16) — 47KB
• ea022484001ex4-17_coincheck.htm (EX-4.17) — 24KB
• ea022484001ex4-18_coincheck.htm (EX-4.18) — 27KB
• ea022484001ex4-19_coincheck.htm (EX-4.19) — 49KB
• ea022484001ex4-21_coincheck.htm (EX-4.21) — 91KB
• ea022484001ex8-1_coincheck.htm (EX-8.1) — 2KB
• ea022484001ex15-1_coincheck.htm (EX-15.1) — 237KB
• ea022484001ex15-2_coincheck.htm (EX-15.2) — 2KB
• ea022484001ex15-3_coincheck.htm (EX-15.3) — 2KB
• image_001.jpg (GRAPHIC) — 53KB
• 0001213900-24-109398.txt ( ) — 1300KB

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 4 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 4 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 4 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7 ITEM 8. FINANCIAL INFORMATION 8 ITEM 9. THE OFFER AND LISTING 9 ITEM 10. ADDITIONAL INFORMATION 9 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 11 PART II 12 PART III 12 ITEM 17. FINANCIAL STATEMENTS 12 ITEM 18. FINANCIAL STATEMENTS 12 ITEM 19. EXHIBITS 13 EXHIBIT INDEX 13 SIGNATURE 15 i EXPLANATORY NOTE On December 10, 2024 (the “Closing Date”), Coincheck Group N.V., a Dutch public limited liability company ( naamloze vennootschap ) (“Coincheck Group” or “PubCo”), consummated the previously announced business combination pursuant to the Business Combination Agreement (the “Business Combination”), dated as of March 22, 2022, as amended from time to time (the “Business Combination Agreement”), by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) (which was converted into a Dutch public limited liability company ( naamloze vennootschap ) and renamed Coincheck Group N.V. immediately prior to the Business Combination), M1 Co G.K., a Japanese limited liability company ( godo kaisha ) (“M1 GK”), Coincheck Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of PubCo (“Merger Sub”) and Coincheck, Inc., a Japanese joint stock company ( kabushiki kaisha ) (“Coincheck”). Pursuant to the terms set forth in the Business Combination Agreement, (i) PubCo issued ordinary shares in its share capital (the “Ordinary Shares”) to M1

A below for biographical information of Coincheck Group’s directors and executive officers

Item 6.A below for biographical information of Coincheck Group’s directors and executive officers. B. Advisors Simpson Thacher & Bartlett LLP, Ark Hills Sengokuyama Mori Tower, 41F, 1-9-10, Roppongi, Minato-ku, Tokyo 106-0032, Japan and De Brauw Blackstone Westbroek N.V., Burgerweeshuispad 201, 1076 GR, Amsterdam, the Netherlands have acted as counsel for Coincheck Group and will act as counsel to Coincheck Group upon and following the consummation of the Business Combination. C. Auditors KPMG AZSA LLC is the independent auditor for Coincheck Group as of and for the year ending March 31, 2025 and acted as the independent auditor for its predecessor, Coincheck, as of March 31, 2024 and March 31, 2023 and for each of the three years in the period ended March 31, 2024. 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION B. Capitalization and Indebtedness The following table sets forth the capitalization of Coincheck Group on an unaudited pro forma combined basis as of September 30, 2024 after giving effect to the Business Combination. As of September 30, 2024 (pro forma) ($ in millions) Cash and cash equivalents 10,279 Total equity 7,559 Liabilities: Liabilities (current) 680,937 Liabilities (non-current) 1,518 Total liabilities 682,455 Total capitalization 679,735 C. Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors Except as supplemented below, the risk factors associated with Coincheck Group are described in the Proxy Statement/Prospectus in the sections titled “ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary ” which is incorporated herein by reference. We are subject to the Dutch Corporate Governance Code but do not comply with all of the suggested governance provisions of the Dutch Corporate Governance Code, which may affect your rights as a shareholder. As a Dutch company, we are subject to the Dutch Corporate Governance Code (“DCGC”). The DCGC contains both principles and suggested governance provisions for management boards, supervisory boards, shareholders and general meetings, financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, public companies are required to disclose in their annual reports, filed in the Netherlands, whether they comply with the suggested governance provisions of the DCGC. If they do not comply with those provisions, such as because of a conflicting requirement, companies are required to give the reasons for such noncompliance. The DCGC applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including Nasdaq. The principles and suggested governance provisions apply to our board of directors (in relation to role and composition, conflicts of interest and independence requirements, board committees and remuneration), shareholders and the general meeting (for example, regarding anti-takeover protection and our obligations to provide information to our shareholders) and financial reporting (such as external auditor and internal audit requirements). We aim to comply with all applicable provisions of the DCGC except where such provisions conflict with U.S. exchange listing requireme

View Full Filing

View this 20-F filing on SEC EDGAR