Thunder Bridge Capital Partners IV Inc.

12/12/2024 | Press release | Distributed by Public on 12/12/2024 15:16

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ghisallo Capital Management LLC
2. Issuer Name and Ticker or Trading Symbol
Thunder Bridge Capital Partners IV, Inc. [THCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
240 NEWBURY STREET, 2ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2024
(Street)
BOSTON, MA 02116
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/26/2024 S 27,000 D $11.362 973,000 I See footnotes(1)(2)
Class A Common Stock 12/05/2024 S 5,350 D $13.3188 967,650 I See footnotes(1)(2)
Class A Common Stock 12/06/2024 S 3,071 D $14.40 964,579 I See footnotes(1)(2)
Class A Common Stock 12/06/2024 S 4,868 D $14.2992 959,711 I See footnotes(1)(2)
Class A Common Stock 12/10/2024 S 1,000 D $13.75 958,711 I See footnotes(1)(2)
Class A Common Stock 12/10/2024 J 958,711 D (3) 0 I See footnotes(1)(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ghisallo Capital Management LLC
240 NEWBURY STREET, 2ND FLOOR
BOSTON, MA 02116
X
Germino Michael
240 NEWBURY STREET, 2ND FLOOR
BOSTON, MA 02118
X

Signatures

Ghisallo Capital Management LLC, By: /s/ Nicole Restivo, Chief Compliance Officer 12/12/2024
**Signature of Reporting Person Date
/s/ Michael Germino 12/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the closing of the business combination pursuant to the terms of the Business Combination Agreement, dated March 22, 2022, by and among Thunder Bridge Capital Partners IV, Inc. (the "Issuer"), Coincheck Group B.V., a Dutch private limited liability company ("PubCo"), M1 Co G.K., a Japanese limited liability company, Coincheck Merger Sub, Inc., a Delaware corporation, and Coincheck, Inc., a Japanese joint stock company, each Class A Ordinary Share of the Issuer held by the Ghisallo Funds (as defined below) was exchanged for one ordinary share of Pubco.
(2) The securities reported herein are held by certain funds (the "Ghisallo Funds") to which Ghisallo Capital Management LLC (the "Investment Manager"), a Delaware limited liability company, serves as investment advisor. Mr. Michael Germino ("Mr. Germino", and together with the Investment Manager, the "Reporting Persons") indirectly controls the Investment Manager.
(3) The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.