SecProbe.io

CORRESP
1
filename1.htm

    Simpson
                            Thacher & Bartlett llp

    gaikokuho
    jimu bengoshi jimusho

    ark
        hills sengokuyama mori tower 41st floor

    9-10,
    roppongi 1-chome

    minato-ku,
    tokyo 106-0032, japan

    telephone:
        +81-3-5562-6200

    facsimile:
    +81-3-5562-6202

July
31, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street, NE

Washington,
DC 20549

Attention:

Lulu
Cheng

J.
Nolan McWilliams

 Re: Coincheck
Group B.V.

Amendment
No. 1 to

Registration
Statement on Form F-4

Filed
May 7, 2024

File
No. 333-279165

Ladies and
Gentlemen:

On
behalf of Coincheck Group B.V. (the “CCG”), we are concurrently transmitting herewith Amendment No. 1 (“Amendment No.
1”) to the Registration Statement on Form F-4 (the “Registration Statement”) filed by the Company to the U.S. Securities
and Exchange Commission (the “Commission”) on May 7, 2024. The Registration Statement includes disclosure regarding the operations
of, and consolidated financial statements for, Coincheck, Inc. (the “Company”). In this letter, we respond to the comments
of the staff of the Commission (the “Staff”) contained in the Staff’s letter dated July 8, 2024 (the “Letter”).
The numbered paragraphs below correspond to the numbered comments in the Letter, and the Staff’s comments are presented in bold
italics.

In
addition to addressing the comments raised by the Staff in the Letter, the Company has revised the Registration Statement to update certain
other disclosures, including to update the Company’s disclosure to include its financial results for the fiscal year ended March
31, 2024.

    BEIJING
    Brussels
    HONG KONG
    Houston
    LONDON
    Los Angeles
    New York
    Palo Alto
    SÃo
    Paulo
    Washington,
    D.C.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 2

Registration
Statement on Form F-4 filed May 7, 2024

General

 1. Please note
                                            that we continue to consider your accounting policies and disclosure detailed in your prior
                                            responses and may have further comment.

In
response to the Staff’s comment, the Company acknowledges that there may be further comments in connection with the Company’s
accounting policies and the disclosure provided in prior responses.

 2. You state
                                            that Goldman Sachs & Co. LLC notified Thunder Bridge that it terminated its engagement
                                            as financial advisor in the transaction. Please provide us with any correspondence between
                                            Goldman Sachs and Thunder Bridge relating to Goldman Sachs’s resignation. Additionally,
                                            tell us whether Goldman Sachs was involved in the preparation of any disclosure that is included
                                            in the registration statement, or material underlying disclosure in the registration statement,
                                            including but not limited to the disclosure regarding the summary of the financial analyses
                                            prepared by Coincheck’s management and reviewed by the board of directors of Thunder
                                            Bridge or the projected financial information of Coincheck. If Goldman Sachs was involved
                                            in preparing this disclosure, include a risk factor describing their role in connection with
                                            the preparation of the registration statement and the valuation of Coincheck and that they
                                            disclaim any liability in connection with that disclosure included in the registration statement.
                                            If applicable, please also disclose the rationale for continuing to rely on information disclaimed
                                            by the professional organization associated with or responsible for that information. Please
                                            also caution investors that they should not place any reliance on the fact that Goldman Sachs
                                            has been previously involved with the transaction.

In
response to the Staff’s comment, the Company has provided under separate cover the termination letter and resignation letter,
each from Goldman Sachs to Thunder Bridge. Goldman Sachs was not responsible for the preparation of any disclosure that is included
in the Registration Statement, or any analysis underlying such disclosure. Together with all other members of the transaction
working group, Goldman Sachs received drafts of the Registration Statement prepared by the parties and provided limited comments in
the ordinary course. In further response to the Staff’s comment, the Company has revised the disclosure on pages 86 and 87 of
Amendment No. 1.

 3. Please provide
                                            us with the engagement letter between Thunder Bridge and Goldman Sachs. Please disclose any
                                            ongoing obligations of Thunder Bridge under the engagement letter that will survive the termination
                                            of the engagement, such as indemnification provisions, rights of first refusal, and lockups,
                                            and discuss the impacts of those obligations on Thunder Bridge.

In
response to the Staff’s comment, the Company has provided under separate cover the engagement letter between Goldman Sachs and
Thunder Bridge. In further response to the Staff’s comment, the Company has revised the disclosure on pages 153 and 154 of Amendment No. 1.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 3

 4. Please disclose
                                            whether Goldman Sachs assisted in the preparation or review of any materials reviewed by
                                            the Thunder Bridge board of directors or management as part of their services to Thunder
                                            Bridge and whether Goldman Sachs has withdrawn its association with those materials and notified
                                            Thunder Bridge of such disassociation. For context, include that there are similar circumstances
                                            in which a financial institution is named and that the firm’s resignation indicates
                                            it is not willing to have the liability associated with such work in this transaction.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 153 and 154 of Amendment No. 1.

