As filed with the Securities and Exchange Commission on August 28, 2025

Registration No. 333-284537

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

__________________________________________

COINCHECK GROUP N.V.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

__________________________________________

Coincheck Group N.V.
Nieuwezijds Voorburgwal 162
1012 SJ Amsterdam
The Netherlands
Jason Sandberg, Chief Financial Officer
coincheckIR@icrinc.com
+31 20-522-2555
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

__________________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

Copies to:

Mark Brod
Takahiro Saito
Jonathan G. Stradling
Simpson Thacher & Bartlett LLP
425 Lexington Avenue

New York, NY 10017
Telephone: +1-212-455-2000

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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†          The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, or SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

All of the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale by the Selling Securityholders of the securities being registered hereunder. With respect to the Ordinary Shares underlying the Warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Warrants to the extent such Warrants are exercised for cash. Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $55.9 million. However, whether warrantholders will exercise their Warrants, and therefore the amount of cash proceeds we would receive upon exercise, is dependent upon the trading price of the Ordinary Shares. Each Warrant will become exercisable for one Ordinary Share at an exercise price of $11.50. Therefore, if and when the trading price of the Ordinary Shares is less than $11.50, we expect that warrantholders would not exercise their Warrants. The Warrants may not be or remain in the money during the period they are exercisable and prior to their expiration and, therefore, it is possible that the Warrants may not be exercised prior to their maturity, even if they are in the money, and as such, may expire worthless with minimal proceeds received by us, if any, from the exercise of Warrants. To the extent that any of the Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise. As a result, we do not expect to rely on the cash exercise of Warrants to fund our operations. Instead, we intend to rely on other sources of cash discussed elsewhere in this prospectus to continue to fund our operations. See “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Our Ordinary Shares and Public Warrants are listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “CNCK” and “CNCKW,” respectively. Holders of Ordinary Shares and Public Warrants should obtain current market quotations for their securities. On August 26, 2025, the last reported sale prices for our Ordinary Shares and Public Warrants on Nasdaq were $4.90 per share and $0.69 per warrant, respectively.

The securities being registered for resale pursuant to this prospectus include Ordinary Shares and Private Warrants that were purchased at prices or received for consideration that may be significantly below the current trading prices of these securities on the open market, and the sale of which would result in certain Selling Securityholders realizing a significant gain. The BCA Selling Securityholders acquired the BCA Ordinary Shares covered by this prospectus at average prices ranging from $0.13 (¥18.86) per Ordinary Share to $1.55 (¥230.25) per Ordinary Share. By comparison, the offering price to public shareholders in Thunder Bridge’s initial public offering was $10.00 per unit, which consisted of one Ordinary Share and one fifth of one Public Warrant. Consequently, certain BCA Selling Securityholders may realize a positive rate for return on the sale of their Ordinary Shares covered by this prospectus even if the market price of the Ordinary Shares is below $10.00 per Ordinary Share.

The securities being registered hereby were (except for the Next Finance Acquisition Shares) acquired in connection with the Business Combination in exchange for equity interests held in either Coincheck, Inc. or the Sponsor, or for Private Placement Units purchased pursuant to the Placement Unit Purchase Agreement. The purchase prices paid by the BCA Selling Securityholders for the Ordinary Shares were calculated based on the sum total consideration each BCA Selling Securityholders paid for such exchanged equity interest or Private Placement Units in the amount as follow: (i) Monex Group, Inc. received 109,097,910 Ordinary Shares for an effective aggregate purchase price of ¥8,356,278,855 ($56,267,449), or ¥76.59 ($0.52) per share, based on consideration paid for the exchanged equity interest held in Coincheck, Inc., (ii) Koichiro Wada received 9,700,464 Ordinary Shares for an effective aggregate purchase price of ¥316,720,000 ($2,132,651), or ¥32.65 ($0.22) per share, based on consideration paid for the exchanged equity interest held in Coincheck, Inc., (iii) Yusuke Otsuka received 3,789,243 Ordinary Shares for an effective aggregate purchase price of ¥71,482,500 ($481,331), or ¥18.86 ($0.13) per share, based on consideration paid for the exchanged equity interest held in Coincheck, Inc. and (iv) the Sponsor received 4,195,973 Ordinary Shares (excluding 2,365,278 Ordinary Shares which the Sponsor received but forfeited and surrendered for no consideration) for an effective purchase price of ¥966,140,716 ($6,505,560), or ¥230.25 ($1.55) per share, based on consideration paid for the exchanged equity interest held in the Sponsor. The Sponsor also received 129,611 Private Warrants exercisable at $11.50 per share underlying its Private Placement Units.

Given the lower purchase prices that the BCA Selling Securityholders paid to acquire Ordinary Shares or Warrants compared to the current trading price of our Ordinary Shares or Warrants, these BCA Selling Securityholders are likely to earn a positive rate of return on their investment at current market prices. Based on the last reported sale price on August 26, 2025 of $4.90 (¥719.42) per Ordinary Share, the BCA Selling Securityholders would realize profits on the sale of their holdings as follows: (i) Monex Group would realize a

TABLE OF CONTENTS

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the SEC. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find Additional Information.” You should rely only on information contained in this prospectus and any prospectus supplement. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus and any prospectus supplement. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

The Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by the Selling Securityholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”

FREQUENTLY USED TERMS

Throughout this prospectus, unless otherwise designated or the context requires otherwise, the terms “we,” “us,” “our,” “the Company” and “our company” refer to Coincheck Group N.V. and its subsidiaries, which prior to the Business Combination was the business of Coincheck, Inc. (“Coincheck”), and “Coincheck Parent” refers to Coincheck Group N.V., and not to any of its subsidiaries.

The following terms are defined within, or otherwise referred to, in this prospectus.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

Coincheck Group N.V.

Following the Business Combination, we continue to qualify as a Foreign Private Issuer and prepared our audited consolidated financial statements, included in this prospectus, as of March 31, 2025 and 2024, and for each of the years in the three-year period ended March 31, 2025, in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards, as issued by the International Accounting Standards Board (“IASB”). The unaudited condensed consolidated interim financial statements of the Company as of June 30, 2025 and for the three months ended June 30, 2025 and 2024, included in this prospectus, have been prepared in accordance with the International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by IASB presentation. We use the Japanese yen (“¥”) as our reporting currency.

Accounting Treatment of the Business Combination

The Business Combination has been accounted for as a reverse recapitalization. Under this method of accounting, Thunder Bridge has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination has been treated as the equivalent of Coincheck issuing shares at the consummation of the Business Combination (the “Closing”) for the net assets of Thunder Bridge as of December 10, 2024, accompanied by a recapitalization. The net assets of Thunder Bridge have been stated at fair value, with no goodwill or other intangible assets recorded. This determination was based primarily on Coincheck’s stockholders immediately before Closing owning a majority of the voting power of the Company immediately following Closing.

The Business Combination is not within the scope of IFRS 3 since there was no change in control and Thunder Bridge did not meet the definition of a business in accordance with IFRS 3; as such, the Business Combination has been accounted for within the scope of IFRS 2. Any excess of fair value of Coincheck shares issued over the fair value of Thunder Bridge’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Non-IFRS Financial Measures

In addition to our results determined in accordance with IFRS, we present EBITDA and Adjusted EBITDA, non-IFRS measures, because we believe they are useful in evaluating our operating performance. EBITDA represents net profit (loss) for the period before the impact of taxes, interest, depreciation, and amortization of intangible assets, and Adjusted EBITDA represents EBITDA, further adjusted for transaction expenses that are directly attributable to the reverse recapitalization, as well as Nasdaq listing expenses.

We use EBITDA and Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that EBITDA and Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance. However, EBITDA and Adjusted EBITDA are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for our financial information presented in accordance with IFRS.

Rounding

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Fiscal Year

Our fiscal year begins on April 1 and ends on March 31 of the following year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this prospectus and our managements’ current intentions, expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside of our control. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in this prospectus under “Risk Factors” and include the following:

•        the price of crypto assets and volume of transactions on Coincheck’s platforms;

•        the development, utility and usage of crypto assets, and people’s interest in investing in them and trading them, particularly in Japan;

•        changes in economic conditions and consumer sentiment in Japan;

•        cyberattacks and security breaches on, or affecting, Coincheck’s platform;

•        the level of demand for any particular crypto asset or crypto assets generally;

•        costs, management integration and governance issues, failures to succeed as planned or estimated, dependence on third parties, new regulatory requirements, and other risks associated or connected to any mergers or acquisitions, or major strategic commercial or business ventures or arrangements, we undertake to expand or grow our business, both inside and outside of Japan;

•        changes to any laws or regulations in the United States, Japan or the Netherlands that are adverse to the Company, Coincheck, or either’s failure to comply with any laws or regulations;

•        administrative sanctions, including fines, or legal claims if we are found to have offered services in violations of the laws of jurisdictions other than Japan or to have violated international sanctions regimes;

•        Coincheck’s ability to compete and increase market share in a highly competitive industry;

•        Coincheck’s ability to introduce new products and services, timely or at all;

•        any interruptions in services provided by third-party service providers;

•        the status of any particular crypto asset as to whether it is deemed a “security” in any relevant jurisdiction;

•        legal, regulatory, and other risks in connection with Coincheck’s operation of the Coincheck NFT Marketplace that could adversely affect our business, operating results, and financial condition;

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Ordinary Shares and Warrants could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and any prospectus supplement also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus and any prospectus supplement. Wherever in this prospectus we use the terms “adverse effect,” “adversely affect(ed),” “adverse impact,” “adversely impact(ed),”or similar terms, you should read that to mean that such adverse effect or impact may be material to our business, financial condition, results or operation and/or prospects.

Risks Relating to Our Business, the Crypto Industry, and Crypto Assets

Our total revenue is substantially dependent on the prices of crypto assets and volume of transactions conducted on our Marketplace platform. If such prices or volumes decline, our business, operating results, and financial condition would be adversely affected, as well as our share price.

In the years ended March 31, 2023, 2024 and 2025, 98.9%, 99.6% and 99.6%, respectively, of our total revenue consisted of transaction revenue we derive from transactions on our Marketplace platform. Any declines in the volume of crypto asset transactions by retail investors in Japan, the prices of crypto assets we support, especially the ones our customers trade most frequently, or market liquidity for crypto assets generally, may result in lower revenue to us. Additionally, a decline in the number of our monthly users may negatively impact our volume of transactions. Prolonged volatility, or lack of volatility, in these markets can also have a significant impact on our share price. Ongoing volatility in the prices and volumes of crypto assets which result in volatile swings in our total revenue quarter-to-quarter may also result in volatility of our share price, including depreciation in our share price, and we cannot predict future crypto asset prices, trading volume or volatility and those factors will affect our share price. Volatility in our share price could negatively impact public market perception of our business, and our ability to raise equity financing and to acquire other businesses using our shares as consideration (in whole or in part).

The price of crypto assets, including Bitcoin and Ethereum, which constitute the majority of trading volume for our business, and associated demand for trading those and other crypto assets, have historically been volatile, and our revenue and operating results have often followed these price trends, meaning they tend to be more favorable as prices rise and less favorable as prices decline. Sharp declines in the prices of the crypto assets we have for our customers to trade, particularly Bitcoin and Ethereum, also result in a decline in our customer assets.

The price and trading volume of any crypto asset is subject to significant uncertainty and volatility, depending on a number of factors, including:

•        market conditions of, and overall sentiment towards, crypto assets;

•        changes in liquidity, market-making volume and trading activities;

•        trading activities on other crypto platforms worldwide, many of which may be unregulated, and may be subject to manipulative activities;

•        investment and trading activities of highly active retail and institutional users, speculators and miners;

•        the speed and rate at which crypto assets are able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, or usage worldwide, if at all;

•        decreased user and investor confidence in crypto assets and crypto platforms;

•        negative publicity and events relating to crypto assets including due to bankruptcies, fraud or allegations of fraud, failures of management and hacks;

•        unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding, crypto assets;

•        retail customer preferences and perceived value by them of crypto assets and crypto asset markets;

•        regulatory or legislative changes and updates affecting the use and regulation of crypto assets, both in Japan and globally;

•        the maintenance, troubleshooting, and development of the blockchain networks underlying crypto assets, including by miners, validators, and developers worldwide;

•        the ability of crypto networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

•        ongoing technological viability and security of crypto assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability;

•        financial strength of market participants;

•        interruptions in service in, or failures of, major crypto platforms;

•        availability and cost of funding and capital;

•        liquidity of major crypto platforms;

•        availability of an active derivatives market for various crypto assets, and regulatory permissibility of derivative crypto transactions and markets in various jurisdictions;

•        availability of banking and payment services to support crypto-related companies and projects; and

•        national and international economic and political conditions, such as rising global interest rates and wars.

There is no assurance that any crypto asset that is supported on or by our platforms will maintain its value or that there will be meaningful levels of trading activity of such asset. In particular, we are dependent on Japanese retail customers who account for nearly all of the trading volume on our Marketplace platform, which is currently the source of nearly all of our revenue. Accordingly, we are particularly vulnerable to any changes in sentiment relating to crypto assets from retail investors in Japan, whether due to any of the above factors, or other factors. In the event that any of the foregoing, or other, factors drive down the price of crypto assets or the demand for trading, or trading volume of, crypto assets, our business, operating results and financial condition would be adversely affected.

Our operating results have and are expected to significantly fluctuate from period to period.

Our operating results are heavily dependent on the level of trading of crypto assets on our Marketplace platform. Due in large part to the highly volatile nature of the prices of crypto assets and trading volume, our operating results have fluctuated and are expected to continue to fluctuate significantly between periods in accordance with market sentiments and movements in such prices and volume. As a result, period-to-period comparisons (both sequential and year over year) of our results of operations should not be relied on as indicators of future performance. Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances, are outside of our control, including:

•        our revenue is dependent on crypto asset trading activity by our customers, including trading volume and the prevailing trading prices for crypto assets, whose trading prices and volume are highly volatile;

•        our ability to attract, maintain, and grow our customer base and engage our customers;

•        our ability to diversify and grow, including in respect of our non-transaction revenue;

•        pricing pressure on our products and services;

•        investments we make in the development of products and services as well as our investment in sales and marketing;

•        addition and removal of crypto assets on our cryptocurrency exchanges or Coincheck NFT marketplace;

•        adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

•        regulatory changes that impact our ability to offer certain products or services;

•        the development and introduction of existing and new products and services by us or our competitors;

•        system failure or outages, including with respect to our crypto platforms or other third-party crypto networks;

•        breaches of security or privacy;

•        inaccessibility of our cryptocurrency exchanges or Coincheck NFT Marketplace due to our or third-party actions;

•        our ability to attract and retain talent; and

•        our ability to compete with our competitors, including ones that offer, or begin to offer, more types of crypto assets, better transaction and settlement speed, security, or scalability, lower or more favorable fee structures, or other characteristics attractive to customers.

Cyberattacks and security breaches of our cryptocurrency marketplaces, exchanges, platforms or back-office systems, or of other cryptocurrency marketplaces, exchanges of platforms, especially those impacting crypto customers or other third parties, could adversely impact our brand and reputation and our business, operating results, and financial condition.

