Coincheck Group B.V. to become public on the Nasdaq through a De-SPAC with ThunderBridge Capital Partners IV, Inc.

TOKYO, March 22, 2022 - Monex Group, Inc. (headquarters: Tokyo, Japan; Representative
Executive Officer and CEO: Oki Matsumoto; “the Company”) announces that its Board of
Directors passed a resolution today approving a business combination agreement (the“Agreement”) among Coincheck, Inc. (headquarters: Tokyo, Japan; Representative Director &President: Satoshi Hasuo; “Coincheck”), Coincheck Group B.V. (headquarters: Amsterdam,
Netherlands; Managing Director: Akira Inoue; “CCG”), which will be a holding company of
Coincheck, Thunder Bridge Capital Partners Ⅳ, Inc. (headquarters: Virginia, United States;
President & CEO: Gary Simanson;“THCP”), a publicly listed special purpose acquisition company (“SPAC”) on the Nasdaq Global
Market (Nasdaq), and others, with the aim of CCG becoming a publicly traded company on Nasdaq(the “Transaction”). CCG will apply to be listed on Nasdaq under the ticker symbol “CNCK” in
2022 and expects to have an estimated implied equity value before the Transaction of
approximately US$1.25 billion (the total market value of the shares of Coincheck, which will be awholly-owned subsidiary of CCG, the “Pre-Money Equity Valuation”) plus potential earn-out (priceadjustment) consideration equal to a maximum of 50 million shares, which is valued at US$500
million (assume US$10 per share, which will be the initial share price for CCG shares).
CCG becomes a consolidated subsidiary of the Company, and Coincheck will be a wholly-owned
subsidiary of CCG. The continued growth of Coincheck and expansion of CCG will accelerate thegroup strategy of the Company.
1. Purpose of the Merger
To fulfill the Company’s goal to provide global financial products and advanced services toindividuals, the Company has developed a business portfolio that extends beyond domestic andinternational online brokerage to include blockchain and digital assets. With these technologicalinnovations and new products and services, the Company aims to support various activities ofindividuals in the new era. Under the corporate mission of facilitating the exchange of new values,
Coincheck has been creating services that are easy to use so that users can feel more familiar withthe exchange of new values created by the latest technology in digital assets and blockchain. With
the foundation of the digital asset trading service named Coincheck, Coincheck is also expanding its
business scope with the NFT marketplace Coincheck NFT (β version), and Coincheck IEO, aplatform which supports Initial Exchange Offerings (IEO), a community building and fundraising
method using digital assets. With the steady growth of the blockchain and digital asset market in
Japan, Coincheck has been a leader in the industry as an innovator with a strong customer base andbrand recognition, and is recently actively working on the creation of a digital economic sphere in
the "Web 3".
The society and economy related to blockchain and digital assets are still in the stage of significant
growth, and the world of token-based services, and NFTs, is expected to expand as a new economic
sphere in various forms and areas around the world. Coincheck will continue to grow its customer
base and revenue base in Japan and maintain its leading position, while providing various service
platforms as a gateway to the digital economic sphere and offering an “exchange of new values.”
Further, to accelerate the growth of the Company and Coincheck, we believe it is vital to pursue a
broader growth strategy, with new capabilities in the areas of digital assets, NFTs, blockchain, andinternational coverage. To that end, we have decided to establish CCG (which will become theintermediate holding company of Coincheck in the future through intra group reorganization that is
described in “2. Overview of the Transaction”), and to make CCG a publicly traded company on
