Simpson Thacher, Mori Hamada, Anderson Mori and Allen & Overy Advise on SPAC Merger and Listing by Japanese Cryptocurrency Exchange Coincheck

Japanese cryptocurrency exchange Coincheck will soon be listing in the U.S. via a merger with American special purpose acquisition company (SPAC) Thunder Bridge Capital Partners IV, in a $1.25 billion deal.

The transaction, expected to close in the second half of this year, will create a merged entity named Coincheck Group NV.

Simpson Thacher & Bartlett, Big Four Japanese firm Anderson Mori & Tomotsune, and Dutch firm De Brauw Blackstone Westbroek N.V. are advising Coincheck and its Japanese financial services parent company, Monex Group.

The Simpson Thacher team on the deal was led by Tokyo partner Alan Cannon and Patrick Naughton in New York. Back in 2011, Simpson Thacher acted for Monex on its $411 million acquisition of U.S. online brokerage firm, TradeStation Group, Inc. Last year, the firm then advised TradeStation on its $1.4 billion merger with New York-listed SPAC, Quantum FinTech Acquisition Corporation.

U.S. firms Nelson Mullins Riley & Scarborough and Littler Mendelson, Japanese Big Four firm Mori Hamada & Matsumoto and Allen & Overy are advising Thunder Bridge IV, a SPAC that listed on Nasdaq in June.

The Nelson Mullins team was led by partners Jonathan Talcott, Peter Strand, Mike Bradshaw and Richard Levin. The firm had previously advised Thunder Bridge on several of its corporate deals in the U.S., including its $1.4 billion combination with Californian automotive semiconductor and software firm, indie Semiconductor, in 2020, and its $1 billion merger with automated technology solutions firm, Ay Dee Kay, last year.

With about 1.5 million customers, Tokyo-based Coincheck operates a marketplace for buying and selling cryptocurrencies and an exchange for digital asset.

Coincheck was acquired for about $34 million by Japanese online brokerage Monex Group in 2018, after the crypto firm was raided by Japan’s Financial Services Agency (FSA). The raid was the first of its kind in Japan.

Hackers had earlier victimized some 260,000 Coincheck customers by stealing about $530 million worth of the virtual currency. The FSA later issued a business improvement order to Coincheck and also ordered that the firm set up a risk-management system.

The SPAC deal and listing will give Monex 82% ownership of the combined company.

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