4//SEC Filing
Simanson Gary A 4
Accession 0001474506-24-000281
CIK 0001843993other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 5:26 PM ET
Size
11.4 KB
Accession
0001474506-24-000281
Insider Transaction Report
Form 4
Simanson Gary A
DirectorPresident and CEO10% Owner
Transactions
- Disposition to Issuer
Private Placement Units
2024-12-10−648,055→ 0 total(indirect: See footnote)→ Class A Common Stock (648,055 underlying) - Disposition to Issuer
Class A Common Stock
2024-12-10−6,561,250→ 0 total(indirect: See footnote)
TBCP IV, LLC
10% Owner
Transactions
- Disposition to Issuer
Private Placement Units
2024-12-10−648,055→ 0 total(indirect: See footnote)→ Class A Common Stock (648,055 underlying) - Disposition to Issuer
Class A Common Stock
2024-12-10−6,561,250→ 0 total(indirect: See footnote)
Footnotes (5)
- [F1]Pursuant to the Business Combination Agreement, dated March 22, 2022, as amended, by and among the Issuer, Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("PubCo") (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) ("HoldCo"), Coincheck Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) ("Coincheck") on December 10, 2024, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of PubCo. As a result of the Business Combination, each issued and outstanding share of Class A common stock of the Issuer was exchanged for an ordinary share of PubCo.
- [F2]Includes 648,055 shares of Class A common stock underlying Private Placement Units held by TBCP IV, LLC (the "Sponsor").
- [F3]Each Private Placement Unit consists of one share of Class A common stock and one-fifth of one warrant, each whole warrant exercisable to purchase one share of Class A common stock. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-254359) filed with the Securities and Exchange Commission on March 16, 2021 (the "Registration Statement").
- [F4]The reporting persons disposed of all Private Placement Units upon the consummation of the Issuer's Business Combination, which were automatically separated and exchanged into one ordinary share of PubCo and one-fifth of one warrant, each whole warrant exercisable to purchase one ordinary share of PubCo.
- [F5]The Sponsor is the record holder of the securities reported herein. Mr. Simanson, the President and Chief Executive Officer of the Issuer, is the managing member of the Sponsor and has sole voting and investment discretion with respect to the common stock held of record by the Sponsor. By virtue of this relationship, Mr. Simanson may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Documents
Issuer
Thunder Bridge Capital Partners IV, Inc.
CIK 0001843993
Entity typeother
Related Parties
1- filerCIK 0001339459
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 5:26 PM ET
- Size
- 11.4 KB