Our business involves the collection, storage, processing, and transmission of confidential information, customer, employee, service provider, and other personal data, our and our customers’ crypto and fiat assets, as well as information and technology required to access those assets. We have built our reputation, in part, on the premise that our cryptocurrency platforms offer customers a secure way to purchase, store, and transact in crypto assets. As a result, any actual or perceived security breach of our systems or those of our third-party providers may:

•        harm our reputation and brand;

•        result in our systems or services being unavailable and interrupt our operations;

•        result in improper disclosure of data and violations of applicable privacy and other data protection laws;

•        result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;

•        cause us to incur significant remediation costs;

•        lead to theft or irretrievable loss of our or our customers’ fiat currencies or crypto assets;

•        reduce customer confidence in, or decreased use of, our products and services;

•        divert the attention of management from the operation of our business;

•        result in significant compensation or contractual penalties owed to our customers or third parties as a result of losses to them or claims by them; and

•        adversely affect our business, financial condition and operating results.

Further, any actual or perceived breach or cybersecurity attack directed at other companies in the crypto industry, or other kinds of financial institutions with which the crypto industry may be identified, whether or not we are directly impacted, could lead to a general loss of customer confidence in crypto assets, crypto exchanges or in the use of technology to conduct financial digital asset transactions, which could negatively impact us, including the market perception of the effectiveness of our security measures and technology infrastructure.

Cybersecurity attacks upon systems across a variety of industries, including the crypto industry, are increasing in their frequency, persistence, and sophistication and, in many cases, are being conducted or supported by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and crypto assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems’ operations are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view toward stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to implement adequate preventative measures.

Although we have developed systems and processes, including employee training, designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute or adequate security or prevent breaches or attacks. We have experienced from time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities, or other irregularities. For example, in January 2018, Coincheck, then under its prior management (that is, before Monex acquired control), was ordered by the JFSA to improve its business operations due to a case in which approximately 526.3 million of the NEM crypto asset, or ¥46.6 billion, was illegally transferred, and which resulted in the suspension of withdrawals by Coincheck’s customers. See “Business — Our History and Development.”

Over the past fiscal year, we have had two cybersecurity incidents, one a phishing incident affecting Coincheck’s X (formerly Twitter) account and the other a virus in a Next Finance personal computer that affected addresses associated with three private keys. Neither of these incidents had material negative consequences to us. As a result of these two recent incidents, we enhanced employee training and background checks for both new and existing employees, but there is still no assurance that similar attacks will not successfully occur in the future.

There are also recent examples of serious hacking in our industry in and outside of Japan. For example, on May 31, 2024, Japanese crypto exchange operator DMM Bitcoin announced that it had lost 4,502.9 Bitcoin (approximately ¥48.2 billion) of customer assets held in cold wallets as a result of a hacking incident in which such assets were transmitted outside of the company through an “unauthorized leak.” As a result, on September 26, 2024, Japan’s Kanto Local Finance Bureau issued a business improvement order to DMM Bitcoin which required DMM Bitcoin to, among other things, investigate the root causes of the incident, adequately compensate affected customers and improve the risk management systems of the company. Outside of Japan, on February 21, 2025, Dubai-based cryptocurrency exchange Bybit announced it had detected unauthorized activity related to ETH cold wallets, and this sophisticated attack led to the transfer and possible loss of over 400,000 ETH worth approximately $1.5 billion. If new rules regarding wallets for customer assets held in custody are introduced in Japan in response to such incidents, this could result in an increase in our security-related expenses, including an increase in insurance costs if we decide to take out an appropriate insurance policy in the future.

There are various kinds and methods of cybersecurity attack that can gain access to our, and our customers and vendors’, computers, facilities, systems and information. These include unauthorized parties having attempted, and likely continuing to attempt in the future, things like hacking, social engineering, phishing, and attempting to fraudulently induce individuals into disclosing usernames, passwords, payment card information, or other sensitive information, which then may lead to access to our information technology systems and customers’ crypto assets. Threats can come from a variety of sources, including criminal hackers, “hacktivists,” state-sponsored intrusions, industrial espionage, and insiders. Actors attempting these invasions that are supported by significant financial and technological resources make them even more sophisticated, dangerous and difficult to detect, and our costs and the resources we devote to protecting against these advanced threats and their consequences may continue to increase over time.

With respect to cybersecurity attacks supported by foreign countries, on January 14, 2025 government agencies of the United States, Japan and the Republic of Korea issued a joint statement highlighting a recent pattern of malicious cyber activity by affiliates of the Democratic People’s Republic of Korea (“DPRK”) targeting the blockchain technology industry. The joint statement attributes over $300 million in losses in 2024 to DPRK-affiliated cybercrime campaigns targeting cryptocurrency exchanges, digital asset custodians and individual users through well-disguised social engineering attacks. We believe there is also heightened risks in Japan of state-supported cybersecurity attacks from China. Such organized cybercrime operations pose a heightened risk to our operations and digital infrastructure, and our reputation as a secure trading platform may be jeopardized in the event of such an attempted or a successful cyberattack. Additionally, the continued success of DPRK-affiliated cyberattacks on our competitors’ platforms and systems may negatively affect public perception of industry security and harm our ability to attract new users and customers.

Crypto assets we support are not insured or guaranteed by any government or government agency, and we do not have insurance for the loss of our customers’ crypto assets. Our ability to keep safe crypto assets deposited by our customers requires a high level of internal controls. As our business continues to grow and we expand our product and service offerings, we must continue to strengthen our associated internal controls. Our success and the success of our offerings require significant public confidence in our ability to properly manage customers’ assets and balances and handle large and growing transaction volumes and amounts of customer funds. Outages and disruptions of our cryptocurrency platforms, including any caused by cyberattacks, or any failure by us to maintain the necessary controls or to manage customer crypto assets and funds appropriately and in compliance with applicable regulatory requirements, could result in reputational harm, significant financial losses, lead customers to discontinue or reduce their use of our products, and result in significant penalties and fines and additional restrictions, any of which could adversely impact our business, operating results, and financial condition.

We may make acquisitions and investments, both inside and outside of Japan, which could require significant management attention, disrupt our business, result in dilution to our shareholders, and adversely affect our financial results.

As part of our business strategy, we are actively exploring, and intent to continue actively exploring for the foreseeable future, potential opportunities to make acquisitions and strategic investments both inside and outside of Japan to add complementary companies (including cryptocurrency exchanges or marketplace businesses in other countries), or to add specialized knowledge, expertise, products, services, licenses, or technologies that could complement or enhance our business. We routinely conduct discussions and evaluate opportunities for possible acquisitions, strategic investments, entries into new businesses, joint ventures, and other transactions. Most recently, in March 2025, we acquired Next Finance, a relatively small Japanese private company, to enhance our staking award offering and position us to offer staking platform services to others in the industry. Companies and technologies we decide to acquire or invest in may be private, small, highly speculative in nature, or immature or unsophisticated in their management’s experience with crypto regulatory regimes in their jurisdiction or generally. While this is part of our business strategy, we may not be able to find any suitable acquisition or investment candidates, and we may not be able to complete acquisitions or make investments on favorable terms, if at all. In some cases, the costs of such acquisitions may be substantial, there is no assurance that we will receive a favorable return on investment for our acquisitions, and we might be required to write off certain assets acquired.

In addition, if we fail to successfully integrate the management and governance of an acquired company, or integrate the products or technologies being acquired otherwise being made available, our total revenue and operating results could be adversely affected. Our ability to acquire and integrate companies, products, services, licenses, or technologies in a successful manner is unproven. Any integration process may require significant time and resources, and we may not be able to manage the process successfully, including successfully securing regulatory approvals which may be required to close the transaction and/or to continue to operate the target firm’s business or products in a manner that is useful to us. We may not successfully evaluate or utilize the acquired products, services, technology, or personnel, or accurately forecast the financial impact of an acquisition, including accounting charges. Anticipated revenue or cost synergies, if any, projected by us in our analyses to support our decisions to acquire or invest may not be realized as we have projected, or at all. We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, any of which could adversely affect our financial results and result in share dilution. Any substantial indebtedness incurred to complete the acquisition or support the acquired company’s business thereafter would result in increased fixed obligations and may include covenants or other restrictions that would impede our ability to manage our operations.

If we expand to markets outside of Japan, which is our intention, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by non-Japanese regulators and governmental authorities.

If we expand into markets outside of Japan, which is our intention if and as we explore opportunities we deem attractive, we will become obligated to comply (or oversee new foreign operating subsidiaries’ obligations to comply) with the laws, rules, regulations, policies, and legal interpretations both of the jurisdictions in which we operate and those into which we offer services on a cross-border basis. For instance, financial regulators outside of Japan have significantly increased their scrutiny of crypto asset exchanges, such as by requiring crypto asset exchanges operating in their local jurisdictions to be regulated and licensed under local laws. In response to concerns that crypto assets could be used to circumvent certain sanctions regimes, governments and regulators may also implement new measures and regulations that restrict the operations of crypto asset exchanges. Moreover, laws regulating financial services, the internet, mobile technologies, crypto assets, and related technologies outside of Japan are rapidly evolving, complex and often impose different, more specific, or even conflicting obligations on us, as well as potentially broader liability.

Regulators worldwide frequently study each other’s approaches to the regulation of crypto assets. Consequently, developments in any particular jurisdiction may influence other jurisdictions. New developments in one jurisdiction may be extended to additional services and other jurisdictions. As a result, the risks created by any new law or regulation in one jurisdiction are magnified by the potential that they may be replicated, affecting our business in another place or involving another service. Conversely, if regulations diverge worldwide, we may face difficulty adjusting our products, services, and other aspects of our business to serve customers in jurisdictions outside of Japan. To the extent that we expand internationally, in addition to the other significant risks relevant to internal expansion, or any expansion, through mergers, acquisitions, joint ventures, partnerships, strategic relationships or similar relationships or transactions, we would become subject to a heightened risk of enforcement action, litigation, regulatory, and legal scrutiny, which could lead to sanctions, cease and desist orders, or other penalties and censures which could significantly and adversely affect our continued operations and financial condition.

We operate in a highly competitive industry and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

The development of crypto assets and related cryptocurrency markets, exchanges and NFT marketplaces has been rapidly evolving, and is characterized by competition, experimentation, changing customer needs and frequent introductions of new products and services. Crypto asset trading markets are also subject to evolving industry and regulatory requirements both in Japan and internationally. We expect competition to further intensify in the future as existing and new competitors introduce new products and services or enhance existing ones. We compete against a number of companies operating both in Japan and abroad, both those that focus on traditional financial services and those that focus on crypto-related services. Our most direct competitors are other companies licensed in Japan to provide crypto asset exchange services to individual retail investors. As investor acceptance of crypto assets as an investment category has grown, we also see competition from traditional financial technology and brokerage firms that are entering the crypto asset market in Japan, including through joint ventures, and offering services targeted at our customers.

In addition to competition within Japan, another source of competition has been from companies located outside of Japan, many of which are subject to significantly less stringent regulatory and compliance requirements, or enforcement efforts, in their local jurisdictions. To the extent investors in Japan are able to access their services, such companies may be more able to quickly adapt to trends, support a greater number of crypto assets, and develop new crypto-based products and services. Their business models may in fact rely, in large part, on being unregulated or less regulated in their applicable jurisdictions.

To date, due to limited enforcement by regulators in many places, we believe many of these competitors have been able to operate from offshore while offering a number of products and services to retail customers, including in Japan and other more highly regulated jurisdictions, without complying with the relevant licensing and other limitations and requirements in Japan and other more highly regulated jurisdictions. Due to our regulated status in Japan and our commitment to legal and regulatory compliance, we have not been able to offer popular products

and services that our unregulated or less regulated competitors operating outside of Japan are offer, and this may adversely impact our ability to be competitive, which may adversely affect our business, financial condition, and results of operations.

Many innovative start-up companies and larger companies have made, and continue to make, significant investments in research and development, and we expect these companies to continue to develop products and technologies that compete with our products. More traditional financial and non-financial services businesses may also choose to offer crypto asset trading services and other crypto-based services in the future as such services gain acceptance. Our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources and their marketing efforts, which could require us to increase our own marketing efforts and incur higher advertising expenses in order to remain competitive. Due to our dependence on revenue from transactions on our Marketplace platform, if current or future competitors offer trading at spreads or commission levels more favorable to retail users than those we offer, our competitive position and operating results could be materially and adversely affected.

Some of our existing competitors have, and some of our potential competitors may or will have, various competitive advantages over us, such as:

•        the ability to trade crypto assets and offer products and services that we do not support or offer on our cryptocurrency marketplace or exchanges, or Coincheck NFT Marketplace (due to constraints from regulatory authorities and other factors);

•        greater name recognition, longer operating histories, larger customer bases and larger market shares;

•        larger sales and marketing budgets and organizations;

•        more established marketing, banking, and compliance relationships;

•        greater customer support resources;

•        greater resources to make acquisitions;

•        lower labor, compliance, risk mitigation, and research and development costs (in total cost or as a percentage of total revenue);

•        larger and more mature intellectual property portfolios;

•        a greater number of applicable licenses or similar authorizations, including registration as a Type I Financial Instruments Business operator (derivatives, margin, and proprietary securities transactions) in Japan (although we plan to apply for a Type I license later this year, we do not currently have one, acquiring one requires substantial increased capitalization and regulatory approval, and there is no assurance that we will be approved or decide or be able to provide such increased capitalization, which we estimate may require approximately an additional several billion yen of net capital for Coincheck);

•        established core business models outside of the trading of crypto assets;

•        operations in jurisdictions with lower compliance costs and greater flexibility to explore new product offerings;

•        the ability to offer decentralized and noncustodial platforms; and

•        substantially greater financial, technical, and other resources.

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected.

We compete against a growing number of decentralized and noncustodial exchanges and platforms and our business may be adversely affected if we fail to compete effectively against them.

We compete against an increasing number of decentralized and noncustodial exchanges and platforms. On these exchanges or platforms, users can interact directly with a market-making smart contract or on-chain trading mechanism to exchange one type of crypto asset for another without any centralized intermediary. We believe that these exchanges and platforms are typically not as easy to use as our cryptocurrency platforms, and generally lack the speed and liquidity of such kinds of well-operated platforms, like we believe ours to be, but various innovative models and incentives have been designed to bridge the gap. Also, decentralized and noncustodial exchanges and platforms are often thought to be less vulnerable to hacking since users do not need to transfer their assets to a third party, and therefore have more exclusive control over their assets. Concerns about the security of assets following incidents on crypto exchanges, such as the Chapter 11 bankruptcy filing of FTX and allegations of fraud and mismanagement of funds against its founder and former CEO, may also increase user adoption of decentralized and noncustodial platforms. Further, transaction fees on decentralized exchanges may be lower than ours. Decentralized exchanges also do not require their users to fill out “know-your-customer,” or “KYC” forms, offering an additional layer of privacy to those who use them. Such decentralized exchanges and platforms also tend to have lower start-up and entry costs as market entrants often remain unregulated and have minimal operating and regulatory costs, and often have lower transactional fees for users. A significant number of decentralized exchanges or platforms that have been developed and released, including on Ethereum, Avalanche, Tron, Polkadot and Solana, have experienced significant growth and adoption. We expect interest in decentralized and noncustodial exchanges and platforms to grow further as the industry develops. If the demand for decentralized exchanges and platforms grows and we are unable to compete with them, our business may be adversely affected.

If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our total revenue, could decline, which would adversely impact our business, operating results, and financial condition.