Nasdaq, a U.S. stock exchange, through a merger with a U.S.-based SPAC (a “De-SPAC”
transaction). Working together with THCP, we will secure capital in the United States, the largest
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capital market in the world, and recruit talent globally to realize our global growth strategy and take
Coincheck to the next stage.
Since Coincheck’s acquisition in April 2018, the Company has been working to increase its
enterprise value in various ways. The Pre-Money Equity Valuation at present is approximately
US$1.25 billion plus earn-out of 50 million shares (US$500 million assuming US$10 per share) as
described in “4. Valuation of CCG”. Through an intra group reorganization, Coincheck will become
a wholly-owned subsidiary of CCG, and CCG is expected to be listed on Nasdaq through the DeSPAC transaction. We believe that we can further enhance the corporate value of CCG and
Coincheck as we realize our global growth strategy with CCG at the core. After the listing of CCG,
the Company will hold approximately 70% of CCG's shares (assuming no redemptions) and will
position CCG and Coincheck as important subsidiaries in the Company's group strategy, aiming tocontinuously improve the Group's corporate value over the mid- to long-term.
2. Overview of the Transaction
The first step of the Transaction is for Coincheck and CCG's wholly-owned subsidiary, M1 Co G.K.,
a godo kaisha (“M1 Co”), to conduct a share exchange under Japanese law to make Coincheck a
direct and wholly-owned subsidiary of M1 Co and CCG (the “Share exchange”). Further, to becomea publicly listed company, Coincheck Group B.V. through an organization change, will become
Coincheck Group N.V., a public limited company (the “Intra group reorganization” including theShare exchange). For the Transaction, CCG’s direct and wholly-owned subsidiary (formed for thesole purpose of the Merger), Coincheck Merger Sub, Inc. (headquarters: Delaware, United States;“Merger Sub”), and THCP will then conduct a reverse triangular merger, in which Merger Sub will
merge with and into THCP (the “Merger”), and THCP will be the surviving corporation in the
Merger. Shareholders of THCP will receive CCG shares as consideration in the Merger, and any
warrants to acquire THCP shares will be converted into warrants to acquire CCG shares. As a resultof the Merger, THCP will become a wholly-owned subsidiary of CCG. Meanwhile, the Company,
other persons holding Coincheck shares immediately before the Share Exchange and THCP
shareholders will all receive CCG shares. The Transaction is expected to be consummated in 2022.
In connection with the Merger, CCG will apply to be listed for trading on Nasdaq under ticker
symbol “CNCK”.
(Step 1)M1 Co and Coincheck will conduct a share exchange in which M1 Co will exchange shares of CCG
for the outstanding shares of Coincheck, making Coincheck a wholly-owned indirect subsidiary of
CCG. Through an organization change, Coincheck Group B.V. will become Coincheck Group N.V.,
a public limited liability company.
(Step 2)Merger Sub (a wholly-owned subsidiary of CCG) and THCP will conduct the Merger under
Delaware law, in which THCP will be the surviving corporation. As the result of the Merger, THCP
shareholders will receive CCG shares as consideration in the Merger, and any THCP warrants heldby holders thereof will be converted to warrants of CCG. In connection with the Merger, CCG will
apply to be listed for trading on Nasdaq.
Structure post-closing of the Merger2*1 As we expect already issued and allocated share options to be exercised prior to Step 1 of the
Merger, as of the effective time of the Merger, there will be Coincheck shareholders other than the
Company. Coincheck shareholders will also receive CCG shares through the Merger and at thetiming of the Merger close, they will hold approximately 9% of the CCG shares.
*2 The aggregate amount of cash held in THCP’s trust account was approximately US$237 million
as of September 30, 2021. CCG’s assets will increase by this aggregate amount less amounts used to
