UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~The~~THE SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report (Date of earliest event reported): October ~~September 11~~8, 2024

~~Thunder~~THUNDER ~~Bridge~~BRIDGE ~~Capital Partners~~CAPITAL PARTNERS IV, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40555		86-1826129
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

(Address of principal executive offices, including zip code)

22066

(Zip Code)

Registrant’s telephone number, including area code: (202) 431-0507

Not Applicable (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant	THCPU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	THCP	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	THCPW	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	THCPW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01 ~~Notice~~Entry ofInto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsAmendment previously disclosed, on July 18, 2024, Thunder Bridge Capital Partners IV, Inc. (the “Company”) received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that since the Company did not complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement pursuant to ~~IM-5101-2~~Business ~~(the~~Combination “Rule”), the Company’s securities were subject to delisting. The Company timely requested an appeal of the Staff’s determination to a Hearings Panel (the “Panel”), and attended the hearing before the Panel on August 22, 2024.Agreement

OnAs ~~September~~previously 11disclosed, ~~2024~~Thunder Bridge Capital Partners IV, Inc. (the “Company” ~~Panel~~or ~~determined~~“THCP”), toa ~~grant~~Delaware ~~the~~corporation, ~~request~~entered ofinto ~~the~~a ~~Company~~Business toCombination ~~continue~~Agreement, ~~its~~dated ~~listing~~March on22, ~~Nasdaq~~2022 and amended May 31, ~~subject~~2023, toand ~~the~~further ~~following:~~amended on orMay ~~before January 14~~28, ~~2025~~2024, (the ~~Company~~“Business ~~will~~Combination ~~complete~~Agreement”) ~~the~~by ~~business~~and ~~combination~~ among the Company, Coincheck Group B.V., M1a CoDutch ~~G.K.,~~private ~~Coincheck~~limited ~~Merger~~liability ~~Sub,~~company ~~Inc.,~~(besloten ~~and~~vennootschap ~~Coincheck~~met beperkte aansprakelijkheid) (“PubCo”), ~~Inc~~M1 Co G.K., a Japanese ~~joint~~limited ~~stock~~liability company (~~collectively,~~godo ~~“Coincheck”~~kaisha) (~~the~~ “~~Business Combination~~HoldCo”), ~~and~~Coincheck ~~demonstrate compliance~~Merger ~~with~~Sub, ~~the~~Inc., ~~Rule~~a ~~and~~Delaware ~~all~~corporation (“Merger ~~applicable~~Sub”), ~~initial~~and ~~listing~~Coincheck, ~~standards~~Inc., ~~for~~a ~~the~~Japanese ~~Nasdaq~~joint ~~Capital~~stock ~~Market.~~company ~~The~~(kabushiki ~~Panel~~kaisha) ~~advised~~(“Coincheck”). ~~the Company that~~Capitalized ~~January~~terms ~~14,~~used ~~2025,~~but ~~represents~~not ~~the~~defined ~~full~~elsewhere ~~extent~~herein ofhave the ~~Panel’s~~meanings ~~discretion~~assigned to ~~grant~~them ~~continued~~in ~~listing while~~ the ~~Company~~Business isCombination ~~non-compliant with the Rule (such period, the “Exception Period”)~~Agreement.

~~During~~On ~~the~~October ~~Exception Period~~8, 2024, the Company, ~~must~~PubCo, ~~provide~~HoldCo, ~~prompt~~Merger ~~notification~~Sub ofand ~~any~~Coincheck entered ~~significant~~into ~~events~~the ~~occurring~~Third ~~that~~Amendment ~~may~~to ~~affect~~Business ~~compliance~~Combination ~~with~~Agreement ~~Nasdaq requirements, including, but not limited~~ to, ~~any~~delete ~~event~~the ~~calling~~Sponsor’s ~~into~~and ~~question the~~ Company Shareholder’s ~~ability~~ right to ~~meet~~receive ~~the~~Earn ~~terms~~Out ~~of the granted exception~~Shares. ~~The~~ ~~Panel~~Further, ~~reserved~~at the ~~right~~Closing, ~~to reconsider~~ the ~~terms~~Sponsor ofshall ~~the~~automatically ~~granted~~forfeit ~~exception~~and ~~based on any event~~surrender, ~~condition~~and orPubCo ~~circumstance~~shall ~~that exists~~repurchase orfor ~~develops~~no ~~that~~consideration, ~~would~~2,365,278 ~~make continued listing~~ of the ~~Company’s~~PubCo ~~securities~~Ordinary ~~inadvisable~~Shares orto ~~unwarranted in the opinion of the Panel. Any compliance document will also~~ be ~~subject~~delivered to ~~review by the Panel during the Exception Period, and the Panel reserves the right to request additional information before determining compliance by the Company with the terms of the exception~~Sponsor.

~~Forward-Looking~~Item ~~Statements~~7.01. Regulation FD Disclosure.