The crypto asset industry has been characterized by rapid change and the introduction of disruptive products and services in recent years. These include decentralized applications, DeFi, yield farming, lending, staking, staking reward programs, token wrapping, governance tokens, innovative programs to attract customers such as transaction fee mining programs, initiatives to attract traders such as trading competitions, airdrops and giveaways, and novel cryptocurrency fundraising and distribution schemes. We expect new services and technologies to continue to emerge and evolve, and they may be superior to, or render obsolete, the products and services that we currently provide. We cannot accurately predict the effects of new services and technologies on our business. Our ability to grow our customer base and total revenue will depend heavily on our ability to innovate and create successful new products and services, both independently and in conjunction with third-party developers, and we may not be successful doing so timely or all. Further, any new products or services we do offer could fail to attract customers, generate revenue, or perform or integrate well with third-party applications and platforms. Our ability to adapt and compete with new products and services may also be inhibited by regulatory requirements or limitations and general uncertainty in the law, constraints by our banking partners and payment processors, third-party intellectual property rights, or other factors. Moreover, in addition to product and service innovations, and potentially as part of developing and offering them, we must continue to enhance our technical infrastructure to support the required functionality, performance, capacity, security, ease-of-use and speed to attract and retain customers. We anticipate significant costs and resources to effectively create, develop, enhance and upgrade our products, services and technical infrastructure to meet the evolving needs of our business and remain competitive. If we are unable to do so in a timely or cost-effective manner, our business and our ability to successfully compete, our ability to retain existing customers and attract new customers, may be adversely affected.

Changes in economic conditions and consumer sentiment in Japan could cause demand for our products and services to be lower than we anticipate.

We currently derive all of our total revenue from operations in Japan. Accordingly, our performance is subject to general economic conditions in Japan and their impact on our base of primarily retail customers. Japan has experienced downturns in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies and overall uncertainty with respect to the economy. The outlook for the Japanese economy remains uncertain. In addition, an aging demographic, a declining birth rate, the overall decline of Japan’s population (including the working-age population), political tensions

between Japan and some of its neighboring countries (such as China and North Korea), and currency fluctuations are additional factors that add to the uncertainty surrounding the future of the Japanese economy. The impact of economic conditions in Japan on the trading of crypto assets is highly uncertain and dependent on a variety of factors, including market adoption, global trends, central bank monetary policies, regulations and other events beyond our control. To the extent that general economic conditions in Japan materially deteriorate, our ability to attract and retain customers may suffer. While we have seen a steady increase over the years in the trading of crypto assets by Japanese retail investors, there can be no assurance that consumer sentiment towards crypto assets and crypto exchange platforms will not worsen in the future. A lack of growth in, or a drop in demand for, trading of crypto assets by Japanese retail investors would adversely affect our growth prospects and results of operations.

Due to our limited operating history (and the limited operating history of crypto assets generally), it may be difficult to evaluate our business and future prospects, and we may not be able to achieve or maintain profitability in any given period.

We began operations in 2012 and publicly launched our crypto asset trading service in 2014. Our revenue has significantly grown since our formation, but there is no assurance that this growth rate will continue in future periods and you should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. Our limited operating history and the volatile nature of our business make it difficult to evaluate our current business and our future prospects. We have also encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing and heavily regulated industries, including achieving market acceptance of our products and services, attracting and retaining customers, complying with laws and regulations that are subject to evolving interpretations and application, and increasing competition and expenses as we seek to expand our business. We cannot be sure that we will be successful in addressing these and other challenges we may face, and our business may be adversely affected if we do not manage these risks successfully.

The majority of our revenue is from transactions on our Marketplace platform in certain crypto assets, particularly Bitcoin, Ethereum and XRP. If demand for a now heavily-traded crypto asset declines and is not replaced by new demand for other crypto assets on our platforms, our business, operating results, and financial condition could be adversely affected.

Our Marketplace platform, as of March 31, 2025, supports 30 different types of cryptocurrencies for trading and custody. Because we only support trading in cryptocurrencies that have been approved for trading by crypto asset exchange operators in Japan under the guidelines of the JVCEA, we support fewer types of crypto assets than some exchange operators in other jurisdictions. For the fiscal years ended March 31, 2024 and 2025, we derived the majority of our revenue from transactions on Bitcoin, Ethereum and XRP. Depending on broader trends within the crypto asset market, our total revenue may be concentrated into certain specific crypto assets at various times in the future. As a result, our business may be adversely affected if the market for Bitcoin, Ethereum, XRP or any particular crypto asset that is being heavily traded on our platforms deteriorates, which could be caused by one or more of the following factors:

•        the reduction in mining rewards of Bitcoin, including block reward halving events, which are events that occur after a specific period of time which reduces the block reward earned by miners;

•        disruptions, hacks, splits in the underlying network (also known as “forks”), attacks by malicious actors who control a significant portion of the networks’ hash rate (such as double spend or 51% attacks), or other similar incidents affecting the Bitcoin or Ethereum blockchain networks;

•        hard “forks” resulting in the creation of and divergence into multiple separate networks;

•        the ability for blockchain networks to resolve significant scaling challenges and increase the volume and speed of transactions;

•        transaction congestion and fees associated with processing transactions on the Bitcoin, Ethereum or other networks;

•        informal governance led by the core developers of crypto assets we offer that are heavily traded by our customers, which can lead to revisions to the underlying source code or inactions that prevent network scaling, and which evolve over time largely based on self-determined participation, which may result in new changes or updates that affect speed, security, usability or value;

•        the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed Bitcoin, or the transfer of Satoshi’s Bitcoin, if there turns out to be negative reputation or perceptions associated with such person or persons;

•        negative perception of Bitcoin, Ethereum, XRP or any other specific crypto asset we offer that is currently popular with our customers;

•        development in mathematics, technology, including in digital computing, algebraic geometry, and quantum computing that could result in the cryptography being used by these specific crypto assets becoming insecure or ineffective;

•        regulatory or legislative restrictions or limitations on lending, mining or staking activities, including a finding that offering lending, mining or staking services to customers as a means to generate passive yield constitutes offering of a security under the laws of a particular jurisdiction; and

•        laws and regulations affecting the networks of Bitcoin, Ethereum, XRP or another specific crypto asset that is popular, or access to these networks, including a determination that Bitcoin, Ethereum, XRP or such other specific crypto asset constitutes a security or other regulated financial instrument under the laws of any applicable jurisdiction.

The recent trend in public companies embracing Bitcoin as part of their corporate treasury strategy, particularly as a leveraged strategy, could, to the extent such strategies fail, drive down the price of Bitcoin and other crypto assets, which could negatively affect our trading volume and business.

In recent years, an increasing number of companies have embraced Bitcoin as part of their corporate treasury strategy. According to Cointelegraph, by mid-2025 over 220 public companies worldwide had adopted including Bitcoin in their treasury strategies, collectively holding about 592,100 BTC (roughly $60.03 billion in value as of June 23, 2025). This has led to the creation of what some call “Bitcoin proxies,” stocks whose values largely mirror Bitcoin’s price fluctuations. However, the risks are significant. Bitcoin is highly volatile, with its price subject to sharp fluctuations within short periods. Several of these companies finance their Bitcoin purchases, so that many Bitcoin-heavy firms issue new stock or take on debt to raise capital for Bitcoin acquisition.

Overreliance on Bitcoin in corporate treasuries, given Bitcoin’s volatility, can lead to a decrease in shareholder confidence and capital erosion (a company’s financial strategy leading to a reduction in its value) for these publicly traded companies. If Bitcoin’s price falls sharply, these leveraged companies might find themselves overextended, unable to raise funds or cover liabilities. This could lead to significant financial impacts, potentially triggering forced asset sales and affecting market dynamics amid economic downturn worries. If the capital supporting these strategies dries up as loans mature, lenders could call in margins and force sales, further depressing Bitcoin prices. The risk of cascading liquidations and the unwinding of BTC positions could have profound effects on market stability, potentially resulting in broader economic repercussions. Significant decline in the price of Bitcoin and other crypto assets that may result could negatively affect our trading volume and business.

We are subject to extensive regulation in Japan and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, product and service offerings, business, operating results, and financial condition.

Our business is subject to ongoing examinations, oversight, and reviews, by Japanese regulators and self-regulatory organizations, including, but not limited to, the JFSA and the JVCEA. We received our license as a crypto asset exchange service provider from the JFSA in January 2019. We are required to periodically submit business and audit reports and are subject to examinations by these regulatory authorities. As a result of findings from these audits and examinations, regulators have and may in the future require us to take certain actions, including amending, updating, or revising our compliance measures from time to time, limiting the kinds of customers to whom we provide services, changing, terminating, or delaying our licenses that relate to

or cover existing or introduction of new product and services, requiring us to have further external or internal audits, or requiring us to submit or be subject to further regulatory scrutiny, including investigations and inquiries. We have received, and may in the future receive, examination reports citing violations of rules and regulations, inadequacies in existing compliance programs, and requiring us to enhance certain practices with respect to our compliance program, including due diligence, monitoring, training, reporting, and recordkeeping. Implementing appropriate measures to properly remediate these examination findings may require us to incur significant costs, and if we fail to properly remediate any of these examination findings we could face civil litigation, significant fines, damage awards, forced removal of certain employees (including members of our executive team), barring of certain employees from participating in our business in whole or in part, revocation of existing licenses, limitations on existing and new products and services, reputational harm, negative impact to our existing relationships with regulators, exposure to criminal liability, or other regulatory consequences. Further, new laws, regulations, or interpretations may result in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying us from offering certain products or services offered by our competitors or which could impact how we offer such products and services. Adverse changes to, or our failure to comply with, any laws and regulations have had in the past, and could again have in the future, an adverse effect on our reputation and brand and our business, operating results, and financial condition. For further information on the regulations we are subject to, see the section entitled “Business — Regulatory Environment.”

An important focus of regulatory oversight is to assess our financial soundness. If we fail to maintain sufficient liquidity and capital resources, our business and trading operations could be adversely affected and we could also be subject to regulatory consequences, including requirements to inject significant additional capital in our regulated entities. It is possible that new or enhanced capital or liquidity requirements could be introduced in the future.

In addition, Coincheck’s Chairman, Representative Director & Executive Director, Satoshi Hasuo (who is also Coincheck Parent’s Chief Operating Officer), also serves as a director of the JVCEA, which could potentially result in a conflict of interest. We are not aware of any such conflicts of interest and believe that the possibility of any information being shared with Mr. Hasuo that could cause a conflict of interest is limited, but there can be no assurances. See “Business — Regulatory Environment — Self-Regulatory Organization and Self-Regulatory Rules on Crypto Asset Exchange Service Providers.”

We could be subject to administrative sanctions, including fines, or legal claims if we are found to have offered services in violation of the laws of jurisdictions other than Japan or to have violated international sanctions regimes.

Legal and regulatory regimes in a range of areas, including crypto asset custody, exchange, and transfer, money and crypto asset transmission, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, tax, anti-bribery, anti-money laundering, and counter-terrorist financing, vary widely between Japan and other jurisdictions and are still developing and changing to address issues relating to crypto assets. These legal and regulatory regimes are evolving rapidly and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another. We currently only offer crypto asset exchange services to customers in Japan and take steps to ensure that customers outside of Japan cannot circumvent our account opening procedures. We also have procedures to restrict access from IP addresses in jurisdictions outside of Japan, including the United States. However, these procedures may not always be effective. For instance, the use of a virtual private network may allow users from IP addresses outside of Japan to misrepresent their true locations and gain access to our platform. If our procedures are ineffective or if we are otherwise determined to have violated applicable laws and regulations in other jurisdictions, including the United States, the European Union or elsewhere, we could be subject to administrative sanctions, including fines, or legal claims based on the laws of such other jurisdictions. For example, if individuals located in the United States were able to evade our user restrictions and gain access to our services, we could be deemed to be operating in the United States as an unregistered national securities exchange, an unregistered securities broker-dealer (or unlicensed or unregistered money transmitter or money services business) and/or an unregistered clearing agency with respect to our crypto asset exchange services and could therefore be subject to administrative sanctions or legal claims in the United States.

Also, while we currently only operate in Japan, certain of our transactions or dealings nevertheless may become subject, as a jurisdictional matter, to economic sanctions laws and regulations imposed by governmental authorities outside of Japan, such as those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). We have taken steps designed to comply with sanctions imposed by Japan, the United States, and other relevant regulators, and to prevent our users from using our cryptocurrency exchange to conduct transactions or dealings with countries, regions, and persons sanctioned by Japan, the United States, and other governments, but we cannot guarantee that these safeguards will be effective. Any failure to comply with these sanctions may expose us to reputational harm as well as significant penalties, including criminal fines, imprisonment, civil fines, disgorgement of profits, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive, and any such violation (or allegation of a violation) could adversely affect our business, financial condition, and results of operations.

If the utility and usage of crypto assets, the development of which is difficult to predict, do not grow as we expect, our business, operating results, financial condition and prospects could be adversely affected.

Crypto assets built on blockchain technology were first introduced in 2008 and remain, in our view, in the early stages of development. In addition, different crypto assets are designed for different purposes. Bitcoin, for example, was designed to serve as a peer-to-peer electronic cash system, while Ethereum was designed to be a smart contract and decentralized application platform. The further growth and development of particular crypto assets and their underlying networks and other cryptographic and algorithmic protocols governing the creation, transfer, and usage of crypto assets are subject to a variety of factors that are difficult to evaluate or predict, including the following:

•        Many crypto networks have limited operating histories, have not been validated in production, are still in the process of developing, and are therefore subject to significant decisions that will affect the design, supply, issuance, functionality, and governance of their respective crypto assets and blockchains, any of which could adversely affect their respective crypto assets.

•        Many crypto networks implement software upgrades and other changes to their protocols which could introduce bugs, security risks, or otherwise adversely affect them.

•        Several large networks develop new features to address fundamental speed, scalability, and energy usage issues. If these issues are not successfully addressed, or if proposed solutions are unable to receive widespread adoption, or those development modifications cause new unintended issues, that could adversely affect the underlying crypto assets.

•        Security issues, bugs, and software errors have been identified with many crypto assets and their underlying blockchain networks, some of which have been exploited by malicious actors. There are also inherent security weaknesses in some crypto assets, such as when creators of certain crypto networks use procedures that could allow hackers to counterfeit tokens. Any weaknesses identified with a crypto asset could adversely affect its price, security, liquidity, and adoption. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the compute power or staking power on a crypto network, as has happened in the past, it may be able to manipulate transactions which could cause financial losses to holders, damage the network’s reputation and security, and adversely affect its value.

•        The development of new technologies for mining, such as improved application-specific integrated circuits (commonly referred to as ASICs), or changes in industry patterns, such as the consolidation of mining power in a small number of large mining farms, could reduce the security of blockchain networks, affect liquid supply of crypto assets and the speed of transactions, and reduce a particular crypto asset’s attractiveness and price.

•        If rewards and transaction fees for miners or validators on any particular crypto network are not sufficiently high to attract and retain miners, a crypto network’s security and speed may be adversely affected, increasing vulnerability to a malicious attack;

•        Many crypto assets have concentrated control, through an “admin key,” that allows a small group of holders to have significant unilateral control and influence over key decisions relating to their crypto networks, such as governance decisions and protocol changes, as well as the market price of such crypto assets.

•        The governance of many decentralized blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any particular crypto network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie the network’s utility and ability to respond to challenges and grow.

•        Many crypto networks are in the early stages of developing partnerships and collaborations which may not succeed and adversely affect the usability and adoption of the respective crypto assets they support.