pay expenses related to the Transaction. The aggregate amount of cash held will increase, when
THCP gain additional funds, and will decrease when THCP’s shareholders request redemption.
*3 The above structure illustrates the CCG ownership ratio as of post-closing of the Merger and does
not reflect dilution due to share redemption by THCP shareholders, additional funds by new THCP
investors, earn-out provisions described below nor exercise of warrants. If we assume all earn-out
provisions described below are met and all warrants are exercised without share redemption by
THCP shareholders nor additional funds by new THCP shareholders, CCG ownership ratio would beapproximately 74.0%, other Coincheck shareholders approximately 9.1%, and THCP shareholders
approximately 16.9%.
*4 THCP will remain as a subsidiary of CCG for a period of time, and may be liquidated in the
future. Similarly, M1 Co will remain as a subsidiary of CCG for a period of time and may extinguish
due to a merger with and into Coincheck or by any other means, in the future.
3. Description of THCPThe Thunder Bridge team is well known for its deep knowledge and experience working in thefinancial services industry, as well as investing in fintech and other highly disruptive technologies.
With extensive experience in the U.S. capital markets and high level of enthusiasm for blockchain
and digital assets, THCP is a good match for Coincheck, CCG and the Company as CCG aims togrow globally.
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“I have a deep respect for Oki Matsumoto and for what he has achieved in his career. He has always
been a leader and at the forefront of the financial services industry. We are not only excited to be
partnering with Monex to bring CCG into the public markets to facilitate the next stage of growth
and to further unlock the digital asset economy for consumers and institutions in Japan, we are also
excited to partner with Oki Matsumoto to build a global digital platform under the Coincheck Group
name, This business combination and holding company structure makes it all possible” said Gary
Simanson, President & CEO of THCP.
4. Valuation of CCG
The Pre-Money Equity Valuation of CCG calculated based on its wholly-owned subsidiary
Coincheck’s business description, customer base, profit base and future prospect, is approximately
US$1.25 billion plus earn-out of 50 million shares (US$500 million assuming US$10 per share).
As described in "2. Overview of the Transaction", the Merger will be effective through a reverse
triangular merger between Merger Sub, a wholly-owned subsidiary of CCG, and THCP, using CCG
shares as consideration. Assuming none of the existing shareholders of THCP call for redemption of
THCP's shares, the number of outstanding shares of CCG will be 150.4 million shares, excluding
earn-outs and warrants, etc., as described below. Therefore, the estimated post-Merger equity
valuation of CCG will be approximately US$1.50 billion as CCG’s share will be issued at US$10
per share.
Based on the above assumptions, the Company's interest in CCG shares after closing of the Merger
is expected to be approximately 72.5%, without taking into account any dilution due to additional
funds by THCP’s investors, the issuance of earn-out shares or the exercise of warrants as described
below. If the warrants are exercised, then the Company’s interest in CCG shares could decline asmuch as approximately 70%, and if all earn-out provisions are met, interest could increase as muchas 74%For the purpose of making adjustments to the consideration payable to the Company and the othershareholders of Coincheck right after the share exchange after the closing of the Merger (Earn Out
clause), the Company and the other shareholders of Coincheck right after the share exchange will
receive earn-out consideration equal to a maximum of 50,000,000 shares of CCG, in each case upon
the following “triggering events”:••

