Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (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: April 28, 2022

 

DATABOOK Financial Results for Fiscal Year Ending March 31, 2022 April 27, 2022 Monex Group 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 . Table of Contents P.1 I. Market & Transaction Data P.2 ~ P. 6 II. Financial Data P.7 ~ P.23 1 © Monex Group, Inc.

 

II. Financial Data 7 © Monex Group, Inc.

 

Quarterly financial results by segment (Reclassified) Crypto Asset Segment 13 © Monex Group, Inc. (JPY million) FYE Mar.2021 FYE Mar.2022 4Q 1Q 2Q 3Q 4Q Brokerage commissions 22 12 7 8 5 Stocks and ETFs - - - - - Options and Futures - - - - - Cryptocurrency 22 12 7 8 5 Underwriting and distribution commissions - - - - - Subscription and distribution commissions - - - - - Other commissions 446 459 565 323 116 Margin forex trades commissions (OTC) - - - - - Margin transaction management fee / transfer fee - - - - - Mutual funds agency commissions - - - - - Others 446 459 565 323 116 Net trading income 13,751 12,171 7,074 4,447 2,451 Financial income - - - - - Sales - - 132 237 581 Other operating income 14 98 - 67 36 19 Total operating revenue 14,233 12,739 7,711 5,051 3,172 Financial expenses 1 1 1 1 2 Cost of sales - - 14 23 13 Total operating revenue after deducting financial expenses and cost of sales 14,233 12,739 7,695 5,027 3,160 Selling, general and administrative expenses 4,005 3,752 2,934 3,910 4,313 The amount equivalent to operating income 10,227 8,987 4,761 1,118 - 1,153 Other income - 1 10 77 - 1 54 Other expenses 3,610 1 7 1 - 27 Quarterly profit before income taxes 6,617 8,996 4,831 1,116 - 1,072 Income taxes 2,820 2,848 1,489 354 - 528 Quarterly profit 3,797 6,148 3,341 762 - 544 FYE Mar.2021 FYE Mar.2022 4Q 1Q 2Q 3Q 4Q Transaction - related expenses 2,028 1,854 1,568 2,387 1,343 Commissions paid 284 270 169 214 102 Exchange and association dues - - - - - Communication, freight and information expenses 111 138 135 171 183 Advertising expenses 1,629 1,441 1,259 1,992 1,053 Others 4 5 5 10 6 Compensation and benefits 839 783 479 582 2,018 Rental and maintenance 2 5 6 6 6 Rental expenses 1 5 6 6 6 Maintenance expenses 1 - 0 0 0 Data processing and office supplies 120 176 181 186 160 Data processing 120 176 181 186 160 Office supplies - - - - - Amortization and depreciation 98 97 100 103 300 Taxes other than income taxes 151 128 69 26 14 Other operating expenses 767 711 531 621 471 Total selling, general and administrative expenses 4,005 3,752 2,934 3,910 4,313 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 - 3,571 - - - - Equity in profits or losses of equity method investments - - - - - Impairment loss on non - financial assets - - - - - Others - 40 9 70 - 2 81 Total of other income and expenses - 3,611 9 70 - 2 81

 