Various other technical issues have been uncovered from time to time in our industry that have resulted in disabled functionalities, exposure of certain users’ personal information, theft of users’ assets, and other negative consequences, and which required resolution by their global miner, user, and development communities. If any such risks materialize, and in particular if they are not resolved in a timely manner, the development and growth of crypto may be significantly affected and, as a result, our business, operating results, and financial condition could be adversely affected.

A particular crypto asset’s status as a “security” in any relevant jurisdiction remains subject to a high degree of uncertainty.

All of the crypto assets that we currently offer on our cryptocurrency exchanges, which are offered only to Japanese residents, have been confirmed by the JVCEA for trading in Japan by companies registered as crypto asset exchange service providers with the JFSA under the Payment Services Act. Although regulators outside of Japan, including those in the United States, have taken the position that certain crypto assets fall within the definition of a “security” under their country’s securities laws, these crypto assets are not currently considered a “security” in Japan. There can be no assurance that the laws and regulations in Japan will not change in the future, especially if laws or regulatory bodies in Japan later decide to adopt “is it a security” analyses similar to those used in other jurisdictions, such as the U.S. The classification of a crypto asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets. As there can be no assurance that such regulation will not change or that future crypto assets will have differing treatments, we could be subject to legal or regulatory action in the event that a regulatory authority, or a Japanese court, were to determine that a supported crypto asset currently offered, sold, or traded on our cryptocurrency exchanges is a “security” under applicable laws or new rules or guidance. Successful completion of the initial screening process of a crypto asset and determination of no objection by the JVCEA is not binding on regulatory authorities or courts in Japan in the event of a subsequent legal proceeding. If the JFSA or a court were to determine that a supported crypto asset currently offered, sold, or traded on our cryptocurrency exchanges is a security, we would not be able to offer such crypto asset for trading until we are able to do so in a compliant manner. Such an action could result in penalties, fines and reputational harm while customers that traded such supported crypto assets on our cryptocurrency exchanges and subsequently suffered trading losses could also seek to rescind a transaction that we facilitated on the basis that it was conducted in violation of applicable law, which could subject us to significant liability. Further, if a crypto asset supported on our cryptocurrency platforms is deemed to be a security under the laws of foreign jurisdictions, including the United States (as was the case with XRP which, depending on the context, some courts categorize as a security and others do not), it may have adverse consequences for the market for such supported crypto asset, including an adverse impact on its liquidity. Networks on which such supported crypto assets are utilized may also be subject to regulation as securities intermediaries, which could effectively render operation of the networks for their existing purposes impracticable.

We also operate Coincheck NFT Marketplace, which may expose us to legal, regulatory, and other risks that could adversely affect our business, operating results, and financial condition.

We operate Coincheck NFT Marketplace, which was launched in March 2021. While NFTs and cryptocurrencies are similar in that both are based on blockchain technology, unlike cryptocurrency units, which are fungible, NFTs have unique identification codes and often reference content in areas such as games, arts and sports. NFTs are a relatively newer and emerging type of digital asset, and the regulatory, commercial, and legal framework governing NFTs is expected to evolve both in Japan and other jurisdictions. NFTs, as unique items, are not currently regulated as crypto assets under Japan’s PSA, and we review supported NFTs before inclusion to confirm whether they could be regarded as either “securities” or “crypto assets” under current Japanese regulations. It is possible, however, that our determination of the status of particular NFTs could be challenged or that new regulations applicable to buying and selling of NFTs generally could be introduced in Japan. Our Coincheck NFT Marketplace is only available to customers who have established crypto asset exchange services accounts with us and therefore were subject to our KYC approval process. There can be no assurance that the KYC and other procedures that we have implemented for our crypto asset exchange services accounts will be sufficient to comply with any future regulations applicable to the operation of Coincheck NFT Marketplace, and we could be required to make changes to our Coincheck NFT Marketplace or other operating procedures in order to comply with any such regulations, which could adversely affect the success of our Coincheck NFT Marketplace and harm our business, operating results, and financial condition.

As the trading of NFTs potentially implicates issues regarding a range of matters, including, but not limited to, intellectual property rights, privacy and cybersecurity, fraud, anti-money laundering, money transmission, sanctions, and currency, commodity, and securities law compliance, to help manage risks we have established an approval process, conducted in three stages, with our Business Development Office performing the initial review and the Legal & Compliance Department performing the secondary review prior to the final review by an internal review committee, based on the following criteria, which is whether:

•        the NFT is a non-substitutable token recorded on the blockchain, or whether the token standard is ERC-721 or not, as we currently only support ERC-721;

•        the listing of the NFT on the Coincheck NFT Marketplace is regulated by any applicable laws or regulations;

•        the NFT itself breaches any applicable laws and rights (including whether any work is being used without the permission of the copyright holder);

•        the operating company of the NFT has any particular issues (including whether it engages with or is considered to be an anti-social force); and

•        the operating company of the NFT is in compliance with applicable laws and regulations in connection with the NFT.

There can be no assurance that the procedures we use are sufficient to comply with applicable laws and regulations, which remain uncertain and subject to rapid changes, or to identify all third-party rights issues. For example, NFTs raise various intellectual property law considerations, including relating to ownership, copyrights, trademarks and rights of publicity. The creator of an NFT will often have, or purport to have, all rights to the content of the NFT and rights to assign to a buyer, such as the right to display, modify, or copy the content, so risks include purchasing counterfeit items, or items alleged to be counterfeit, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, intellectual property infringement claims, and items that may become untransferable. To the extent that, despite our screening procedures for supported NFTs designed to prevent such issues, we are directly or indirectly involved in a dispute between creators and buyers on our Coincheck NFT Marketplace it could adversely affect the success of our Coincheck NFT Marketplace and harm our business, operating results, and financial condition.

Although NFTs are generally not regulated or deemed crypto assets under Japan’s PSA (See “Business — Regulatory Environment”), it is difficult to predict how the legal and regulatory framework around NFTs will develop and how such developments will impact our business and our Coincheck NFT Marketplace. Outside of Japan, the appropriate regulation of NFTs is under active study in major jurisdictions. For example, NFTs are currently excluded

from the scope of the European Union’s Markets in Crypto Assets Regulation (“MiCA”), but, pursuant to Article 142, the European Commission is required to publish a report assessing developments in the NFT market and evaluate the necessity and feasibility of regulating NFTs and related services providers through additional legislation. The European Commission’s report pursuant to Article 142 of MiCA was first due on December 31, 2024, which has been extended to December 31, 2025. In the United States, included within the framework for responsible development of crypto assets announced in September 2022 was an instruction for the U.S. Department of the Treasury to complete an illicit finance risk assessment on NFTs, which was published on May 29, 2024. As part of its finding, the report recommends the continued monitoring and evaluation of the need for additional guidance or rules to address financial risks associated with NFTs. Accordingly, significant additional new regulation is likely to be enacted in the future, and that may include in Japan. Due to the novel and complex issues involved, it is difficult to predict how any such developments will affect the development and operation of our Coincheck NFT Marketplace, and it is possible that the regulations adopted in individual jurisdictions may conflict with one another.

As is the case with other crypto assets, NFTs are also subject to theft through hacking, social engineering, phishing, and fraudulently inducing individuals into delivering NFTs or providing access to NFTs to an unauthorized third party. Any safeguards we have implemented or may implement in the future to protect against these cybersecurity threats may be insufficient to prevent a malicious actor, and any such activity on our Coincheck NFT Marketplace could result in reputational harm, or expenses or losses associated with mitigation efforts against these incidents or third-party claims.

The loss or destruction of private keys required to access any crypto assets held in custody for our customers may be irreversible. If we are unable to access private keys or if we experience a hack or other data loss relating to our ability to access any crypto assets, it could cause regulatory scrutiny, reputational harm and other losses.

Crypto assets are generally controllable only by the possessor of the unique private key relating to the digital wallet in which the crypto assets are held. While blockchain protocols typically require public addresses to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the crypto assets held in such a wallet. We hold the private key that is necessary for the transfer of customers’ crypto assets subject to strict limitations on its use under the regulations applicable to us as a crypto asset exchange service provider in Japan. To the extent that any of the private keys relating to our hot or cold wallets containing crypto assets held for our own account or for our customers is lost, destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, we will be unable to access the crypto assets held in the related wallet. Further, we cannot provide assurance that our wallets will not be hacked or compromised. Any loss of private keys relating to, or hack or other compromise of, digital wallets used to store our customers’ crypto assets could adversely affect our customers’ ability to access or sell their crypto assets, require us to reimburse our customers for their losses, and subject us to significant financial losses in addition to losing customer trust in us and our products.

If we fail to retain existing customers or add new customers, or if our customers decrease their level of engagement with our products, services and platform, our business, operating results, and financial condition may be significantly harmed.

Our success depends on our ability to retain existing customers and attract new customers and to increase engagement with our products, services and platforms. To do so, we must continue to offer leading technologies and ensure that our products and services are secure, reliable and engaging, and competitively priced. We have historically targeted retail investors new to investing in crypto assets, and the quality of our UI/UX, especially for smartphone users, and the provision of information to such investors is a key competitive factor. (UI refers to user interface design, a human-first approach to product design that focuses on the effectiveness of products, and UX refers to user experience design, a human-first approach to product design that focuses on the aesthetic experience of products.) There is no assurance that we will be able to retain our current customers or attract new customers, or keep our customers engaged. In particular, as the majority of our total revenue is currently derived from Japanese retail customers, we are sensitive to any changes in sentiment among retail investors. Moreover, as we seek to attract new customers, we may try to expand to institutional customers within Japan, and we may

be unsuccessful in any such expansion efforts due to differences in needs and expectations between Japanese institutional and retail customers. Any number of factors can negatively affect our customer retention, growth, and engagement, including if:

•        customers increasingly engage with competing products and services, including products and services that we are unable to offer or do not offer;

•        we fail to support new and in-demand crypto assets or if we elect to support crypto assets with negative reputations;

•        our more recently offered products and services, such as our Coincheck NFT Marketplace or IEO business, are unsuccessful in achieving our expected goals for such products and services;

•        there are adverse changes in our products and services that are mandated by legislation, regulatory authorities, or litigation;

•        customers perceive the crypto assets on our cryptocurrency marketplace or exchanges, or Coincheck NFT Marketplace, to be bad investments, or experience significant losses in investments made using our crypto asset product or service offerings;

•        technical or other problems prevent us from delivering our products and services with the speed, functionality, security, and reliability that our customers expect;

•        cybersecurity or other incidents causes losses to us or our customers, including losses to assets held by us on behalf of our customers;

•        our pricing model is or becomes uncompetitive;

•        we fail to provide adequate customer service to customers; or

•        we or other companies in our industry are the subject of adverse media reports or other negative publicity.

If we are unable to maintain or increase our customer base and customer engagement, our total revenue and financial results may be adversely affected.

Many of our customers are first-time users and our trading volumes and total revenues could be reduced if these customers stop trading crypto assets altogether or stop using our Marketplace platform services for their trading activities.

Our business model focuses on making crypto assets accessible to a broad demographic of retail customers in Japan, including first-time users. The number of new accounts opened with us by retail investors totaled 182,178, 178,949 and 309,951 in the years ended March 31, 2023, 2024 and 2025, respectively. Our success, and our ability to increase total revenue, depends in part on such customers continuing to utilize our cryptocurrency exchanges and platforms, even as crypto asset prices fluctuate and economic conditions change. Our customers do not have long-term contractual arrangements with us and may cease to use our cryptocurrency exchanges at any time. Retail investors, including particularly first-time and younger-aged users, which constitute a significant portion of our customer base, may be more inclined to explore or move to competing platforms that seek to target the same demographic and to stop trading crypto, some perhaps permanently, when a broad decline in the crypto asset markets occurs. Any significant loss of customers or a significant reduction in their use of our Marketplace platform could have a material impact on our trading volumes and total revenue, and adversely affect our business, financial condition and results of operations.

We may suffer losses due to staking, delegating, and other related services we provide to our customers.

Certain supported crypto assets enable holders to earn rewards by participating in decentralized governance, bookkeeping and transaction confirmation activities on their underlying blockchain networks, such as through staking activities, including staking through validation, delegating, and baking. We currently provide and expect to continue to provide such services for Ethereum (ETH) to our customers in order to enable them to earn rewards based on the amount that we hold on their behalf. For instance, as a service to customers, we operate staking nodes on certain blockchain

networks utilizing customers’ crypto assets and pass through the rewards received to those customers, less a service fee. In other cases, we may delegate our customers’ assets to third-party service providers that are unaffiliated with us, and some networks may require customer assets to be transferred into smart contracts on the underlying blockchain networks that are not under our, or a specific third party’s, control. In addition, certain blockchain networks dictate requirements for participation in the relevant decentralized governance activity, and may impose penalties, or “slashing,” if the relevant activities are not performed correctly, such as if the staker, delegator, or validator acts maliciously on the network, “double signs” transactions, or if extended downtimes occur. If we or any of our service providers are slashed by the underlying blockchain network, our customers’ assets may be confiscated, withdrawn, or burnt by the network, resulting in losses for which we may be responsible. Further, certain types of staking require the payment of transaction fees on the underlying blockchain network and such fees can become significant as the amount and complexity of the transaction grows, depending on the degree of network congestion and the price of the network token. If we experience a high volume of such staking requests from our customers on an ongoing basis, we could incur significant costs. Any penalties or slashing events could damage our brand and reputation, cause us to suffer financial losses, discourage existing and potential customers from utilizing our products and services, and adversely impact our business.

We may be exposed to transaction losses due to chargebacks as a result of fraud or uncollectibility that may adversely impact our business, operating results, and financial condition.

In the past, certain of our products and services were able to be paid for by credit and debit cards through payment processors which exposed us to risks associated with chargebacks and refunds. Although we currently do not accept either credit or debit cards for payment, if we return to allowing the use of credit or debit cards in the future we may be exposed to various losses as a result of fraud or uncollectibility that could arise from fraud, misuse, unintentional use, settlement delay, or other activities. If we were to resume allowing the use of credit or debit cards and begin incurring a significant number of refunds and chargebacks, our payment processors could require us to increase reserves, impose penalties on us, charge additional fees, or terminate their relationships with us. Failure to effectively manage risk and prevent fraud could increase our chargeback and refund losses or cause us to incur other liabilities. Increases in chargebacks, refunds or other liabilities, were we to resume allowing the use of credit or debit cards, could have an adverse effect on our operating results, financial condition, and cash flows.

If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.

Our brand and reputation are key assets. Maintaining, protecting, and enhancing our brand depends largely on the success of our marketing efforts, ability to provide consistent, high-quality, and secure products, services, features and support, and our ability to successfully secure, maintain, and defend our rights to use the “Coincheck” mark and other trademarks important to our brand. We believe that the ease-of-use of our products and services, in particular due to the quality and simplicity of our application interface, is a differentiating factor for our brand. We believe that the importance of our brand and reputation will increase as competition further intensifies. Our brand and reputation could be harmed if we fail to achieve these objectives or if our public image were to be tarnished by negative publicity, unexpected events, or actions by third parties. Unfavorable publicity about us or our brand, including our products, services, technology, customer service, personnel, or about crypto assets or crypto asset platforms generally that may indirectly have a negative effect on our brand, could diminish confidence in, and the use of, our products and services. Such negative publicity also could have an adverse effect on the size and engagement of our customers and could result in decreased total revenue, which could have an adverse effect on our business, operating results, and financial condition.

Our key business metrics and other estimates are subject to inherent challenges in measurement, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics.