prior to the fifth anniversary of the closing of the Merger, if CCG’s closing stock priceequal or exceeds US$12.50 over any twenty (20) trading days within the preceding thirty(30) consecutive trading days, 25,000,000 shares is granted.
prior to the fifth anniversary of the closing of the Merger, if CCG’s closing stock priceequals or exceeds US$15.00 over any twenty (20) trading days within the preceding thirty(30) consecutive trading days, 25,000,000 shares is granted.

TBCP IV, LLC, THCP sponsors, will receive earn-out consideration equal to a maximum of
2,365,278 shares of CCG, in each case upon the following “triggering events”:••

prior to the fifth anniversary of the closing of the Merger, if CCG’s closing stock priceequals or exceeds US$12.50 over any twenty (20) trading days within the preceding thirty(30) consecutive trading days, 1,182,639 shares is granted.
prior to the fifth anniversary of the closing of the Merger, if CCG’s closing stock priceequals or exceeds US$15.00 over any twenty (20) trading days within the preceding thirty(30) consecutive trading days, 1,182,639 shares is granted.
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With regard to the warrants of CCG that will be held by the warrant holders of THCP (4,860,168
warrants in total), the relevant warrant holders will have the right to acquire 1 share of CCG stock
per excise of a warrant (exercise price: US$11.50 per whole share, subject to adjustment under theterms of the warrants). The warrants are not exercisable until the later of July 2, 2022 or the date thatis 30 days after the closing of the Merger.
CCG shares held by the Company are subject to one year lock-up covenants from the closing of the
Merger, and will be released in accordance with the following terms and conditions:a) The lock-up for one third (1/3) of CCG shares held by the Company will be released on thefirst date on which the last reported price of CCG shares over any twenty (20) trading days
within the preceding thirty (30) consecutive trading days after the closing of the Merger isgreater than or equal to US$15.00, and the sales thereof can be made thereinafter;b) The lock-up for one third (1/3) of CCG shares held by the Company, in addition to (a), will
be released on the first date on which the last reported price of CCG shares over any twenty(20) trading days within the preceding thirty (30) consecutive trading days after the closingof the Merger is greater than or equal to US$17.50, and the sales thereof can be madethereinafter;c) The lock-up for remaining CCG shares (one third of the original possession) held by theCompany will be released on the first date on which the last reported price of CCG shares
over any twenty (20) trading days within the preceding thirty (30) consecutive trading days
after the closing of the Merger is greater than or equal to US$20.00, and the sales thereof
can be made thereinafter.
However, the Company cannot sell CCG shares during the period when trading is not permitted
under the law or CCG's insider trading regulations.
5. Use of proceeds
As described in "2. Overview of the Transaction", THCP has cash of US$237 million as of
September 30, 2021. The amount of cash held by THCP will decline due to the payment of expenses
related to the Transaction and the amount may further decrease depending on redemption requests
from existing THCP shareholders, while the amount may increase from additional funds from newinvestors while CCG considers its business plan with THCP. THCP plans to use the cash held
(excluding the payment of expense related to the Transaction and redemption request from THCP
shareholders), to strengthen Coincheck’s system infrastructure, develop new businesses, and conduct
marketing. We also consider M&A as one of the options to add new capabilities to our platform andrealize our growth strategy, and will continue to search for opportunities globally.
6. CCG and Coincheck’s future position within the Company
The Company plans to continue to hold a majority of CCG shares at least and support its growth as
an important subsidiary.
Upon closing of the Transaction, the Company will have a subsidiary that is publicly listed. For
effective and required corporate governance of CCG as a Nasdaq-listed company, CCG will have anaudit committee consisting of three independent directors that will focus on CCG’s financial
disclosures, internal controls, audit and other matters, including helping to ensure that related-party
transactions between the Company and CCG are fair and do not create inappropriate conflicts ofinterest for CCG as a company that will have shareholders other than the Company.
7. Closing conditions for the Merger
The closing of the Merger is subject to (i) the expiration of the restricted period under the Foreign
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Exchange and Foreign Trade Act, (ii) no Governmental Order enjoining or prohibiting theconsummation of the Transaction and no Governmental Authority having the power to regulate
Coincheck having opposed, and failed to withdraw its opposition to, the Transaction, (iii) THCP
having net tangible assets of at least US$5,000,001, (iv) approval of the Merger by the existing
shareholders of THCP, (v) approval of the Intra-group reorganization, the amendments to thegoverning documents of CCG, and the Merger by the Company as the sole shareholder of CCG, (vi)approval of the Merger by CCG as the sole shareholder of Merger Sub, (vii) approval of CCG
ordinary shares to be issued in connection with the Merger to be listed on the Nasdaq, (viii) the
effectiveness of the registration statement under the Securities Act with respect to the shares of CCG
ordinary stock and other securities to be issued in connection with the Merger, and the satisfaction ofother general closing conditions. Further Coincheck has a right to terminate the Merger in case
THCP does not have minimum total cash of US$100,000,000.
8. Impact on Financial Results
The Company and its related parties are studying the impact that the Transaction may have on eachline item of the Company’s consolidated balance sheet and consolidated income statement and will
announce detailed figures as soon as they reasonably become available.
9. Schedule of the Transaction
March 22, 2022

The Company’s Board resolution regarding the Transaction

March 22, 2022

The execution by the Company of relevant agreements regarding the Transaction

Future dates, such as the date of the SPAC’s shareholders’ meeting for the approval of the Merger andthe date for closing of the Transaction and listing on Nasdaq are not yet determined.
10. Overview of Coincheck Group B.V. (CCG) and Coincheck
Name

Coincheck Group B.V.

