Nelson Mullins, Simpson Thacher lead Japan's Coincheck through $1.3bn SPAC merger

Allen & Overy, Mori Hamada & Matsumoto, Littler Mendleson, Anderson Mori & Tomotsune and De Brauw Blackstone Westbroek also act on merger with Thunder Bridge Capital Partners
Night cityscape of Tokyo

Tokyo Shutterstock; chanyut Sribua-rawd

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, when the combined company will list on the Nasdaq Global Select Market under the ticker symbol ‘CNCK’, Thunder Bridge announced this week. 

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

A large cast of international law firms is advising both parties in connection to the deal – Thunder Bridge is receiving legal advice from Nelson Mullins, Mori Hamada & Matsumoto, Littler Mendleson and Allen & Overy while Coincheck and its parent company, online securities firm Monex, are being counselled by Simpson Thacher, Anderson Mori & Tomotsune and Dutch firm De Brauw Blackstone Westbroek. 

The Simpson Thacher team advising Coincheck includes M&A partners Alan Cannon and Patrick Naughton as well as counsel Jonathan Stradling. Naughton and Stradling are based in Tokyo, while Cannon is based in New York. 

Nelson Mullins’ team, meanwhile, includes corporate and securities practice co-chair Jon Talcott and partners Peter Strand, Mike Bradshaw, Richard Levin and Kaylen Loflin. Levin is based in the firm’s Denver office, while the rest of the team is based in Washington DC. 

Mori Hamada and Anderson Mori did not immediately respond to a request for comment on their involvement in the transaction. 

Coincheck, which is one of Japan’s largest multi-cryptocurrency marketplaces and digital asset exchanges by verified market share, has a 24-hour trading volume of around $130, according to data by CoinGecko. It is regulated by Japan’s Financial Services Agency and currently boasts around 1.5 million active customers. The platform was acquired in 2018 by Monex, which hails as one of Japan’s first digital brokerage firms to list on the Tokyo Stock Exchange. 

Listing through a SPAC deal will deepen Coincheck’s access to the global crypto market as it looks to expand its platform for its customers in Japan with a more diverse range of products and digital solutions, the company said. Once the deal goes live, the combined company will be run by Thunder Bridge president and CEO Gary Simanson, who will become the new entity’s CEO. 

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

Oki Matsumoto, CEO of Monex Group and executive director of Coincheck, said global expansion was always in the cards for Coincheck. 

“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. To that end, I am excited and fully committed to working with Thunder Bridge and Gary and his team, who bring extensive experience in financial services M&A and deep knowledge and experience in global capital markets, to create a new global Coincheck Group, with Coincheck as the cornerstone,” he said. 

Simpson Thacher has assisted on a number of notable deals so far this year, including Blackstone’s $24bn recapitalisation of Mileway, the biggest operator of urban warehouses in Europe, in what is being called the largest private real estate transaction ever. The Wall Street firm was also revealed to be among the firms working on Microsoft's landmark $68.7bn acquisition of Activision Blizzard in January. The firm is advising Microsoft alongside Weil Gotshal & Manges while Skadden is advising Activision Blizzard. 



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