We regularly review key business metrics, including the number of verified and active users, trading volume, customer assets and other measures to evaluate growth trends, measure our performance, and make strategic decisions. These key metrics are calculated using internal company data and have not been validated by an independent third party. In particular, we need to be vigilant that our verified users do not include users who should be discarded in the calculation as invalid accounts due to fraud, trading bans, or spam or other reasons. While these numbers are based on what we currently believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in such measurements. If we fail to maintain an effective analytics platform, our key metrics calculations may be inaccurate, and we may not be able to identify those inaccuracies. We

regularly review our processes for calculating these metrics, and from time to time we make adjustments to improve their accuracy. We generally will not update previously disclosed key business metrics for any such inaccuracies or adjustments that are immaterial. If our metrics provide us with incorrect or incomplete information about users and their behavior, we may make inaccurate conclusions about our business.

Unfavorable media coverage could negatively affect our business.

We receive a high degree of media coverage in Japan. Unfavorable publicity regarding, for example, our product changes, product quality, litigation or regulatory activity, privacy practices, terms of service, employment matters, the use of our products, services, or supported crypto assets for illicit or objectionable ends, the actions of our customers, or the actions of other companies that provide similar services to ours, could adversely affect our reputation. Further, we could in the future be the target of social media campaigns criticizing actual or perceived actions or inactions that are disfavored by our customers, employees, or society at-large. Such campaigns could materially impact our customers’ decisions to trade on our crypto asset platforms. Any such negative publicity could have an adverse effect on the size, activity, and loyalty of our customers and result in a decrease in our total revenue, which could adversely affect our business, operating results, and financial condition.

Our product and service offerings may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our customers use our platforms or offerings to further such illegal activities, our business could be adversely affected.

Our product and service offerings through our crypto asset platforms may be exploited to facilitate illegal activity including fraud, money laundering, gambling, tax evasion and scams. We may be specifically targeted by individuals seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect and avoid such transactions in several circumstances. The use of our platforms for illegal or improper purposes could subject us to claims, lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us. In the event that a customer is found responsible for intentionally or inadvertently violating the laws in Japan or elsewhere, we may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. As a licensed crypto asset exchange service provider in Japan, we are required to implement KYC and other preventative measures mandated under Japan’s Act on Prevention of Transfer of Criminal Proceeds and monitored by the JFSA. We have in the past reported instances of non-compliance, and any future failure to maintain sufficient preventative measures could result in regulatory consequences and damage to our reputation. Changes in law have also increased the penalties for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

Crypto assets generally have characteristics, such as the speed with which digital currency transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain crypto asset transactions, and encryption technology that anonymizes these transactions, that make crypto assets (as opposed to fiat currencies) more susceptible to use in illegal activity. Various regulatory authorities and law enforcement agencies have taken and continue to take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving crypto assets.

While we believe that our risk management and compliance framework is designed to comply with the regulations applicable to our operations in Japan and to detect significant illicit activities conducted by our potential or existing customers, we cannot ensure that we will be able to detect all illegal activity. If we introduce new services additional challenges may present themselves in monitoring for illicit activities. If any of our customers use our platforms to further such illegal activities, our business could be adversely affected.

Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.

We are subject to significant regulatory oversight in Japan, and our ability to comply with applicable complex and evolving laws, regulations, and rules is largely dependent on the establishment and maintenance of our compliance, audit, and reporting systems, as well as our ability to attract and retain qualified compliance and

other risk management personnel. While we have devoted significant resources to develop policies and procedures to identify, monitor, and manage our risks, and expect to continue to do so in the future, we cannot assure you that our policies and procedures will always be effective. Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure. Some of our methods for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. Our risk management policies and procedures also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing failures. In addition, we may elect to adjust our risk management policies and procedures to allow for an increase in risk tolerance, which could expose us to the risk of greater losses.

Regulators periodically review our compliance with our own policies and procedures and with a variety of laws and regulations. In addition, we face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance activities. We have received in the past, and may from time to time receive, additional examination reports citing violations of rules and regulations or inadequacies that require us to enhance certain practices with respect to our compliance program, including due diligence, training, monitoring, reporting, and recordkeeping. If we fail to comply with these, or do not adequately remediate certain findings, regulators could take a variety of actions that could impair our ability to conduct our business, including delaying, denying, withdrawing, or conditioning approval of certain products and services. In the case of non-compliance or alleged non-compliance, we could be subject to investigations and proceedings that may result in substantial penalties or civil lawsuits, including by customers. Any of these outcomes would adversely affect our reputation and brand and business, operating results, and financial condition. Some of these outcomes could adversely affect our ability to conduct our business.

We may suffer losses due to abrupt and erratic market movements.

The crypto asset market has been characterized by significant volatility and unexpected price movements. Certain crypto assets may become more volatile and less liquid in a very short period of time, resulting in market prices being subject to erratic and abrupt market movement, which could harm our business. For instance, abrupt changes in volatility or market movement can lead to extreme pressures on our cryptocurrency exchanges and infrastructure that can lead to inadvertent suspension of services across parts of the platform or the entire platform.

In addition, we hold certain crypto assets separately from the crypto assets of our customers in order to ensure liquidity for our customers. We utilize the value-at-risk method to help manage the market risk of such crypto assets held and we monitor the supply volume and transaction value of each crypto asset that we offer on our Marketplace platform for liquidity risk on a daily basis relative to our capital. However, as crypto assets are usually significantly more volatile than other financial assets, these periods of volatility and unexpected price fluctuations may affect our financial position and business performance if our risk management and liquidity risk procedures are not effective. One way in which we limit our exposure to market risk is by borrowing crypto assets from our customers under our Coincheck Lending program. Under the terms of the borrowing agreements, we return the subject crypto assets in kind at the end of the specified borrowing period. If borrowing from our customers becomes limited or unavailable, we might need to purchase and hold crypto assets in order to use them to facilitate the operations of our Marketplace platform, increasing our exposure to price fluctuations to the extent of the crypto assets held.

Negative publicity associated with crypto asset platforms, including instances of potential fraud, the bankruptcy of industry participants and the violation of applicable legal and regulatory requirements, may cause existing and potential customers to lose confidence in crypto asset platforms.

Crypto asset platforms are relatively new. Many of our competitors outside of Japan are unlicensed, unregulated, operate without supervision by any governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. In addition, crypto assets may be more vulnerable than other types of assets to market or price manipulation and other fraudulent practices due to the lack of regulations globally. A lack of transparency and incidents of fraud or malfeasance that result in losses to investors may cause our existing or potential customers and the general public to lose confidence in crypto asset platforms, including regulated platforms like ours. These incidents may also lead to increased regulatory scrutiny in Japan and other jurisdictions.

Numerous crypto asset platforms and firms have, over the years, been sued, investigated, shut down or suffered bankruptcy due to fraud, manipulative practices, business failure, and security breaches. In many of these instances, customers of these platforms were not compensated or made whole for their losses. Larger platforms are more appealing targets for hackers and malware and may also be more likely to be targets of regulatory enforcement actions. Examples over the years have included Mt. Gox in 2014 (bankruptcy in Japan after an estimated 850,000 Bitcoin were stolen from its wallets), Binance in 2019 (hacked, resulting in losses of approximately $40 million), Bitfinex in 2021 (alleged misuse of over $800 million of customer assets), FTX in 2022 (bankruptcy filing following allegations of fraud and mismanagement and criminal conduct), DMM Bitcoin in 2024 (Japanese company, hacked, resulting in loss of 4,502.9 Bitcoin, approximately ¥48.2 billion), and Bybit in 2025 (attack related to ETH cold wallets, and possible loss of over 400,000 ETH worth approximately $1.5 billion).

Recent highly publicized regulatory actions, particularly in 2023, against large and well known crypto asset companies over the years have been a source of intense negative publicity, including actions against or involving Coinbase (alleged violation of securities laws), Binance and its co-founder and CEO (alleged violations of the Commodity Exchange Act and CFTC regulations, misleading investors, and operating unregistered securities businesses), FTX and its founder (criminal and civil fraud), Ripple Labs (alleged securities laws violations; settlement in 2024 of action filed in 2000). Notwithstanding ultimate dismissal in some instances, the initiation and existence of such enforcement actions may result in the incurrence of significant time and expense and produce reputational harm.

Negative perceptions about crypto asset offering resulting from these widely published incidents of closure or temporary shutdown of crypto asset platforms due to fraud, business failure, hackers or malware, or government mandated regulation, and associated losses suffered by customers, may reduce investor confidence and result in greater volatility of the prices of crypto assets, including significant depreciation in value, which could have an adverse impact on our business.

Depositing and withdrawing crypto assets in and from our cryptocurrency exchanges involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely impact our business.

In order to own, transfer and use a crypto asset on its underlying blockchain network, a person must have a private and public key pair associated with a network address, commonly referred to as a “wallet.” Each wallet is associated with a unique “public key” and “private key” pair, each of which is a string of alphanumerical characters. To deposit crypto assets with us a customer must “sign” a transaction that consists of the private key of the wallet from where the customer is transferring crypto assets, the public key of a wallet that we control which we provide to the customer, and the broadcast of the deposit on the underlying blockchain network. Similarly, to withdraw crypto assets deposited with us, the customer must provide us with the public key of the wallet where the crypto assets are to be transferred, and we are required to “sign” a transaction authorizing the transfer. In addition, some crypto networks require that additional information be provided in connection with any transfer of crypto assets to or from our cryptocurrency exchanges. A number of errors can occur in the process of depositing or withdrawing crypto assets, such as typos, mistakes, or the failure to include the information required by the blockchain network. For instance, a user may incorrectly enter our wallet’s public key or the desired recipient’s public key when depositing and withdrawing from our cryptocurrency exchanges, respectively. Alternatively, a user may transfer crypto assets to a wallet address that he does not own, control or hold the private keys to. In addition, each wallet address is only compatible with the underlying blockchain network on which it is created. For instance, a Bitcoin wallet address can only be used to send and receive Bitcoin. If any Ethereum or other crypto asset is sent to a Bitcoin wallet address, or if any of the foregoing errors occur, all of the customer’s crypto assets will be permanently and irretrievably lost with no means of recovery. We have encountered and expect to continue to encounter similar incidents with our customers. Such incidents could result in customer disputes, damage to our brand and reputation, legal claims against us, and financial liabilities, any of which could adversely affect our business.

A temporary or permanent blockchain “fork” to any supported crypto asset could adversely affect our business.

Blockchain protocols, including Bitcoin and Ethereum, are open source. Any user can download the software, modify it, and then propose that Bitcoin, Ethereum or other blockchain protocols users and miners adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the Bitcoin, Ethereum or other blockchain protocol networks, as

applicable, remain uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence is called a “fork” (i.e., “split”) of the impacted blockchain protocol network and respective blockchain, with one prong running the pre-modified software and the other running the modified software. The effect of a fork is the existence of two parallel versions of the Bitcoin, Ethereum or other blockchain protocol network, as applicable, running simultaneously, but with each split network’s crypto asset lacking interchangeability.

Both Bitcoin and Ethereum protocols have been subject to “forks” that resulted in the creation of new networks, including Bitcoin Cash ABC, Bitcoin Cash SV, Bitcoin Diamond, Bitcoin Gold, Ethereum Classic, and others. Some of these forks have caused fragmentation among platforms as to the correct naming convention for forked crypto assets. Due to the lack of a central registry or rulemaking body, no single entity has the ability to dictate the nomenclature of forked crypto assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked crypto assets, and which results in further confusion to users as to the nature of assets they hold on platforms. In addition, several of these forks were contentious and, as a result, participants in certain communities may harbor ill will towards other communities. As a result, certain community members may take actions that adversely impact the use, adoption, and price of Bitcoin, Ethereum, or any of their forked alternatives.

Hard forks can also lead to new security concerns. For instance, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,” plagued platforms that traded Ethereum through at least October 2016, resulting in significant losses to some crypto asset platforms. Similar replay attacks occurred in connection with the Bitcoin Cash and Bitcoin Cash SV network split in November 2018. Another possible result of a hard fork is an inherent decrease in the level of security due to the splitting of some mining power across networks, making it easier for a malicious actor to exceed 50% of the mining power of that network, thereby making crypto assets that rely on proof-of-work more susceptible to attack, as occurred with Ethereum Classic.

We do not believe that we are required to support any fork or provide the benefit of any forked crypto asset to our customers. However, we have in the past and may in the future continue to be subject to claims by customers arguing that they are entitled to receive certain forked or airdropped crypto assets by virtue of crypto assets that they hold with us. If any customers succeed on a claim that they are entitled to receive the benefits of a forked or airdropped crypto asset that we do not or are unable to support, we may be required to pay significant damages, fines or other fees to compensate customers for their losses.

Forks may occur at any time. A fork can lead to a disruption of networks and our information technology systems, cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to temporary or even permanent loss of our and our customers’ assets. Such disruption and loss could cause us to be exposed to liability, even in circumstances where we have no intention of supporting an asset compromised by a fork.

We currently support, and expect to continue to support, certain smart contract-based crypto assets. If the underlying smart contracts for these crypto assets do not operate as expected, they could lose value and our business could be adversely affected.

We currently support, and expect to continue to support, various crypto assets that represent units of value on smart contracts deployed on a third party blockchain. Smart contracts are programs that store and transfer value and execute automatically when certain conditions are met. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design can have damaging effects. For instance, in April 2018, a batch overflow bug was found in many Ethereum-based ERC20-compatible smart contract tokens that allowed hackers to create a large number of smart contract tokens, causing multiple crypto asset platforms worldwide to shut down ERC20-compatible token trading. Similarly, in March 2020, a design flaw in the MakerDAO smart contract caused forced liquidations of crypto assets at significantly discounted prices, resulting in millions of dollars of losses to users who had deposited crypto assets into the smart contract. If any such vulnerabilities or flaws come to fruition, smart contract-based crypto assets, including those held by us for our customers, may be affected by negative publicity, be exposed to security vulnerabilities, decline significantly in value, and lose liquidity over a short period of time.

In some cases, smart contracts can be controlled by one or more “admin keys” or users with special privileges, or “super users.” These users have the ability unilaterally to make changes to the smart contract, enable or disable features on the smart contract, change how the smart contract receives external inputs and data, and make other

changes to the smart contract. For smart contracts that hold a pool of reserves, these users may also be able to extract funds from the pool, liquidate assets held in the pool, or take other actions that decrease the value of the assets held by the smart contract in reserves. Even for crypto assets that have adopted a decentralized governance mechanism, such as smart contracts that are governed by the holders of a governance token, such governance tokens can be concentrated in the hands of a small group of core community members, who would be able to make similar changes unilaterally to the smart contract. If any such super user or group of core members unilaterally make adverse changes to a smart contract, the design, functionality, features and value of the smart contract, and its related crypto assets, may be harmed. In addition, assets held by the smart contract in reserves may be stolen, misused, burnt, locked up or otherwise become unusable and irrecoverable. These super users can also become targets of hackers and malicious attackers. If an attacker is able to access or obtain the super user privileges of a smart contract, or if a smart contract’s super-users or core community members take actions that adversely affect the smart contract, our customers who hold and transact in the affected crypto assets may experience decreased functionality and value of the applicable crypto assets, up to and including a total loss of the value of such crypto assets. Although we do not control these smart contracts, any such events could cause customers to seek damages against us for their losses, result in reputational damage to us, or in other ways adversely impact our business.

From time to time, we may encounter technical issues in connection with the integration of supported crypto assets and changes and upgrades to their underlying networks, which could adversely affect our business.