 5. Please discuss
                                            any potential impact on the transaction related to the resignation of Goldman Sachs. If Goldman
                                            Sachs would have played a role in the closing, identify the party who will be filling that
                                            role. Also disclose any fees paid or due to Goldman Sachs in connection with its role as
                                            a financial advisor to Thunder Bridge and whether Goldman Sachs performed substantially all
                                            the work to earn its fees. If any of these fees will be forfeited by the firm’s resignation,
                                            please disclose this information.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 153 and 154 of Amendment No. 1

Frequently
Used Terms, page 3

 6. We note
                                            your response to prior comment 31 and the added disclosure on page 4 related to Customers
                                            (or users). Your disclosure seems to imply that for the purposes of your audited consolidated
                                            financial statements and unaudited interim consolidated financial statements, the term “customer”
                                            may include all parties that utilize the services provided on crypto asset platforms regardless
                                            of whether they meet the definition of a customer under IFRS 15. Please revise your disclosures
                                            to clarify that for purposes of Coincheck’s audited consolidated financial statements
                                            and unaudited interim consolidated financial statements included elsewhere in this proxy
                                            statement/prospectus, “customers or users” refer to parties that meet the definition
                                            of a customer under IFRS 15.

In response to the Staff’s comment, the Company
has revised the disclosure on page 4 of Amendment No. 1 to clarify the definition of “customers or users” in the Company’s
audited financial statements.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 4

Summary
of the Proxy Statement/Prospectus

The
Proposals to be Submitted at the Stockholders Meeting

Proposal
No. 1 The Business Combination Proposal

Business
Combination Agreement, page 12

 7. Please enhance
                                            your disclosures to clarify how the 125 million of PubCo Ordinary Shares reconciles to related
                                            disclosures on pages 21 and 31.

In
response to the Staff’s comment, the Company has revised the disclosure on page 13 of Amendment No. 1.

Comparative
Per Share Information, page 21

 8. Please enhance
                                            to disclose the respective parties’ underlying holdings for combined pro forma common
                                            stock issued and outstanding, including how such amounts reconcile to related disclosures
                                            on page 31. Also clarify why Thunder Bridge’s historical shares issued and outstanding
                                            of 6,561,250 excludes 3,517,087 of redeemable stock which footnote 1 discloses are included.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 22 and 32 of Amendment No. 1 to reflect only
Class A shares, consistent with the presentation of the table. The Company notes that while the table on page 22 no longer references
the Class B shares, these shares reconcile as follows, wherein the total shares from page 32 less earnout shares as referenced in footnote
4 to the table equal the 129,708,075 shares disclosed under the Maximum Redemption Scenario within the unaudited pro forma condensed
combined financial information:

    From page 32 of Amendment No. 1
    Less Earnouts

    Monex
      131,352,978
      (25,000,000 )
      106,352,978

    Other Coincheck
      16,234,638
      —
      16,234,638

    Thunder Bridge Public
      2,924,486
      —
      2,924,486

    Thunder Bridge Sponsor
      6,561,251
      (2,365,278 )
      4,195,973

      129,708,075

Unaudited
Pro Forma Condensed Combined Financial Information, page 133

 9. Please revise
                                            your description of the business combination to include a discussion of each discrete transaction
                                            you will undertake to effect the reorganization and Business Combination. In your revised
                                            disclosure, consider adding a table to reflect the number of shares exchanged for each step
                                            of the business combination. In addition, please clarify for us how each discrete transaction
                                            has been reflected in your pro forma financial statements.

In response to the Staff’s comment, the Company
has revised the disclosure beginning on page 135 of Amendment No. 1 to discuss the discrete steps to effect the reorganization and Business
Combination. The Company believes that the transaction has been appropriately reflected within the pro forma financial statements and
respectfully advises the Staff that the primary impact to the pro forma financial statements relates to the issuance of ordinary shares
of the Company outstanding immediately prior to the Share Exchange Effective Time which will be exchanged for PubCo Ordinary Shares, as
well as the issuance of Earn-Out shares. Because the impact to the pro forma financial statements is limited to the issuance of ordinary
shares of the Company outstanding immediately prior to the Share Exchange Effective Time and the issuance of Earn-Out shares, the Company
did not include a table to the pro forma financial statements.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 5

 10. We note
                                            the maximum redemption scenario presented in your pro forma financial statements results
                                            in a negative cash balance. We further note your disclosure in footnote K to your pro forma
                                            financial statements that the Business Combination Agreement includes a minimum cash condition.
                                            Please be advised the purpose of pro forma financial statements is to provide investors with
                                            sufficient information about the impact of probable transactions to allow them to make informed
                                            decisions. In this regard, it is not clear how you determined it is appropriate to present
                                            negative cash balances in the pro forma financial statements since it does not reflect outcomes
                                            that can occur. Please revise the pro forma financial statements to comply with Article 11
                                            of Regulation S-X or explain to us how and why you believe the current presentation is meaningful
                                            or appropriate.

In
response to the Staff’s comment, the Company has revised the pro forma financial statements to present accounts payable for any
unpaid costs at the close of the Business Combination. Additionally, with regard to the minimum cash condition, the Company has revised
disclosure in the footnote in Note L to its pro forma financial statements on page 144 of Amendment No. 1 to reflect the following:
“The Business Combination Agreement includes a minimum cash condition. This is a term that is defined contractually within the
Business Combination Agreement and may be waived by the parties to the Business Combination Agreement. As the minimum cash condition
may be waived and the transaction may close with cash below that level, the minimum has been ignored for the purposes of determining
the maximum redemptions that may occur.”

Proposals
to be Considered by Thunder Bridge’s Stockholders

Proposal No. 1 — The Business Combination Proposal

Dilution, page 160

 11. Please
                                            tell us and enhance your disclosures to clarify how you calculated the Sponsor’s investment
                                            per Founder Share of $0.004.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 88 and 163 of Amendment No. 1 to explain
that the Sponsor invested $6,505,055 in the equity of the Company, inclusive of the Founder Shares and the priv