Thunder Bridge Capital Partners (WA:CPAP) IV, Inc. (NASDAQ:THCP), a special purpose acquisition company with a market capitalization of $120.47 million, has entered into significant agreements and received shareholder approval for its proposed business combination with Coincheck, Inc., as per recent filings with the U.S. Securities and Exchange Commission (SEC). According to InvestingPro analysis, the stock appears to be overvalued at its current price of $12.85.
On Monday, Thunder Bridge disclosed a Non-Redemption Agreement with Ghisallo Master Fund LP, wherein Ghisallo agreed not to redeem over 970,000 shares of Thunder Bridge's Class A common stock at the upcoming Stockholder Meeting. In return, Thunder Bridge will compensate Ghisallo based on the redemption price of shares at the meeting.
Ghisallo has also committed to pay Thunder Bridge if they sell any of these shares within 90 days post-closing, or transfer any unsold shares back to Thunder Bridge at the end of this period. In addition, Thunder Bridge and related parties have signed a Business Combination Agreement Waiver, waiving certain closing conditions related to Thunder Bridge's available cash. Another amendment was made to the Company Support Agreement involving Monex Group, Inc., eliminating references to the Escrowed Company Shareholder Earn Out Shares.
The Stockholder Meeting held on Tuesday saw approval of the Business Combination with Coincheck, which includes the merger of Thunder Bridge and Coincheck, and Coincheck becoming a wholly-owned subsidiary of PubCo. Several governance proposals related to the structure and operations of the post-combination entity were also approved.
The market has responded positively to these developments, with InvestingPro data showing a remarkable 33.07% return over the past week and a 44.7% gain year-to-date. InvestingPro subscribers have access to 8 additional key insights about THCP's performance and outlook.
During the meeting, stockholders agreed to the 2024 Omnibus Incentive Plan, which will take effect after the business combination's closure. The Adjournment Proposal, which allows for the deferral of the meeting if necessary, was also sanctioned. A total of 5,000 shares of Class A common stock were redeemed in association with the Stockholder Meeting, with shareholders set to receive approximately $10.68 per share.
In other recent news, the correct figure is "more than an aggregate of 15%", not the previously stated "more than an aggregate of 20%". This development is part of a series of recent events, including the firm's successful extension of its Nasdaq listing following a favorable ruling from a Nasdaq Hearings Panel, which requires the company to complete a business combination with Coincheck Group and demonstrate compliance with all initial listing standards by January 2025.
Furthermore, the company has extended the deadline for completing the business combination with Coincheck Group from July 2024 to January 2025, following approval during a special meeting of stockholders. In addition, stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Following these developments, stockholders of 592,601 shares of Thunder Bridge Capital's Class A common stock exercised their redemption rights, resulting in approximately $6.3 million in redemptions.
After these redemptions, the company reports that 2,924,486 public shares remain issued and outstanding. These are the latest developments in Thunder Bridge Capital's ongoing business operations.
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