425 1 ea163760-425_coincheck.htm FORM 425

 

Filed by Coincheck Group B.V.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Thunder Bridge Capital Partners IV, Inc.

(Commission File No.: 001-40555)

Date: August 3, 2022

 

Financial Results for 1Q of Fiscal Year Ending March 31, 2023 Aug 3, 2022 Monex Group DATABOOK TSE Prime: 8698

 

 

This is an English translation of Japanese presentation material prepared in connection with the disclosure of the financial results of Monex Group, Inc . It includes information derived from the consolidated financial statements of Monex Group, Inc . which are prepared in accordance with International Financial Reporting Standards (“IFRSs”) . This material is not intended to recommend, conduct solicitation for any product or service, etc . <Forward - looking Statements> This presentation material contains forward - looking statements that are based on our current expectations, assumptions, estimates and projections about our industry and us . These forward - looking statements are subject to various risks and uncertainties . Generally, these forward - looking statements can be identified by the use of terms such as "may" "will" "expect" "anticipate" "estimate" "plan" and other similar words . These statements discuss future expectations, identify strategies, contain projections of results of operations or of our financial condition and state other "forward - looking" information . Our operations are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those contained in any forward - looking statement . © Monex Group, Inc. 1 Table of Contents P.1 I. Market & Transaction Data P.2 ~ P.6 II. Financial Data P.7 ~ P.23

 

 

I. Market & Transaction Data © Monex Group, Inc. 2

 

 

Market and Transaction Data (3) U.S., Crypto Asset, and Asia - Pacific Segment FYE Mar. 2021 FYE Mar. 2022 FYE Mar. 2023 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q U.S. Segment – TradeStation Group Customers’ Assets in Custody (*1) 723,418 825,182 955,641 1,144,240 1,262,119 1,254,015 1,413,790 1,463,980 1,263,405 Total accounts (*2) 117,947 125,315 131,431 145,887 156,961 162,751 173,837 183,403 189,127 DARTs Equities 90,278 129,130 157,454 180,574 132,374 119,804 123,763 126,650 123,539 Options 18,760 21,747 23,070 26,935 24,764 25,945 27,906 32,724 29,802 Futures 77,044 67,683 57,975 67,402 55,380 56,384 61,922 77,271 73,608 VIX VIX Close Average 34.50 25.81 25.62 23.20 18.00 18.29 19.27 25.37 27.35 Crypto Asset Segment (Coincheck) Customers’ Assets in Custody 83,952 106,813 183,953 435,934 329,345 444,547 441,362 481,024 233,357 Number of verified 958,145 992,021 1,035,942 1,204,500 1,354,927 1,430,308 1,534,173 1,620,025 1,705,307 Customer distribution Under 30 - - - - 60% 60% 59% 59% 58% 40s and 50s - - - - 35% 35% 36% 36% 37% Over 60 - - - - 5% 5% 5% 5% 5% Exchange Trading value (JPY 100million) 3,816 3,950 8,383 20,716 18,155 11,848 14,789 8,589 8,602 Market place Trading value (JPY 100million) 223 433 914 2,840 2,727 1,144 1,147 666 640 Asia - Pacific Segment - Monex Boom Securities+Monex Securities Australia Customers’ Assets in Custody (*1) (*2) 152,436 167,542 190,299 215,365 227,952 211,544 220,788 215,315 210,447 Accounts with balances 15,599 17,286 18,387 20,935 21,502 21,931 22,138 22,384 22,829 DARTs 3,726 4,713 4,316 6,886 3,831 4,226 3,550 3,802 3,372 (*1) Customers’ Assets in custody of TradeStation Group, Inc. and Asia - Pacific segment include the balance of foreign stocks and some deposits of each company. (*2) The number of total accounts in 3Q and 4Q of FYE Mar. 2022 have been modified. 3 © Monex Group, Inc.

 

 

Market and Transaction Data (4) © Monex Group, Inc. 4 Number of Employees FYE Mar. 2021 FYE Mar. 2022 FYE Mar. 2023 1Q End 2Q End 3Q End 4Q End 1Q End 2Q End 3Q End 4Q End 1Q End Japan Segment 405 408 410 404 420 421 469 466 480 Monex Group, Inc. 51 49 46 46 42 44 47 45 46 Monex, Inc. 327 329 332 326 344 341 342 339 349 Others 27 30 32 32 34 36 80 82 85 U.S. Segment 493 495 511 525 585 673 714 749 777 Asia - Pacific Segment 53 53 51 53 53 50 54 53 53 Crypto Asset Segment 128 129 134 147 152 174 186 212 235 Total 1,079 1,085 1,106 1,129 1,210 1,318 1,423 1,480 1,545

 

