Coincheck SPAC Presentation Deck
Disclaimer
Coincheck
About this Presentation
This presentation relates to a proposed business combination (the "Business Combination") between Coincheck Group B.V. ("CCG"), which will be a holding company of Coincheck, Inc. (the "Company") and Thunder Bridge Capital Partners NV, Inc. (THCP). The information contained herein does not purport to be all-inclusive and
the information contained herein is preliminary and subject to change and such changes may be material. This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a
recommendation purchase, any securities of the Company, THCP, CCG or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom, nor shall any
sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way
passed upon the merits of the Business Combination or the accuracy or adequacy of this presentation.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, CCG intends to file a registration statement on Form F-4 that will include a preliminary proxy statement to be distributed to stockholders of THCP in connection with THCP's solicitation of proxies for the vote by its stockholders with respect to the Business Combination.
After the registration statement has been filed and declared effective by the SEC, THCP will mail a definitive proxy statement /prospectus to its stockholders as of the record date established for voting on the Business Combination and the other proposals regarding the Business Combination set forth in the proxy statement.
CCG or THCP may also file other documents with the SEC regarding the Business Combination. Before making any investment or voting decision, stockholders and other interested persons are advised to read, when available, the registration statement and preliminary proxy statement / prospectus and any amendments thereto,
and the definitive proxy statement/prospectus in connection with THCP's solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the Business Combination because these materials will contain important information about the Company, THCP, CCG and the Business Combination.
Stockholders will also be able to obtain a copy of the preliminary proxy statement /prospectus and the definitive proxy statement/prospectus once they are available, without charge, at the SEC's website at www.sec.gov, or by directing a request to: Thunder Bridge Capital Partners IV, Inc., 9912 Georgetown Pike, Suite D203,
Great Falls, VA 22066.
Participants in the Solicitation
The Company and THCP and their respective directors and officers may be deemed participants in the solicitation of proxies of THCP's stockholders in connection with the Business Combination. THCP's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and
officers of the Company and THCP at the Company's website at corporate.coincheck.com, or in THCP's registration statement on Form S-1 filed on June 21, 2021, respectively.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to THCP's stockholders in connection with the Business Combination will be set forth in the proxy statement / prospectus for the Business Combination when available. Additional information regarding the interests
of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement/prospectus filed with the SEC in connection with the Business Combination.
Forward-Looking Statements
This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect current views of the Company, THCP or CCG with respect to, among other things, operations and financial performance. Forward-looking statements may be identified by the
use of words such as "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may." "plan," "potential," "predict," "project," "future," "will," "seek," "foreseeable" and similar terms and phrases in this presentation. Forward-looking statements contained in this presentation may include, without limitation,
statements about our (i) account growth rates and total accounts, (ii) marketing and product / IT development costs, (iii) trading volumes, (iv) revenue, including trading-related revenue by product, (v) market growth, (vi) planned strategic initiatives, (vii) payback periods and account acquisition costs, (viii) customer assets and
(ix) EBITDA. Forward-looking statements contained in this presentation are based on the management's current expectations and are subject to changes in circumstances and other risks and uncertainties. The Company, THCP or CCG cannot assure you that future developments affecting the Company, THCP or CCG will be those
that the Company, THCP or CCG have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of the Company, THCP and CCG. Risks and uncertainties include,
without limitation, (a) the highly volatile nature of the crypto economy. (b) the significant volatility of the price of crypto assets and the associated demand for buying, selling and trading crypto assets in the market for cryptocurrency. (c) the extensive and highly-evolving regulatory landscape in which the crypto economy
operates and (d) the unpredictability of the future development and growth of the crypto economy and crypto networks due to their relatively early stages of development. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. Any forward-looking statement made by the Company, THCP or CCG in this presentation speaks only as of the date of this presentation. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for the Company,
THCP or CCG to predict all of them. The Company, THCP and CCG may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions the Company, THCP or CCG may make. The Company, THCP or CCG undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise,
except as may be required by any applicable securities laws.
Notice to Investors
Currently, the Company is a subsidiary of Monex Group, Inc. ("Monex"). Following the Company's Business Combination, it is likely that Monex will continue to have significant control and influence with respect to the Company's business plans, strategy, policies and management, including the appointment and removal of the
Company's officers and directors. The information set forth in this presentation has been prepared for informational purposes and does not constitute any offer to sell or the solicitation of an offer to buy any of the Company's securities, nor will there be any sales of the Company's securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, or until a binding commitment to enter into a definitive agreement has been made. The Company expressly disclaims all liability relating to the use of this presentation. In addition, the information contained
in this presentation is as of the date hereof, and the Company has no obligation to update such information, including in the event that such information becomes inaccurate. The delivery of this presentation and the information contained herein shall not create any liability or obligation whatsoever for the Company. No
representations or warranties are made by the Company, Monex or any of the Company's other affiliates as to the accuracy or completeness of any statements contained in this presentation or any additional materials. This presentation should not be considered as a recommendation by the Company or any of the Company's
agents to acquire any securities or to enter into any transaction. This presentation may include material non-public information and by accepting delivery of this presentation, you agree to comply with all applicable laws and regulations with respect to the use of any such information. You acknowledge that you are aware that the
applicable securities laws prohibit any person who has material, non-public information from purchasing or selling securities in reliance on such information or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such other person or entity is likely
to purchase or sell such securities in reliance on such information. This presentation shall neither be deemed an indication of the state of affairs of the Company's business nor constitute an indication that there has been no change in the Company's business affairs since the date hereof or since the dates as of which
information is given in this presentation. In furnishing this presentation, the Company undertakes no obligation to provide the recipient with access to any additional evaluation materials or to update the information contained herein.
Financial Information
The financial information and data contained herein have been prepared on the basis of a fiscal year ending on March 31 of each year, for example fiscal year ended 2020 ended on March 31, 2020 and fiscal year ended 2021 ended on March 31, 2021, and as such may not be comparable with the financial information and data of
other companies, including our competitors, who do not use the same fiscal year end. Certain amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Certain other amounts that appear in this presentation may not sum due to rounding.
Non-GAAP Information
This presentation includes non-GAAP financial measures, including EBITDA. The Company believes these non-GAAP measures of financial results provide useful information management and investors regarding the liquidity, financial condition and results of operations of the Company, as well as regarding period-over-period
performance of the same. The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant items that are required by GAAP to be recorded in the
financial statements of the Company. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to
similarly-titled measures used by other companies. You should review the audited financial statements of the Company, and not rely on any single financial measure to evaluate the business of the Company.
Industry and Market Data
In this presentation, the Company, THCP and CCG rely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. However, the Company, THCP and CCG have not independently verified the accuracy or completeness of any such third-party information. The recipient is
cautioned not to give undue weight to such industry and market data.
Trademarks, Trade Names and Service Marks
This presentation includes trademarks, trade names and service marks that the Company either owns or licenses, such as "Coincheck," which are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this presentation may appear without the
TM or SM symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, rights or the right of the applicable licensor to these trademarks, trade names and service marks. This presentation may also contain trademarks, trade names and service
marks of other parties, and the Company does not intend its use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of the Company by, these other parties.
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