Headquarters

Amsterdam, Netherlands

Representative

Managing Director, Akira Inoue

Business

Holding company

CapitalEUR€0.01

EstablishedFebruary 18, 2022

Accounting period

March 31

Number of employees

0Major customer

Not applicable

Major bank

Not applicable

Major

Monex Group, Inc. 100% (as of March 22, 2022)

shareholders

and holding ratio
Relationship between

A wholly-owned subsidiary

the Company

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Name

Coincheck, Inc.

Headquarters

Tokyo Japan

Representative

Satoshi Hasuo, Representative Director & President

Business

Cryptocurrency exchange and R&D on new financial services

Capital

JPY100 million

Established

August 28, 2012

Accounting period

March 31

Number of employees

186 (as of December 31, 2021)

Major customer

Not applicable

Major bank

Not applicable

Major

Monex Group, Inc. 99.5% (as of June 28, 2021)

shareholders

and holding ratio

M1 Co G.K. 100% through the Merger

Relationship between

A wholly-owned subsidiary

the Company
11. Overview of the related parties of the Merger (THCP and Merger Sub)
Name

Thunder Bridge Capital Partners IV, Inc.

Headquarter9912 Georgetown Pike Suite D203 Great Falls, Virginia 22066

Representative

Gary Simanson, CEOBusiness

A blank check company for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses.

Capital

US$656 (as of September 30, 2021)

Established

January 7, 2021

Number of shares of

24,300,840 (as of September 30, 2021) *Only Class A

common stock issued
Accounting period

December 31

Number of employees

Undisclosed

Major customer

Not applicable

Major bank

J.P. Morgan Chase Bank, N.A.

Major

TBCP IV, LLC 21.7% (as of June 21, 2021)

shareholders

and holding ratio

Note: Gary Simanson additionally serves as the Managing Member of
TBCP IV

Relationship between

No capital relations

the Company
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Name

Coincheck Merger Sub, Inc.

Headquarter

Delaware, United States

Representative

Director, Akira Inoue

Business

Established for the sole purpose of the Transaction

Capital$10

EstablishedFebruary 25, 2022

Number of shares

1,000

issuedAccounting period

March 31

Number of employees

0Major customer

Not applicable

Major bank

Not applicable

Major

Coincheck Group B.V. 100%

shareholders

and holding ratio
Relationship between

Indirectly owned subsidiary

the Company
12. Financial position and operating results of the related parties to the Transaction in theimmediately preceding fiscal year
（１） CCGNo ended fiscal year yet as it was established in February, 2022.
（２） Coincheck (J-GAAP, JPY Million Yen)
March 2019

March 2020

March 2021

Total Asset

72,83475,678

485,777

Net Asset

2,540

2,827

13,150Total Revenue

2,115

3,814

20,825

Operating Profit△2,636369

13,772

Profit before income tax△2,640340

13,859Net Profit△2,743285

10,305

March 2019

March 2020

March 2021

Total Asset--

237,667,213

Net Asset--(12,017,302)

Total Revenue

-

-

0

（３） THCP (US-GAAP, U.S. dollar)

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Operating Profit--(503,494)

Profit before income tax--(500,652)

Net Profit--(500,652)（４） Coincheck Merger Sub, Inc.
No ended fiscal year yet as it was established in February, 2022.
13. Status after the Merger
Name

Coincheck Group B.V.
Note: Coincheck Group B.V. will become Coincheck Group N.V. byconducting an organizational change after the Merger.

Location

Amsterdam, the Netherlands

Representative

Not confirmed

Business

Holding company

Additional Capital

Approximately US$1.5 billion

Accounting period

March

14. Advisors
Simpson Thacher & Bartlett LLP, Anderson Mori & Tomotsune and De Brauw Blackstone Westbroek
N.V. are acting as legal advisors and JPMorgan Securities LLC is acting as sole financial advisor to
the Company.