In order to support any crypto asset, a variety of front and back-end technical and development work is required to implement our wallet, custody, trading, and other solutions for our customers, and to integrate such supported crypto asset with our existing technical infrastructure. For certain crypto assets, a significant amount of development work is required and there is no guarantee that we will be able to support successfully any existing or future crypto asset. In addition, such integration may introduce software errors or weaknesses into our crypto asset platforms, including our existing infrastructure. Even if such integration is initially successful, any number of technical changes, software upgrades, soft or hard forks, cybersecurity incidents, or other changes to the underlying blockchain network may occur from time to time, causing incompatibility, technical issues, disruptions, or security weaknesses to our platforms and technical infrastructure. If we are unable to identify, troubleshoot and resolve any such issues successfully, we may no longer be able to support such crypto asset, our customers’ assets may be frozen or lost, the security of our hot, warm, or cold wallets may be compromised, and our platforms and technical infrastructure may be affected, all of which could adversely impact our business.

If miners or validators of any supported crypto asset demand high transaction fees, our operating results may be adversely affected.

We charge miner fees when a customer sends certain crypto assets from their Coincheck account to a non-Coincheck account. We estimate the miner fee based on the cost that we will incur to process the withdrawal transaction on the underlying blockchain network. We also pay miner fees when we move crypto assets for various operational purposes, such as when we transfer crypto assets between our hot and cold wallets, for which we do not charge our customers. Miner fees can be unpredictable. For instance, in 2021, Bitcoin miner fees increased from approximately $10 per transaction in January 2021 to over $60 per transaction in April 2021 and again to over $120 per transaction in April 2024. Even though Bitcoin’s miner fees have since decreased, if the block rewards for miners on any blockchain network are not sufficiently high to incentivize miners, miners may demand higher transaction fees, or collude to reject low transaction fees and force users to pay higher fees. Although we generally attempt to pass miner fees relating to customer withdrawals through to our customers, we have in the past incurred, and expect to incur from time to time, losses associated with the payment of miner fees in excess of what we charge our customers, resulting in adverse impact on our operating results.

The nature of our business requires the application of complex financial accounting and tax rules relating to crypto assets transactions, crypto assets and crypto-related revenue, and there is limited guidance from accounting standard setting bodies and taxing authorities. If financial accounting standards undergo significant changes or taxing authorities announce new tax rules, our operating results could be adversely affected.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the IFRS Foundation and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. In

addition, there has been limited precedent for the financial accounting of crypto assets and related valuation and revenue recognition standards. As such, there remains significant uncertainty on how companies should account for crypto assets transactions, crypto assets and related revenue. There has been limited guidance from taxing authorities on treatment of crypto assets and revenue therefrom. Japanese tax audits or changes in the tax treatment of our business could result in the imposition of significant additional taxes. Uncertainties in or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and restate our financial statements and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and more generally impact our business, operating results, and financial condition.

We obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, result in liability claims and regulatory enforcement actions and otherwise have an adverse effect on our business.

We obtain and process large amounts of sensitive data, including personal data related to our customers and their transactions, such as their names, addresses, copies of government-issued identification, trading data, tax identification, and bank account information. We face risks, including to our reputation, in the handling and protection of this data, and these risks will increase if our business continues to expand. In addition, Japanese laws and regulations, such as the Act on the Protection of Personal Information (“APPI”), governing privacy and data protection require us to safeguard our customers’, employees’, and service providers’ personal data and other important information. If we fail to comply with the regulations under the APPI, we may face recommendation and order from the Personal Information Protection Commission and be liable for fines.

We have administrative, technical, and physical security measures and controls in place and believe we maintain a robust information security program. However, our security measures may be inadequate or breached as a result of third-party action, employee or service provider error, malfeasance, malware, phishing, hacking attacks, system error, trickery, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or otherwise, and, as a result, someone may be able to obtain unauthorized access to sensitive information, including personal data, on our systems. Additionally, our customers have been and could in the future be targeted in cybersecurity incidents like an account takeover, which could result in harm to our reputation and financial losses. Additionally, privacy and data protection laws are evolving, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data handling safeguards and practices that could result in fines, lawsuits, and other penalties, and significant changes to our or our vendors’ or other service providers’ business practices, products and service offerings.

Risks Relating to Third Parties

We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our customers.

We rely on third parties in connection with many aspects of our business, including payment processors, banks, and payment gateways to process transactions; cloud computing services and data centers that provide facilities, infrastructure, website functionality and access, components, and services, including databases and data center facilities and cloud computing; and third parties that provide outsourced customer service, compliance support and product development functions which are critical to our operations. Because we rely on third parties to provide these services and to facilitate certain of our business activities, we face increased operational risks. We do not control the operation of any of these third parties, including the data center facilities we use. These third parties may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics (like the COVID-19 pandemic) and similar events. There can be no assurance that third parties that provide services to us or to our customers on our behalf will continue to do so on acceptable terms, or at all. If any third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our customers on our behalf, such as if third-party service providers were to close their data center facilities without adequate notice, are unable to restore operations and data, fail to perform as expected, or experience other unanticipated problems, we may be unable

to procure alternatives in a timely and efficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences which could harm our business.

In addition, we are continually improving and upgrading our information systems and technologies. Implementation of new systems and technologies is complex, expensive, time-consuming, and may not be successful. If we fail to timely and successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, it could have an adverse impact on our business, internal controls (including internal controls over financial reporting), operating results, and financial condition.

Our current and future services are dependent on payment networks and acquiring processors, and any changes to their rules or practices could adversely impact our business.

We rely on banks and other payment processors to process customers’ payments in connection with the purchase of crypto assets on our cryptocurrency exchanges and we pay these providers fees for their services. From time to time, payment networks have increased, and may increase in the future, the interchange fees and assessments that they charge for transactions that use their networks. Payment networks have imposed, and may impose in the future, special fees on the purchase of crypto assets, including on our cryptocurrency exchanges, which could significantly increase our costs. We could attempt to pass these increases along to our customers, but this strategy might result in the loss of customers to our competitors who may not also pass along the increases, thereby reducing our total revenue and earnings.

We may also be directly or indirectly liable to the bank or other payment processor for rule violations, or they may refuse to do business, or continue to do business, with us if they believe we have committed rule violations. Banks and other payment processors set and interpret their network operating rules, including the level of sufficient compliance by the crypto firm with the “travel rule” that has been enacted to support anti-money laundering laws and regulations. See subsections about anti-money laundering and the “travel rule” in “Business — Regulatory Environment.” The vendor we use, considered an industry standard and used by many crypto firms, to provide the technology services that enable tracking of transactions to comply with the travel rule does not support, or fully support, certain cryptocurrencies we offer. If a bank or other payment processor is not satisfied with our level of compliance, as we have been advised from time to time they may not be, we may be required to change to another bank or payment processor, if possible, or alter our product offering or business practices, which may be costly or otherwise adversely affect our business. They could also adopt new operating rules or standards or interpret or reinterpret existing rules that we might find difficult or even impossible to follow, or costly to implement.

Our success depends in part upon continued distribution through app stores and effective operation with mobile operating systems, networks, technologies, products, hardware and standards that we do not control.

A substantial majority of our customers’ activity on our cryptocurrency exchanges occurs on mobile devices. There is no guarantee that popular mobile devices will remain compatible with the Coincheck app. We are dependent on the interoperability of our app with popular mobile operating systems, networks, technologies, products, hardware and standards that we do not control, such as the Android and iOS operating systems. Any changes, bugs or technical issues in such systems, or changes in our or our customers’ relationships with mobile operating system providers, device manufacturers or mobile carriers, or in their terms of service or policies, that degrade the functionality of our app, reduce or eliminate our ability to distribute applications, give preferential treatment to competitive products, limit our ability to target or measure the effectiveness of applications, raise prices, or impose fees or other charges related to the delivery of our application, could adversely affect customer usage of the Coincheck app.

We are also subject to the standard policies and terms of service of these operating systems, as well as policies and terms of service of the various application stores that make our application and experiences available to our developers, creators and customers. These policies and terms of service govern the availability, promotion, distribution, content and operation generally of applications and experiences on such operating systems and stores. Each provider of these operating systems and stores has broad discretion to change and interpret its terms of service and policies with respect to our cryptocurrency exchanges and those changes may be unfavorable to us and our developers’, creators’ and customers’ use of our cryptocurrency exchanges. If we were to violate, or an operating system provider or application store believes that we have violated, its terms of service or policies, that operating

system provider or application store could limit or discontinue our access to its operating system or store. In some cases these requirements might not be clear or our interpretation of the requirements might not align with the interpretation of the operating system provider or application store, which could lead to inconsistent enforcement of these terms of service or policies against us, and could also result in the operating system provider or application store limiting or discontinuing access to its operating system or store. Any limitation or discontinuation of our access to any third-party platform or application store could adversely affect our business, financial condition or results of operations.

Additionally, in order to deliver a high-quality mobile experience for our customers, it is important that our products and services work well with a range of mobile technologies, products, systems, networks, hardware and standards that we do not control. We might not be successful in developing products that operate effectively with these technologies, products, systems, networks or standards. In the event that it is more difficult for our customers to access and use our app, or if our customers choose not to access or use our app on their mobile devices or use mobile products that do not offer access to our app, our customer growth, retention and engagement could be harmed.

We are exposed to credit risks due to our reliance on cryptocurrency exchange brokers, which may cause us to incur financial or reputational harm.

We are exposed to certain credit risks due to our reliance on third-party cryptocurrency exchange brokers with whom we execute cover transactions to hedge our exposure to specific crypto assets. Our counterparties in our hedging transactions (which we refer to as our cover counterparties) are composed of a relatively small number of financial institutions and cryptocurrency exchange brokers. We borrow crypto assets from our customers and, in order to be able to hedge by executing cover transactions, hold a portion of those borrowed crypto assets in our accounts with such cryptocurrency exchange brokers. If such cover counterparty should go bankrupt or retain such crypto assets for some other unanticipated reason, we would still be responsible for returning such crypto assets to our customers. We self-impose, as a risk management policy, an overall risk limit amount and specific limits per cover counterparty on a daily basis. We also seek to stay alert for information that could lead to credit, legal or reputational concerns about a cryptocurrency exchange broker we deal with. If concerns arise, we take measures to avoid or reduce the risk, such as reducing the amount on deposit with the affected cover counterparty and transferring the assets to alternative cover counterparties. If credit, legal or reputational concerns regarding all of the cryptocurrency exchange brokers we transact with for a particular crypto asset were to arise, we would likely then attempt to use our own Exchange platform or other OTC counterparties capable of netting settlement to execute cover transactions. If these alternatives are not feasible for a particular crypto asset, however, we may need to temporarily suspend the trading and handling of the affected crypto asset, which could adversely affect our results of operations and our business reputation. On March 24, 2023, Binance, one of our cover counterparties, suffered an outage and suspended the trading of all crypto assets for a number of hours. As of the same date, our crypto assets deposited with Binance had increased to ¥194 million due to an increase in crypto asset prices. Although we were able to successfully use alternative counterparties without disruption to our services in this instance, we may not be successful in doing that in the future if a similar situation with a cover counterparty arises. We are still obligated to complete transactions which have already been placed by customers and accepted by our system, even if we are unable to execute cover transactions.

We transact with both Japanese and international counterparties, and our largest single credit exposure as of March 31, 2025 relates to crypto assets we have deposited in order to transact with bitFlyer. We also transact with OKX and Binance as cover counterparties, and transacted with Bittrex until December 2023 (Bittrex announced in March 2023 it would be shutting down its operations and did so in December 2023). The following table shows the amounts deposited with OKX, bitFlyer, Binance, Bittrex, and all of our cover counterparties in total, as well as our cash and cash equivalents, as of March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024 and March 31, 2025.

____________

(1)      The % of total equity = Amount deposited with all of our cover counterparties/Total equity.

We have not suffered credit losses with respect to our counterparties to date, but there can be no assurance that any risk limitation measures we take will prove to be effective and there is a possibility that sudden changes in market conditions could lead to such counterparties having their credit rating downgraded, becoming insolvent or otherwise becoming unable to fulfill their obligations to us, which could have an adverse effect on our customers, business, reputation and results of operations.

Risks Relating to Intellectual Property

Our intellectual property rights are valuable, and an inability to protect them could adversely impact our business, operating results, and financial condition.

Our business depends in large part on our proprietary technology and our brand. We rely on, and expect to continue to rely on, a combination of trademark, trade dress, domain name, copyright and trade secret and laws, as well as confidentiality and license agreements with our employees, contractors, consultants and third parties with whom we have relationships, to establish and protect our brand and other intellectual property rights. However, our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach of our confidentiality and license agreements, or (with respect to proprietary technology) reverse engineering, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with our business.

We may be subject to claims for alleged infringement of proprietary rights of third parties.

In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity related to crypto assets, as well as litigation, based on allegations of infringement or other violations of intellectual property. Our use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation. We cannot guarantee that our internally developed or acquired or licensed technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products or services or using certain technologies, force us to implement expensive work-arounds, or impose other unfavorable terms or consequences. We expect that the occurrence of infringement claims is likely to grow as the market for crypto assets grows and

matures. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results, and financial condition.

Our platforms and systems contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could harm our business.

Our platforms and systems contain software modules licensed to us by third-party authors under “open source” licenses. We also make certain of our own software available to users for free under various open source licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the use of open source software presents the risk of added security vulnerability because the public availability of such software may make it easier for others to compromise our platforms and systems.

Some open source licenses contain requirements that we make available derivative works we create based upon the open source software we used, meaning that if we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could impair a competitive advantage that our proprietary software had given us. Or, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.

Although we have recently (in May 2025) conducted an inventory and review of our use of open source software and did not identify any material issues of concern, we cannot assure you that our processes for controlling our use of open source software in our platforms and systems are, or will be, effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face litigation, infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our software, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, operating results, and financial condition. Moreover, the terms of many open source licenses have not been interpreted by domestic or foreign courts. As a result, there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our product and service offerings.

Risks Relating to Our Employees

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial condition.

We operate in an industry that is not widely understood and requires personnel with specialized knowledge and technical skills. We believe that our future success is highly dependent on the talents and contributions of our senior management team, members of our executive team, and other key employees in areas including systems design and engineering, risk management, finance, compliance and legal, and marketing. Our future success depends on our ability to attract, develop, motivate, and retain highly qualified and skilled employees. Due to the relatively recent emergence of markets for crypto assets, the pool of qualified talent is extremely limited, particularly with respect to executive talent, systems engineering, risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software and other technology companies. To attract and retain key personnel, we incur significant costs, including salaries and benefits and equity incentives. Even so, these measures may not be enough to attract and retain the personnel we require to operate our business effectively. The loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the operation of our business, could adversely impact our operating results and impair our ability to grow.

In the event of employee or similar service provider misconduct or error, our business may be adversely impacted.