Yearly financial results by segment (Reclassified) Crypto Asset Segment 20 © Monex Group, Inc. (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 68 About TradeStation Group Cautionary Statement Regarding Forward - Looking Statements This communication contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 199 5, as amended, that reflect TradeStation’s current views with respect to, among other things, the future operations and financial performance of TradeStation . Forward - looking statements in this communication may be identified by the use of words such as “anticipating,” “believes,” “can, ” “continue,” “continuously,” “enhance,” “expects,” “hope,” “in progress,” “intends,” “may,” “over time,” “planned,” “seeks,” “s hould,” “strategic,” “target,” “think,” “try,” “try to,” “will” and similar terms and phrases. Forward - looking statements contained in this communication include, but are not limited to, statements as to ( i ) TradeStation’s efforts regarding its revenue growth strategy, including the success of marketing expenditures and campaigns and approaches and its ability to grow its customer account base generally and the pace at which such growth is, or is not, accom pli shed, (ii) ongoing volume levels of customer trading activity and trading - related revenue generated, (iii) the success, or lack thereof, of TradeStation’s crypto account - opening/marketing promotion, and whether crypto customer accounts added through such promotion will provide further fund ing or deposits to, or trade in, such accounts, (iv) whether TradeStation’s planned product and service enhancements, including those recently launched or currently in progress, will be considered valuable or attractive by customers and customer prospects, or completed timely, or at all, and (v) whether federal fund target interest rates will continue to increase, and if so when, whether the effective inte re st rates will match the target rates, and whether TradeStation will be able to benefit through increased net interest income if those rates continue to increase. The forward - looking statemen ts contained in this communication are based on the current expectations of TradeStation and its management and are subject to risks and uncertainties. No assurance can be given that future developments affecting TradeStation will be those that are anticipated. Actual results may differ materially from current expectations due to changes in global, re gional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of TradeStation . Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual re sul ts may vary in material respects from those projected in these forward - looking statements. Factors that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Any forward - lo oking statement made in this communication speaks only as of the date hereof. TradeStation undertakes no obligation to update, revise or review any forward - looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applica ble securities laws. Trademarks, Trade Names and Service Marks This presentation includes trademarks, trade names and service marks that are the property of their respective owners, and ar e p rotected under applicable intellectual property laws. Proposed Business Combination As previously announced, TradeStation Group, Inc. (the “Company”) and Quantum FinTech Acquisition Corporation (“Quantum”) have entered into agreements to effect a business combination (the “Business Combination” ). This presentation does not constitute ( i ) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a so licitation of an offer to buy, or a recommendation to purchase, any securities of the Company, Quantum, the combined company or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Ac t of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which su ch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities co mmission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the mer its of the Business Combination or the accuracy or adequacy of this presentation. In connection with the proposed Business Combination between the Company and Quantum, the Company has filed a registration st ate ment on Form S - 4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that includes a pro xy statement / prospectus relating to the offer of the securities to be issued to Quantum. Investors, security holders and other interested per sons are advised to read the Registration Statement and proxy statement / prospectus and any amendments thereto, and other re lev ant documents that are filed with the SEC carefully and in their entirety because they will contain important information about the Company, Quantum and the pr opo sed Business Combination. The definitive proxy statement / prospectus will be mailed to stockholders of Quantum as of a recor d d ate to be established for voting on the proposed Business Combination. Investors, security holders and other interested persons will also be able to obtain co pie s of the Registration Statement and other documents containing important information about the Business Combination and the p art ies to the Business Combination once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to : Q uantum FinTech Acquisition Corp., 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607, Attention: Investor Relations or by email at IR@qftac or p.com. Quantum and the Company, their respective directors and executive officers and certain investors may be considered participan ts in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. Information abou t t he directors and executive officers of Quantum and their ownership is set forth in Quantum’s filings with the SEC, including its final prospectus relating to its in itial public offering in February 2021, which is available free of charge at the SEC’s website at www.sec.gov. Additional inf orm ation regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Quantum shareholders in connection with the proposed Bus iness Combination, including the Company’s directors and executive officers and certain investors, is contained in the Regist rat ion Statement for the Business Combination. 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 statemen t 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 registr ati on statement has been filed and declared effective by the U.S. Securities and Exchange Commission (“SEC”), THCP will mail a definitive proxy statement / prospect us to its stockholders as of the record date established for voting on the proposed business combination and the other proposals re garding the proposed business combination set forth in the proxy statement. CCG or THCP may also file other documents with the SEC regarding the proposed b usi ness combination. Before making any investment or voting decision, stockholders and other interested persons are advised to r ead , when available, the registration statement and preliminary proxy statement / prospectus and any amendments thereto, and the definitive pr oxy 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 / pro spe ctus 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: Th und er 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 stoc kh olders in connection with the proposed business combination. THCP’s stockholders and other interested persons may obtain, wit hou t 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 s toc kholders in connection with the proposed transaction will be set forth in the proxy statement / prospectus for the transactio n w hen available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be in clu ded in the proxy statement / prospectus filed with the SEC in connection with the proposed business combination.

 

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