Contact:

Akiko Kato

Yuki Nakano, Minaka Aihara

Corporate Communications Office

Investor Relations, Financial Control Department

Monex Group, Inc., +81-3-4323-8698

Monex Group, Inc., +81-3-4323-8698

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Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination, CCG intends to file a registration statement 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 registration statement has been filed and declared effectiveby the U.S. Securities and Exchange Commission (“SEC”), THCP will mail a definitive proxystatement / prospectus to its stockholders as of the record date established for voting on the proposedbusiness combination and the other proposals regarding the proposed business combination set forthin the proxy statement. CCG or THCP may also file other documents with the SEC regarding the
proposed business combination. Before making any investment or voting decision, stockholders andother interested persons are advised to read, when available, the registration statement and preliminary
proxy statement / prospectus and any amendments thereto, and the definitive proxy statement /prospectus in connection with THCP’s solicitation of proxies for the special meeting to be held toapprove 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 / prospectus andthe 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: Thunder 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 inthe solicitation of proxies of THCP’s stockholders in connection with the proposed businesscombination. THCP’s stockholders and other interested persons may obtain, without charge, moredetailed 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 June21, 2021, respectively.
Information regarding the persons who may, under SEC rules, be deemed participants in thesolicitation of proxies to THCP’s stockholders in connection with the proposed transaction will be set
forth in the proxy statement / prospectus for the transaction when available. Additional information
regarding the interests of participants in the solicitation of proxies in connection with the proposedtransaction will be included in the proxy statement / prospectus filed with the SEC in connection withthe proposed business combination.
Forward-Looking Statements
This document includes “forward looking statements” within the meaning of the “safe harbor”
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provisions of the United States Private Securities Litigation Reform Act of 1995, that reflects thecurrent views with respect to, among other things, the future operations and financial performance of
the Company, THCP, Coincheck and CCG. Forward-looking statements may be identified by the useof words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “could,” “continue,”“expect,” “estimate,” “may,” “plan,” “outlook,” “future,” and “project” and other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. Suchforward looking statements include, but not limited to, estimated financial information. Such forward
looking statements with respect to revenues, earnings, performance, strategies, prospects and otheraspects of the businesses of the Company, THCP, Coincheck, or CCG after completion of the proposedbusiness combination are based on current expectations that are subject to risks and uncertainties. No
assurance can be given that future developments affecting Company, THCP, Coincheck or CCG willbe those that are anticipated. Actual results may differ materially from current expectations due tochanges in global, regional or local economic, business, competitive, market, regulatory and otherfactors, many of which are beyond the control of the Company, CCG, THCP and Coincheck. Should
one or more of these risks or uncertainties materialize, or should any of the assumptions proveincorrect, actual results may vary in material respects from those projected in these forward-looking
statements. A number of factors could cause actual results or outcomes to differ materially from thoseindicated by such forward looking statements. These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of theBusiness Combination Agreement (the “Agreement”) and the proposed business combination
contemplated thereby; (2) the inability to complete the transactions contemplated by the Agreement
due to the failure to obtain approval of the stockholders of THCP or other conditions to closing in theAgreement; (3) the ability to meet Nasdaq’s listing standards following the consummation of thetransactions contemplated by the Agreement; (4) the risk that the proposed transaction disrupts current
plans and operations of Coincheck as a result of the announcement and consummation of thetransactions described herein; (5) the ability to recognize the anticipated benefits of the proposedbusiness combination, which may be affected by, among other things, competition, the ability of CCG
to grow and manage growth profitably, maintain relationships with customers and business partners
and retain its management and key employees; (6) costs related to the proposed business combination;(7) changes in applicable laws or regulations; (8) the possibility that Coincheck may be adversely
affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties
indicated from time to time in other documents filed or to be filed with the SEC by THCP or CCG.
The Company cautions that the foregoing list of factors is not exhaustive. The recipient of this material
should not place undue reliance upon any forward-looking statements, which speak only as of the datemade. The Company, CCG, THCP and Coincheck undertake no commitment to update or revise theforward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required by law.
This material is an English translation of a Japanese announcement made on the date above. Although
the Company intended to faithfully translate the Japanese document into English, the accuracy and11correctness of this English translation is not guaranteed and thus you are encouraged to refer to theoriginal Japanese document. This translation was made as a matter of record only and does notconstitute an offer to sell or to solicit an offer to buy securities in the U.S.

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