Thunder Bridge Capital Partners IV Inc.

12/12/2024 | Press release | Distributed by Public on 12/12/2024 16:27

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 *
Simanson Gary A
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)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
9912 GEORGETOWN PIKE, SUITE D203 		3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024
(Street)
GREAT FALLS, VA 22066 		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 12/10/2024 D(1) 6,561,250(1)(2) D (1) 0 (1) I See footnote(5)
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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
Private Placement Units (3) 12/10/2024 D 648,055 (3) (3) Class A Common Stock 648,055 (4) 0 (4) I See footnote(5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Simanson Gary A
9912 GEORGETOWN PIKE
SUITE D203
GREAT FALLS, VA 22066 		X X President and CEO
TBCP IV, LLC
9912 GEORGETOWN PIKE
SUITE D203
GREAT FALLS, VA 22066 		X

Signatures

/s/ Gary A. Simanson Gary A. Simanson 12/12/2024
**Signature of Reporting Person Date
/s/ Gary A. Simanson, Gary A. Simanson, Managing Member of TBCP IV, LLC 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) 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.
(2) Includes 648,055 shares of Class A common stock underlying Private Placement Units held by TBCP IV, LLC (the "Sponsor").
(3) 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").
(4) 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.
(5) 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.
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.