Employee or similar service provider (if not technically an employee, such as an individual contractor, consultant, adviser or agent) misconduct or error could subject us to legal liability, financial losses, and regulatory sanctions and could seriously harm our reputation and negatively affect our business. Such misconduct could include engaging in improper or unauthorized transactions or activities, misappropriation of customer funds, failing to supervise other employees or service providers, compliance or harassment violations by our employees and improperly using confidential information. Human error, including mistakes in executing, recording, or processing transactions for customers, could expose us to the risk of material losses, even if the mistakes are detected. Although we have implemented processes and procedures and provide training to our employees and similar service providers to reduce the likelihood of misconduct and error, these efforts may not be successful. Moreover, the risk of error may be greater for novel products and services because the rapid pace of development of markets for crypto assets and related regulatory frameworks can create a high risk of confusion with respect to compliance obligations, such as those relating to confidentiality, data protection, data access, trading, and conflicts of interest. It is not always possible to deter violative or inappropriate conduct (whether unintentional, or due to carelessness or reckless or intentional behavior), and the precautions we take to prevent and detect inappropriate activity may not be effective in all cases. If we were found to have not met our regulatory oversight and compliance and other obligations, including supervision of employees, we could be subject to regulatory sanctions, financial penalties, and restrictions on our activities for failure to properly identify, monitor and respond to potentially problematic activity, which can seriously damage our reputation. Our employees, contractors and agents could also commit errors that subject us to financial claims for negligence, as well as regulatory actions, or otherwise result in financial liability.

Risks Relating to Our Ordinary Shares

Fluctuations in the price of our Ordinary Shares could contribute to the loss of all or part of your investment.

Fluctuations in the price of our Ordinary Shares could contribute to the loss of all or part of your investment. The trading price of our Ordinary Shares has been, and may continue to be, volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have an adverse effect on your investment in our Ordinary Shares and our Ordinary Shares may trade at prices significantly below the price you paid for them. In such a circumstance, the trading price of our Ordinary Shares may not recover and may experience a further decline.

Factors affecting the trading price of our Ordinary Shares may include:

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•        the volume of our Ordinary Shares available for public sale;

•        changes in the market’s expectations about our operating results;

•        success of competitors;

•        our operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning our company or the industry in which we operate;

•        operating and share price performance of other companies that investors deem comparable to us;

•        our ability to market new and enhanced products and technologies on a timely basis;

•        changes in laws and regulations affecting our business;

•        our ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving us;

•        changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

•        any major change in our Board of Directors or management;

•        sales of substantial amounts of our Ordinary Shares by our directors, executive officers or significant shareholders or the perception that such sales could or may occur; and

•        general economic and political conditions such as recessions, interest rate changes, international currency fluctuations, and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our Ordinary Shares irrespective of our operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our Ordinary Shares, are not predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our share price regardless of our business, prospects, financial condition or results of operations. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

There may not be an active trading market for our Ordinary Shares, which would adversely affect the liquidity and price of our securities and make it difficult for you to sell our Ordinary Shares, and may also make it difficult for us to make acquisitions we find attractive.

Prior to the consummation of the Business Combination there was not a public trading market for our Ordinary Shares, and following the closing of the Business Combination and the listing of our Ordinary Shares on Nasdaq the volume of our Ordinary Shares available for public sale has been relatively small, and generally there has been less than 100,000 shares traded per day. If we are unable to create a more liquid market for our Ordinary Shares, through another primary offering (which can be dilutive and the ability of which to complete is largely controlled by capital market conditions and demand) or other means, our share price may remain volatile, or may decline, there may be limited interest in our Ordinary Shares by institutional and sophisticated investors, analysts may not have or lose interest in covering us, and potential acquisition targets may not be comfortable receiving our Ordinary Shares as consideration, which could materially impede our ability to make acquisitions we find attractive on favorable terms, or at all. It is possible that a more active trading market for our Ordinary Shares will not develop in the foreseeable future, or at all.

Future sales of our Ordinary Shares or the anticipation of future sales could reduce the market price of our Ordinary Shares.

Sales of a substantial number of our Ordinary Shares in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional equity securities. As of March 31, 2025, we have 130,814,526 Ordinary Shares issued and outstanding.

The registration statement to which this prospectus relates covers (i) the resale by the applicable selling securityholders, from time to time, of up to 127,688,754 Ordinary Shares, including up to 129,611 Ordinary Shares issuable upon the exercise of the Private Warrants, subject to any applicable contractual or legal restrictions, and (ii) the issuance of up to 4,730,537 Ordinary Shares issuable upon the exercise of the Public Warrants (and 4,860,148 Ordinary Shares, inclusive of the Ordinary Shares underlying the Private Warrants). The Ordinary Shares that can be offered for resale, pursuant to this prospectus, represents approximately 94.1% of our total outstanding Ordinary Shares on a fully diluted basis (assuming and after giving effect to the issuance of Ordinary Shares upon exercise of all outstanding Warrants but excluding any unvested equity awards). During the time that such registration statement remains effective, the selling securityholders will be permitted (subject to compliance with the contractual lock-up restrictions that apply to certain selling securityholders) to sell the shares registered thereby. The resale, or anticipated or potential resale, of a substantial number of our Ordinary Shares may have a material negative impact on the market price of our Ordinary Shares and could make it more difficult for our shareholders

to sell their Ordinary Shares at such times and at such prices they deem desirable. Additionally, even if the price of our Ordinary Shares declines substantially, some selling securityholders may still have an incentive to sell to obtain liquidity for themselves.

We may issue additional Ordinary Shares or other equity securities, which would dilute your ownership interests and may depress the market price of our Ordinary Shares.

We may issue additional Ordinary Shares or other equity securities of equal or senior rank in the future in connection with, among other things, financings, future acquisitions, repayment of outstanding indebtedness, employee benefit plans and exercises of outstanding options, warrants and other convertible securities, in a number of circumstances.

Our issuance of additional Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

•        your proportionate ownership interest in our company will decrease;

•        the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

•        the relative voting strength of your shares may be diminished; and

•        the market price of our Ordinary Shares may decline.

Our largest shareholder, Monex, continues to exercise supermajority control over us and may have interests that differ from or conflict with ours.

As of the date of this prospectus, Monex Group, Inc. holds in the aggregate over 80% of our Ordinary Shares outstanding. Accordingly, Monex exercises control, including veto rights, over all fundamental decisions that require shareholder approval, such as the approval of mergers or other business combination transactions, the sale of businesses and amendments to our Articles of Association. As a result, Monex generally has the power to prevent or delay a change of control or other transactions that you may believe would be beneficial to our shareholders, and this may also prevent or discourage shareholder initiatives aimed at changing our management or strategy or otherwise exerting influence over us. Monex, itself a publicly traded company in Japan, will exercise its voting power in its own interest, which may not be in line, or may be in conflict with, the interests of the remaining shareholders.

We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

We will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we give notice of redemption. If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. None of the Private Warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

In the event that we elect to redeem all of the redeemable warrants as described above, we will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

In addition, beneficial owners of the redeemable warrants will be notified of such redemption by posting of the redemption notice to DTC. We are not contractually obligated to notify investors when our warrants become eligible for redemption, and do not intend to so notify investors upon eligibility of the warrants for redemption.

We incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.

We face increased legal, accounting, administrative, director and officer insurance liability, and other costs and expenses as a public company (we became a public company on December 11, 2024) that Coincheck, Inc. did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404 thereof, as well as rules and regulations of the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements increase costs and make certain activities more time-consuming. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

If we fail to maintain effective internal control over financial reporting, the price of our Ordinary Shares may be adversely affected.

We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting, or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, or disclosure of management’s assessment of our internal control over financial reporting, may have an adverse impact on the price of our Ordinary Shares.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. We are required to comply with the management certification requirements of the Sarbanes-Oxley Act of 2002 (“SOX”) in our annual reports on Form 20-F, and we will be required to include management’s annual report on internal control over financial reporting in our annual reports on Form 20-F, pursuant to Section 404(a) of SOX, commencing with the report for the year ending March 31, 2026. If we cease to be a non-accelerated filer under SOX (market value of shares held by non-affiliates, or “public float,” under $75 million), we would then be required to comply with Section 404(b) of SOX (provide an auditor’s attestation report to management’s annual report on internal control over financial reporting) in our annual reports on Form 20-F. As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

In connection with the preparation of our consolidated financial statements for the year ended March 31, 2023, we identified a material error related to the accounting for Marketplace transaction revenue recognition and therefore restated our financial statements for the years ended March 31, 2021 and 2022. We had reconsidered during our fiscal year ended March 31, 2023 our accounting policy for Marketplace platform transactions, and reconsideration of the policy for revenue recognition was determined appropriate based upon the development of interpretive guidance across the blockchain and digital asset industry, as well as information obtained from conversations with our auditors, third-party consultants, and other relevant parties. Based on this reconsideration, we determined that use of the former accounting policy had resulted in a material misstatement of Coincheck’s marketplace transaction

revenue and costs of sales for the years ended March 31, 2021 and 2022, which required our restatement. We applied the corrected accounting policy for transaction revenue recognition in our audited financial statements for the year ended March 31, 2023, and have continued to do so thereafter, including for this prospectus. Management has concluded that, even though the corrected accounting policy for transaction revenue recognition has been applied beginning with our year-end financial statements for the year ended March 31, 2023, the material weakness has not been completely remediated. Management’s remediation program, which includes actively monitoring and staying informed of the latest accounting practices related to crypto assets among SEC registrants, has not been completed and operating for a sufficient period of time while we have been a publicly traded company (i.e., since December 11, 2024), and therefore our internal control over financial reporting was not effective in this regard as of March 31, 2025. We intend to complete the remediation process during our current fiscal year, but we cannot provide assurances that we will be successful or prevent additional material weaknesses or significant deficiencies in our internal controls over financial reporting in the future.

We qualify as a foreign private issuer (FPI) within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we currently publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events are also furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, if you hold our securities, you may receive less or different information about us, and at different times, than that you would receive about a U.S. domestic public company.

We could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. Holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

Also, in June 2025 the SEC issued a concept release soliciting public comment on potential changes to the definition of a Foreign Private Issuer (FPI). This release is the first review of the FPI framework since 2008, and the SEC is considering revisions that could significantly impact which foreign companies qualify for the more-relaxed U.S. reporting requirements afforded to FPIs. The concept release outlines several potential approaches to revising the FPI definition, including updating existing eligibility criteria, adding foreign trading volume requirements, and incorporating an assessment of foreign regulation. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled. See “Management — Implications of Being a Foreign Private Issuer.”

Because we have no plans to pay cash dividends on Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you are able to sell your Ordinary Shares for a price greater than that which you paid for them.

We plan to retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, acquisition plans and activities, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on your investment unless you sell our Ordinary Shares for a price greater than that which you paid for them.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq or any other exchange.

Our Ordinary Shares are listed on Nasdaq under the symbol “CNCK”. If Nasdaq delists our Ordinary Shares from trading on its exchange for failure to meet the listing standards, we and holders of our Ordinary Shares could face significant adverse consequences including:

•        a limited availability of market quotations for our Ordinary Shares;

•        reduced liquidity for our Ordinary Shares;

•        a determination that our Ordinary Shares are a “penny stock” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our Ordinary Shares;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Some Selling Securityholders purchased securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors may not experience a similar rate of return.

The securities being registered for resale pursuant to this prospectus include Ordinary Shares and Private Warrants that were purchased at prices or received for consideration that may be significantly below the current trading prices of these securities on the open market, and the sale of which would result in certain Selling Securityholders realizing a significant gain. The BCA Selling Securityholders acquired the BCA Ordinary Shares covered by this prospectus at average prices ranging from $0.13 (¥18.86) per Ordinary Share to $1.55 (¥230.25) per Ordinary Share. By comparison, the offering price to public shareholders in Thunder Bridge’s initial public offering was $10.00 per unit, which consisted of one Ordinary Share and one fifth of one Public Warrant. Consequently, certain BCA Selling Securityholders may realize a positive rate of return on the sale of their Ordinary Shares covered by this prospectus even if the market price of the Ordinary Shares is below $10.00 per Ordinary Share.

The securities being registered hereby (excluding the Next Finance Acquisition Shares) were acquired in connection with the Business Combination in exchange for equity interests held in either Coincheck, Inc. or the Sponsor, or for Private Placement Units purchased pursuant to the Placement Unit Purchase Agreement. The purchase prices paid by the BCA Selling Securityholders for the Ordinary Shares were calculated based on the sum total consideration each BCA Selling Securityholders paid for such exchanged equity interest or Private Placement Units in the amount as follow: (i) Monex Group, Inc. received 109,097,910 Ordinary Shares for an effective aggregate purchase price of ¥8,356,278,855 ($56,267,449), or ¥76.59 ($0.52) per share, based on consideration paid for the exchanged equity interest held in Coincheck, Inc., (ii) Koichiro Wada received 9,700,464 Ordinary Shares for an effective aggregate purchase price of ¥316,720,000 ($2,132,651), or ¥32.65 ($0.22) per share, based on consideration paid for the exchanged equity interest held in Coincheck, Inc., (iii) Yusuke Otsuka received 3,789,243 Ordinary Shares for an effective aggregate purchase price of ¥71,482,500 ($481,331), or ¥18.86 ($0.13) per share, based on consideration paid for the exchanged equity interest held in Coincheck, Inc. and (iv) the Sponsor received 4,195,973 Ordinary Shares (excluding 2,365,278 Ordinary Shares which the Sponsor received but forfeited

and surrendered for no consideration) for an effective purchase price of ¥966,140,716 ($6,505,560), or ¥230.25 ($1.55) per share, based on consideration paid for the exchanged equity interest held in the Sponsor. The Sponsor also received 129,611 Private Warrants exercisable at $11.50 per share underlying its Private Placement Units.

Given the lower purchase prices that the BCA Selling Securityholders paid to acquire Ordinary Shares or Warrants compared to the current trading price of our Ordinary Shares or Warrants, these BCA Selling Securityholders are likely to earn a positive rate of return on their investment at current market prices. Based on the last reported sale price on August 26, 2025 of $4.90 (¥719.42) per Ordinary Share, the BCA Selling Securityholders would realize profits on the sale of their holdings as follows: (i) Monex Group would realize a potential profit of ¥70,130,721,361 ($477,664,632.62), or ¥642.82 ($4.38) per share, (ii) Koichiro Wada would realize a potential profit of ¥6,661,968,410 ($45,375,074.31), or ¥686.77 ($4.68) per share, (iii) Yusuke Otsuka would realize a potential profit of ¥2,654,567,121 ($18,080,419.02), or ¥700.55 ($4.77) per share and (iv) the Sponsor would realize a potential aggregate profit of ¥2,063,512,185 ($14,054,707.70), or ¥491.78 ($3.35), per share. The Sponsor would also realize a value of ¥13,135,411 ($89,466) upon the sale of its Private Warrants based on the August 26, 2025 last reported sale price of $0.69 (¥101.31) of our Public Warrants. The aggregate amount of profit for such BCA Selling Securityholders would be ¥79,447,256,892 ($541,120,125.95). Investors who purchase our Ordinary Shares in the open market may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

There is no guarantee that the exercise price of our Warrants will ever be less than the trading price of our Ordinary Shares, and our Warrants may expire worthless.

The exercise price for a warrant is $11.50 per Ordinary Share. On August 26, 2025, the last reported sale price of our Ordinary Shares was $4.90 per share. If the price of our Ordinary Shares remains below $11.50 per share, we expect that warrantholders would not exercise their Warrants, resulting in little or no cash proceeds to us. There is no guarantee that the Warrants will be “in the money” prior to their expiration, and as such, the Warrants may expire worthless.

The Ordinary Shares being registered in this prospectus represent a substantial percentage of our public float and of our outstanding Ordinary Shares, and the sale of such shares could cause the market price of our Ordinary Shares to decline significantly, even if our business is doing well.