 

II. Financial Data © Monex Group, Inc. 5

 

 

Quarterly financial results by segment (Reclassified) Crypto Asset Segment © Monex Group, Inc. 6 (JPY million) FYE Mar.2022 FYE Mar.2023 1Q 2Q 3Q 4Q 1Q Brokerage commissions 12 7 8 5 4 Stocks and ETFs - - - - - Options and Futures - - - - - Cryptocurrency 12 7 8 5 4 Underwriting and distribution commissions - - - - - Subscription and distribution commissions - - - - - Other commissions 459 565 323 116 254 Margin forex trades commissions (OTC) - - - - - Margin transaction management fee / transfer fee - - - - - Mutual funds agency commissions - - - - - Others 459 565 323 116 254 Net trading income 12,171 7,074 4,447 2,451 2,343 Financial income - - - - - Sales - 132 237 581 591 Other operating income 98 - 67 36 19 - Total operating revenue 12,739 7,711 5,051 3,172 3,191 Financial expenses 1 1 1 - 2 0 Cost of sales - 14 23 13 29 Total operating revenue after deducting financial expenses and cost of sales 12,739 7,695 5,027 3,160 3,162 Selling, general and administrative expenses 3,752 2,934 3,910 4,313 2,682 The amount equivalent to operating income 8,987 4,761 1,118 - 1,153 479 Other income 10 77 - 1 54 11 Other expenses 1 7 1 - 27 75 Quarterly profit before income taxes 8,996 4,831 1,116 - 1,072 415 Income taxes 2,848 1,489 354 - 528 148 Quarterly profit 6,148 3,341 762 - 544 268 FYE Mar.2022 FYE Mar.2023 1Q 2Q 3Q 4Q 1Q Transaction - related expenses 1,854 1,568 2,387 1,343 918 Commissions paid 270 169 214 102 113 Exchange and association dues - - - - - Communication, freight and information expenses 138 135 171 183 204 Advertising expenses 1,441 1,259 1,992 1,053 591 Others 5 5 10 6 10 Compensation and benefits 783 479 582 2,018 571 Rental and maintenance 5 6 6 6 11 Rental expenses 5 6 6 6 10 Maintenance expenses - 0 0 0 1 Data processing and office supplies 176 181 186 160 244 Data processing 176 181 186 160 244 Office supplies - - - - - Amortization and depreciation 97 100 103 300 112 Taxes other than income taxes 128 69 26 14 16 Other operating expenses 711 531 621 471 811 Total selling, general and administrative expenses 3,752 2,934 3,910 4,313 2,682 Gain or loss on valuation of investments in securities - - - - - Gain or loss on sales of investments in securities - - - - - Dividends income - - - - - Loss on disposal on fixed assets - - - - - Change in Fair value of Contingent consideration - - - - - Equity in profits or losses of equity method investments - - - - - Impairment loss on non - financial assets - - - - - Others 9 70 - 2 81 - 64 Total of other income and expenses 9 70 - 2 81 - 64

 

 

Yearly financial results by segment (Reclassified) Crypto Asset Segment © Monex Group, Inc. 7 (JPY million) FYE Mar.2021 FYE Mar.2022 Variance Change Brokerage commissions 40 31 - 10 - 23.8% Stocks and ETFs - - - - Options and Futures - - - - Cryptocurrency 40 31 - 10 - 23.8% Underwriting and distribution commissions - - - - Subscription and distribution commissions - - - - Other commissions 812 1,463 651 80.1% Margin forex trades commissions (OTC) - - - - Margin transaction management fee / transfer fee - - - - Mutual funds agency commissions - - - - Others 812 1,463 651 80.1% Net trading income 19,960 26,144 6,185 31.0% Financial income - - - - Sales - 950 950 - Other operating income 14 85 71 498.3% Total operating revenue 20,826 28,673 7,847 37.7% Financial expenses 5 1 - 4 - 76.1% Cost of sales 51 51 - Total operating revenue after deducting financial expenses 20,822 28,621 7,799 37.5% Selling, general and administrative expenses 7,129 14,909 7,780 109.1% The amount equivalent to operating income 13,693 13,712 20 0.1% Other income 5 139 134 2,436.8% Other expenses 3,831 - 18 - 3,849 - 100.5% Profit before income taxes 9,868 13,870 4,002 40.6% Income taxes 3,398 4,163 765 22.5% Profit 6,469 9,707 3,238 50.0% FYE Mar.2021 FYE Mar.2022 Variance Change Transaction - related expenses 2,878 7,151 4,274 148.5% Commissions paid 485 755 269 55.5% Exchange and association dues - - - - Communication, freight and information expenses 322 627 304 94.3% Advertising expenses 2,055 5,745 3,690 179.6% Others 15 25 10 64.7% Compensation and benefits 2,047 3,861 1,814 88.6% Rental and maintenance 3 22 20 761.7% Rental expenses 2 22 20 1,009.6% Maintenance expenses 1 1 0 3.0% Data processing and office supplies 328 703 375 114.1% Data processing 328 703 375 114.1% Office supplies - - - - Amortization and depreciation 368 600 232 63.2% Taxes other than income taxes 222 237 15 6.9% Other operating expenses 1,284 2,333 1,049 81.7% Total selling, general and administrative expenses 7,129 14,909 7,780 109.1% Gain or loss on valuation of investments in securities - - - - Gain or loss on sales of investments in securities - - - - Dividends income - - - - Loss on disposal on fixed assets - - - - Change in Fair value of Contingent consideration - 3,788 - 3,788 - Equity in profits or losses of equity method investments - - - - Impairment loss on non - financial assets - - - - Others - 37 157 194 - Total of other income and expenses - 3,825 157 3,983 -

