Simpson Thacher and Nelson Mullins lead Coincheck through SPAC merger

Simpson Thacher and Nelson Mullins lead Coincheck through SPAC merger

A large cast of international law firms is advising both entities in connection with the deal

Simpson Thacher & Bartlett and Nelson Mullins Riley & Scarborough are leading Tokyo-based cryptocurrency marketplace Coincheck through a special purpose acquisition (SPAC) merger with Thunder Bridge Capital Partners.

Worth $1.3bn, the transaction is expected to close in the second half of 2022. At that time, the combined company will list on the Nasdaq Global Select Market under the ticker symbol CNCK.

Providing there are no shareholder redemptions, the blank-check company is providing $237m in cash before expenses to the entity, which will become a publicly listed holding company domiciled in the Netherlands.

Gary Simanson, President and CEO of Thunder Bridge will run the merged company.

Simanson stated, "Thunder Bridge firmly believes that blockchain technology and digital assets will be a driving force in changing the financial services industry globally."

"We have patiently looked for the right entry point to allocate our focus, talents and financial resources to become global leaders in this evolution. Coincheck is exactly what we were looking for amid a global playing field," he added.

Oki Matsumoto, the CEO of Monex Group and Executive Director of Coincheck, said, "As the digital economic sphere becomes ever-flatter worldwide, it is an inevitable goal for us to develop the origination and exchange of digital assets."

Displaying his excitement, he said he was committed to, "Working with Thunder Bridge and Simanson and his team, who brings extensive experience in financial services mergers and acquisitions and deep knowledge and experience in global capital markets to create a new global Coincheck Group, with Coincheck as the cornerstone."

Meanwhile, Thunder Bridge is receiving legal advice from Nelson Mullins, Mori Hamada & Matsumoto, Littler Mendleson and Allen & Overy. On the other hand, Coincheck and its parent company, Monex, the online securities firm, are being counseled by Simpson Thacher, Anderson Mori & Tomotsune and Dutch law firm De Brauw Blackstone Westbroek.

The Simpson Thacher team includes mergers and acquisitions partners Alan Cannon and Patrick Naughton and counsel Jonathan Stradling. While Naughton and Stradling are based in Tokyo, Cannon is based in New York.

The Nelson Mullins team includes corporate and securities practice co-chair Jon Talcott and partners Peter Strand, Mike Bradshaw, Kaylen Loflin and Richard Levin. While Levin works at the firm's Denver office, others are based in Washington DC.