~~Certain~~On ~~statements~~October ~~made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933~~11, ~~as amended~~2024, ~~Section~~ ~~21E~~Coincheck ofissued ~~the~~a ~~Securities~~press ~~Exchange~~release ~~Act~~announcing ~~of 1934, as amended, and~~ the ~~“safe harbor” provisions under the Private Securities~~ ~~Litigation~~execution ~~Reform Act~~ of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of these words or similar expressions (or the ~~negative~~Third ~~versions~~Amendment ~~of such words or expressions), as they relate~~ to ~~the~~Business ~~Company~~Combination ~~or its management team, are intended to identify forward-looking statements~~Agreement. ~~Many~~A ~~factors~~copy could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability to resolve the deficiency under the Rule and regain compliance with the Rule. Such forward-looking statements are based on the beliefs of ~~management, as well as assumptions made by, and information currently available to,~~ the ~~Company’s~~press ~~management.~~release ~~Forward-looking statements~~is ~~are~~attached ~~not~~hereto guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s final prospectus for its initial public offering filed with the SEC on June 30, 2021, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as ~~filed~~Exhibit ~~with the SEC on April~~ 99.1, ~~2024,~~ and ~~other~~ ~~documents~~is ofincorporated ~~the~~herein Company filed, or to be filed, with the SEC, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by ~~this paragraph~~reference. ~~The Company undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.~~

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.

~~SIGNATURES~~Additional Information and Where to Find It

~~Pursuant~~In connection with the proposed business combination, the parties will file relevant materials with the SEC, including a registration statement on Form F-4 filed by CCG, which will include a proxy statement/prospectus of THCP, and other documents regarding the proposed business combination with the SEC. CCG filed a preliminary proxy statement prospectus on Form F-4 with the SEC on May 7, 2024, as subsequently amended. THCP’s shareholders and other interested persons are advised to read the ~~requirements~~preliminary proxy statement/prospectus and the amendments thereto and, when available, the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials contain and will contain important information about CCG, Coincheck, Inc. (“Coincheck”), THCP and the proposed business combination. Promptly after the Form F-4 is declared effective by the SEC, THCP will mail the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the ~~Securities~~proposed ~~Exchange~~business ~~Act~~combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of ~~1934~~THCP are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the ~~registrant~~SEC, ~~has~~as ~~duly~~well ~~caused~~as ~~this~~any ~~report~~amendments or supplements to bethese ~~signed~~documents, onbecause ~~its~~they ~~behalf~~will contain important information about the proposed business combination. The documents filed by THCP with the ~~undersigned~~SEC ~~hereunto~~may be obtained free of charge at the SEC’s website at www.sec.gov, ~~duly~~or ~~authorized~~by directing a request to Thunder Bridge Capital Partners IV, Inc., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Secretary, (202) 431-0507.

~~Date: September 13, 2024~~1

~~THUNDER~~Participants ~~BRIDGE~~in ~~CAPITAL PARTNERS IV, INC. By: /s/ Gary A. Simanson Name: Gary A. Simanson Title: Chief Executive Officer~~Solicitation

2THCP and its directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in THCP will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about THCP’s directors and executive officers and their ownership of THCP common stock is set forth in the THCP prospectus, dated June 29, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.

CCG, Coincheck and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of THCP in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Coincheck’s industry and market sizes, future opportunities for CCG, Coincheck and THCP, Coincheck’s estimated future results and the proposed business combination between THCP and Coincheck, including the implied enterprise value, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in THCP’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of THCP’s shareholders, the failure to achieve the minimum amount of cash available following any redemptions by THCP shareholders, redemptions exceeding a maximum threshold or the failure to meet Nasdaq listing standards in connection with the consummation of the contemplated transactions; costs related to the transactions contemplated by the Business Combination Agreement; a delay or failure to realize the expected benefits from the proposed business combination; risks related to disruption of management’s time from ongoing business operations due to the proposed business combination; changes in the cryptocurrency and digital asset markets in which Coincheck competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in domestic and global general economic conditions, risk that Coincheck may not be able to execute its growth strategies, including identifying and executing acquisitions; risk that Coincheck may not be able to develop and maintain effective internal controls; and other risks and uncertainties indicated in THCP’s final prospectus, dated June 29, 2021, for its initial public offering, and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in THCP’s other filings with the SEC. CCG, THCP and Coincheck caution that the foregoing list of factors is not exclusive.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about THCP and Coincheck or the date of such information in the case of information from persons other than THCP or Coincheck, and we disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Coincheck’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

No Offer or Solicitation

This current report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This current report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be 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. 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, or an exemption therefrom.

No Assurances

There can be no assurance that the proposed business combination will be completed, nor can there be any assurance, if the proposed business combination is completed, that the potential benefits of combining the companies will be realized.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Third Amendment to Business Combination Agreement, dated as of October 8, 2024, by and among Thunder Bridge Capital Partners IV, Inc., Coincheck Group B.V., M1 Co G.K., Coincheck Merger Sub, Inc., and Coincheck, Inc.

99.1		Press Release dated October 11, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THUNDER BRIDGE CAPITAL PARTNERS IV, INC.

	By:	/s/ Gary Simanson
		Name:	Gary Simanson
		Title:	Chief Executive Officer

Dated: October 11, 2024

Filing Compare · Thunder Bridge Capital Partners IV, Inc.