 

 

Disclaimer 8 About Coincheck Important Information About the Business Combination and Where to Find It In connection with the proposed business combination in connection with to the business combination agreement among Coincheck, Inc. (“Coincheck”), Coincheck Group B.V. (“CCG”), Thunder Bridge Capital Partners IV, Inc. (“THCP”) and others, CCG intends to file a registration statement on Form F - 4 that will include a preliminary proxy statement to be distributed to stockholders of THCP in connection with THCP’s solicitation of proxies for the vote by its stockholders with respect to the proposed business combination. After the registration statement has been filed and declared effective by the U.S. Securities and Exchange Commission (“SEC”), THCP will mail a definitive proxy statement / prospectus to its stockholders as of the record date established for voting on the proposed business combination and the other proposals regarding the proposed business combination set forth in the proxy statement. CCG or THCP may also file other documents with the SEC regarding the proposed business combination. Before making any investment or voting decision, stockholders and other interested persons are advised to read, when available, the registration statement and preliminary proxy statement / prospectus and any amendments thereto, and the definitive proxy statement / prospectus in connection with THCP’s solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the proposed business combination because these materials will contain important information about CCG, Coincheck, THCP and the proposed transaction. Stockholders will also be able to obtain a copy of the preliminary proxy statement / prospectus and the definitive proxy statement / prospectus once they are available, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Thunder Bridge Capital Partners IV, Inc., 9912 Georgetown Pike, Suite D203, Great Falls, VA 22066. Participants in the Solicitation CCG, Coincheck and THCP and their respective directors and officers may be deemed participants in the solicitation of proxies of THCP’s stockholders in connection with the proposed business combination. THCP’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Coincheck and THCP at Coincheck’s website at corporate.coincheck.com, or in THCP’s registration statement on Form S - 1 filed on June 21, 2021, respectively. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to THCP’s stockholders in connection with the proposed transaction will be set forth in the proxy statement / prospectus for the transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement / prospectus filed with the SEC in connection with the proposed business combination. Forward - Looking Statement This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, that reflects the current views with respect to, among other things, the future operations and financial performance of the Company, THCP, Coincheck and CCG. Forward - looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,” “future,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include, but not limited to, estimated financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company, THCP, Coincheck, or CCG after completion of the proposed business combination are based on current expectations that are subject to risks and uncertainties. No assurance can be given that future developments affecting Company, THCP, Coincheck or CCG will be those that are anticipated. Actual results may differ materially from current expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of the Company, CCG, THCP and Coincheck. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward - looking statements. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement (the “Agreement”) and the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by the Agreement due to the failure to obtain approval of the stockholders of THCP or other conditions to closing in the Agreement; (3) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the Agreement; (4) the risk that the proposed transaction disrupts current plans and operations of Coincheck as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of CCG to grow and manage growth profitably, maintain relationships with customers and business partners and retain its management and key employees; (6) costs related to the proposed business combination; (7) changes in applicable laws or regulations; (8) the possibility that Coincheck may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the SEC by THCP or CCG. The Company cautions that the foregoing list of factors is not exhaustive. The recipient of this material should not place undue reliance upon any forward - looking statements, which speak only as of the date made. The Company, CCG, THCP and Coincheck undertake no commitment to update or revise the forward - looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. This material is an English translation of a Japanese announcement made on the date above. Although the Company intended to faithfully translate the Japanese document into English, the accuracy and correctness of this English translation is not guaranteed and thus you are encouraged to refer to the original Japanese document. This translation was made as a matter of record only and does not constitute an offer to sell or to solicit an offer to buy securities in the U.S.

 

 

© Monex Group, Inc. www.monexgroup.jp/