The Ordinary Shares being registered for resale in this prospectus represent a substantial percentage of our public float and of our outstanding Ordinary Shares. The Ordinary Shares being offered for resale by the Selling Securityholders pursuant to this prospectus represent approximately 94.1% of our total outstanding Ordinary Shares as of August 26, 2025 on a fully diluted basis (assuming and after giving effect to the issuance of Ordinary Shares upon exercise of all outstanding Warrants but excluding any unvested equity awards). Once the registration statement that includes this prospectus is effective and during such time as it remains effective, the Selling Securityholders will be permitted (subject to compliance with the contractual lock-up restrictions that apply to certain Selling Securityholders, as described under “Shares Eligible for Future Sale”) to sell the shares registered hereby. As described herein, the BCA Selling Securityholders acquired their securities at a price significantly lower than our current trading prices or at nominal values and may have a strong financial incentive to sell their securities after such securities are registered for public resale. Based on the last reported sale price of our Ordinary Shares on August 26, 2025, BCA Selling Securityholders may realize profit per share ranging from ¥491.78 ($3.35) to ¥700.55 ($4.77), even though the current trading price of our Ordinary Shares is below the $10.00 offering price to public shareholders in Thunder Bridge’s initial public offering. The resale, or anticipated or potential resale, of a substantial number of shares of our Ordinary Shares may have a material negative impact on the market price of our Ordinary Shares and could make it more difficult for our shareholders to sell their Ordinary Shares at such times and at such prices as they deem desirable. Additionally, even if the price of our Ordinary Shares declines substantially, some Selling Securityholders may still have an incentive to sell to obtain liquidity.

There may not be an active trading market for our Ordinary Shares, which would adversely affect the liquidity and price of our securities and make it difficult for you to sell our Ordinary Shares.

Prior to the consummation of the Business Combination, there had not been a public trading market for our Ordinary Shares. It is possible that an active trading market will not develop or continue or, if developed, that any market will be sustained which would make it difficult for you to sell your Ordinary Shares at an attractive price or at all.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts may not publish research on us. If no securities or industry analysts commence coverage of our company, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover our company change their recommendation regarding our Ordinary Shares adversely, or provide more favorable relative recommendations about our competitors, the price of our Ordinary Shares would likely decline. If any analyst who may cover our company were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

Risks Relating to Tax Matters

The imposition of additional or higher taxes (including tariffs), or other retaliatory measures in respect of disputed national or international tax policy, arrangements or agreements, whether resulting from a change of tax laws or a different interpretation or application of tax laws or by unilateral action of a government outside of the jurisdictions of our operations, could affect demand for our exchange services and/or may otherwise have an adverse effect on our business, results from operations and/or financial condition.

Tax laws, regulations and treaties are complex and their application is often subject to interpretation. We may, periodically or on an ad hoc basis, be subject to tax audits or other investigations aimed at assessing our compliance with any direct and/or indirect taxes or levies. Tax authorities may not agree with our interpretations of, or the positions we have taken or intend to take on, tax laws, regulations or treaties applicable to us, our activities, services or transactions. In case of challenges by tax authorities, these may result in lengthy and costly proceedings, additional tax assessments, and the actual payment of additional taxes or levies, interest and/or penalties.

Coincheck Parent is domiciled in the Netherlands, its operating subsidiaries are domiciled and conduct their businesses in Japan, our Ordinary Shares are listed in a United States market (Nasdaq), and our business strategy includes potential acquisitions of companies or businesses that could be domiciled, and conduct business, in other countries or regions. Unilateral or internationally agreed or disputed changes in international tax policy, laws or regulations or in the policies or positions of relevant tax authorities, including Japanese, U.S. or Dutch tax authorities and the application of tariffs or other executive actions, regarding the disputed, application, administration or interpretation of tax laws, regulations or treaties, could also increase the taxes or levies (including tariffs) payable by us or in respect of our services or transactions, possibly even with retroactive effect.

Further, the imposition of any new or additional taxes or levies on the services and products we offer or may offer in the future, or in respect of holding, entering into transactions or otherwise relating to crypto assets, could adversely affect the demand for our services and our results from operations.

If we cease to be a Dutch tax resident for the purposes of a tax treaty concluded by the Netherlands and in certain other events, we could potentially be subject to a proposed Dutch dividend withholding tax in respect of a deemed distribution up to our entire market value less paid-up capital insofar as it exceeds EUR 50 million.

Under a proposal of law currently pending before the Dutch parliament, the Emergency act conditional exit tax dividend withholding tax (Spoedwet conditionele eindafrekening dividendbelasting, “DWT Exit Tax”), we will be deemed to have distributed an amount up to our entire market capitalization less recognized paid-up capital immediately before the occurrence of certain events, including if we cease to be a Dutch tax resident for purposes of a tax treaty concluded by the Netherlands with another jurisdiction and become, for purposes of such tax treaty, exclusively a tax resident of that other jurisdiction which is a qualifying jurisdiction. A qualifying jurisdiction is a jurisdiction other than a member state of the EU/EEA which does not impose a withholding tax on distributions sufficiently similar to the Dutch dividend withholding tax, or that does impose such tax but that grants a step-up for earnings attributable to the period prior to it becoming exclusively a resident in such jurisdiction. This deemed distribution will be subject to a 15% tax insofar as it exceeds a franchise of EUR 50 million. The tax is payable by us as a withholding agent. A full exemption applies insofar shareholders are resident in an EU/EEA member state or a state that has concluded a tax treaty with the Netherlands that contains a dividend article, provided we submit a declaration confirming the satisfaction of applicable conditions by qualifying shareholders within one month following the taxable event. We will be deemed to have withheld the tax on the deemed distribution and have a statutory right to recover this from our shareholders. Dutch resident shareholders qualifying for the exemption are entitled to a credit or refund, and non-Dutch resident shareholders qualifying for the exemption are entitled to a refund, subject to applicable statutory limitations, provided that the tax has been actually recovered from them.

The DWT Exit Tax has been amended several times since the initial proposal of law and is still under discussion. It is therefore not certain whether the DWT Exit Tax will be enacted and if so, in what form. If enacted in its present form, the DWT Exit Tax will have retroactive effect as from December 8, 2021.

We may not be eligible for withholding tax relief benefits in respect of income received by us under relevant treaties for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital and may be required to adopt additional measures to claim such benefits under the relevant tax treaties.

Our ability to efficiently fund, realize investments and/or repatriate income or capital gains from jurisdictions in which we are or will be active may depend on our ability to claim benefits under relevant treaties for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital (“tax treaties”) concluded between the Netherlands and such jurisdictions. It depends on the provisions of the relevant tax treaty and the specific circumstances whether we would be entitled to tax treaty benefits and our entitlement to such benefits may change due to changes to the tax treaty or the interpretation or application thereof or relevant facts and circumstances. The ability to claim tax treaty benefits may necessitate restructuring our corporate structure and/or business operations, including changes to our management and organizational structure. This may result in additional complexity and costs. If we are not eligible to claim materially relevant tax treaty benefits, this could result in additional tax costs that may have an adverse impact on our ability to efficiently fund, realize investments and/or repatriate income or capital gains from the jurisdictions in which we are or will be active, and our after tax results and financial condition.

We operate so as to be treated exclusively as a resident of the Netherlands for tax purposes, but other jurisdictions may also claim taxation rights over us.

As a Dutch limited liability company incorporated under Dutch law, we are in principle deemed to be a tax resident of the Netherlands subject to Dutch corporate income tax on our worldwide income and obliged to withhold Dutch dividend withholding tax on (deemed) distributions to our shareholders. We intend to maintain our organizational and management structure in such a manner that we should be regarded to have our residence for tax purposes exclusively in the Netherlands and should not be regarded as a tax resident of any other jurisdiction. Because our group conducts most of its business operations outside of the Netherlands, other jurisdictions, including Japan, may also claim taxation rights over us, for instance by virtue of tax residency, having a permanent establishment or otherwise. Furthermore, changes to applicable laws or interpretations thereof may also result in us ceasing to be exclusively tax resident in the Netherlands. A failure to achieve or maintain exclusive tax residency in the Netherlands may result in adverse tax consequences. The impact of this risk would differ depending on the

jurisdictions and tax authorities involved and our ability to resolve double taxation issues, for instance through mutual agreement procedures and/or other dispute resolution mechanisms under an applicable tax treaty or the dispute resolution mechanism under the EU Arbitration Directive (in case of an EU jurisdiction).

While we do not believe we were a passive foreign investment company (a “PFIC”) for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or in the foreseeable future, there can be no guarantee in this regard.

Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe we were a PFIC for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or the foreseeable future, although there can be no assurance in this regard. If we are or become a PFIC, you could be subject to additional U.S. federal income taxes on gain recognized with respect to Ordinary Shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules. See “Taxation — Certain U.S. Federal Income Tax Consequences to U.S. Holders — Passive Foreign Investment Company.”

Risks Relating to our Organization in the Netherlands

We are a Dutch public company with limited liability, and our shareholders may have rights different than those of shareholders of companies organized in the United States.

The rights of our shareholders may be different from the rights of shareholders of companies governed by the laws of U.S. jurisdictions. We are a Dutch public company with limited liability (naamloze vennootschap). Our corporate affairs are governed by our Articles of Association. The rights of our shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and the responsibilities of members of boards of directors of companies governed by the laws of other jurisdictions, including the United States. In the performance of its duties, our Board is required by Dutch law to consider our interests, the interests of our affiliated enterprise and the interests of all of our stakeholders, including our shareholders and employees, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, the interests of shareholders.

We are subject to the Dutch Corporate Governance Code, but do not comply with all of the suggested governance provisions of the Dutch Corporate Governance Code, which may affect your rights as a shareholder.

As a Dutch company, we are subject to the Dutch Corporate Governance Code (“DCGC”). The DCGC contains both principles and suggested governance provisions for management boards, supervisory boards, shareholders and general meetings, financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, public companies are required to disclose in their annual reports, filed in the Netherlands, whether they comply with the suggested governance provisions of the DCGC. If a company does not comply with a principle or suggestion, it is required to give the reason. The DCGC applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including Nasdaq. The principles and suggested governance provisions apply to our board of directors (in relation to role and composition, conflicts of interest and independence requirements, board committees and remuneration), shareholders and the general meeting (for example, regarding anti-takeover protection and our obligations to provide information to our shareholders) and financial reporting (such as external auditor and internal audit requirements). We aim to comply with all applicable provisions of the DCGC except where such provisions conflict with U.S. exchange listing requirements or with market practices in the United States or the Netherlands. This compliance position may affect your rights as a shareholder, and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the suggested governance provisions of the DCGC.

It may be difficult to enforce U.S. judgments against us.

We are a company incorporated under the laws of the Netherlands, and nearly all of our assets are outside of the United States. The majority of our directors and senior management and independent auditors reside outside the United States, and all or a substantial portion of their respective assets may be located outside the United States. As a result, it may be difficult for U.S. investors to effect service of process within the United States upon these persons. It may also be difficult for U.S. investors to enforce within the United States judgments predicated upon the civil

liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether courts outside the United States would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Therefore, it may be difficult to enforce U.S. judgments against us, our directors and officers and independent auditors.

General Risk Factors

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.

Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential business combination, or at all, and could have adverse impacts on our liquidity, our business, financial condition or results of operations, as well as prospects. Our business may be adversely impacted by these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.

Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, and operating results.

In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including as a result of a pandemic, supply chain disruptions, and ongoing wars and geopolitical conflicts, imposed and threatened tariffs, elevated interest rates, and higher prices from recent elevated inflation levels.

We cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition and operating results could be adversely affected.

We may be adversely affected by natural disasters, pandemics, wars, terrorism, and other catastrophic events that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics, terrorism, and other events beyond our control. Further, acts of terrorism (including cyber terrorism), social unrest, and other geo-political events could cause disruptions in our business or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our reputation, financial condition and operating results.

We do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to our services, including as a result of cyberattacks. Additionally, all the aforementioned risks may be further increased if we or our service providers do not or cannot implement our disaster recovery plan or they prove to be inadequate. To the extent natural disasters or other catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme we may suffer loss of customer assets.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth the cash and cash equivalents and total capitalization of the Company as of June 30, 2025.

USE OF PROCEEDS

All of the Ordinary Shares and the Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from such sales. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled “Plan of Distribution.”

With respect to the Ordinary Shares underlying the Warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Warrants to the extent such Warrants are exercised for cash. Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $55.9 million. Except as otherwise set forth in the applicable prospectus supplement, we intend to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes, which may include, but is not limited to, funding for working capital, investments in organic and inorganic growth and repayment of outstanding indebtedness. However, whether warrantholders will exercise their Warrants, and therefore the amount of cash proceeds we would receive upon exercise, is dependent upon the trading price of the Ordinary Shares. Each Warrant will become exercisable for one Ordinary Share at an exercise price of $11.50. Therefore, if and when the trading price of the Ordinary Shares is less than $11.50, we expect that warrantholders would not exercise their Warrants. On August 26, 2025, the last reported sale price of our Ordinary Shares was $4.90 per share. The Warrants may not be or remain in the money during the period they are exercisable and prior to their expiration and, therefore, it is possible that the Warrants may not be exercised prior to their maturity, even if they are in the money, and as such, may expire worthless with minimal proceeds received by us, if any, from the exercise of Warrants. To the extent that any of the Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise. As a result, we do not expect to rely on the cash exercise of Warrants to fund our operations. Instead, we intend to rely on other sources of cash discussed elsewhere in this prospectus to continue to fund our operations.

We will bear all costs, expenses and fees in connection with the registration of the securities offered by this prospectus, including, without limitation, all registration and filing fees (including fees with respect to filings required to be made with FINRA (as defined herein)), Nasdaq listing fees, fees and expenses of compliance with securities or blue sky laws, if any, and fees and expenses of counsel and independent registered public accountants, whereas the Selling Securityholders will bear all incremental selling expenses, including commissions and discounts, brokerage fees, underwriting marketing costs, legal counsel fees that are not covered by us and any other expenses incurred by the Selling Securityholders in disposing of the securities.

The net proceeds to the Selling Securityholders will be the purchase price of the Securities less any discounts and commissions and other expenses borne by the Selling Securityholders.

DIVIDEND POLICY

We have not paid any cash dividends on our Ordinary Shares to date and have no current plans to pay cash dividends on Ordinary Shares for the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenue and earnings, if any, capital requirements and general financial condition. The payment of annual dividends may be resolved upon by the general meeting of shareholders and any interim cash dividends will be within the discretion of our Board, or the general meeting of shareholders at the proposal by our Board, at such time. The ability of the general meeting of shareholders and the Board to declare dividends (including interim dividends) is limited to requirements (including capital requirements) specified in our articles of association and Dutch law and may also be limited by restrictive covenants pursuant to any debt financing agreements. See “Material Dutch Tax Considerations of Acquiring, Owning or Disposing of Ordinary Shares or Warrants — Withholding Tax” for a summary of the Dutch dividend withholding tax regime applicable to dividends distributed by us.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to Coincheck, Inc. prior to the closing of the Business Combination and Coincheck Group N.V. and subsidiaries after closing.

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus. Our audited financial statements are prepared in accordance with IFRS Accounting Standards, and our unaudited condensed consolidated interim financial statements as of and for the three months ended June 30, 2025 are prepared in accordance with IAS 34, which differ in certain significant respects from accounting principles generally accepted (GAAP) in other jurisdictions, including U.S. GAAP and Japanese GAAP. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of many factors, including those factors in this prospectus set forth in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” which you should review for a discussion of some of the factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this prospectus.

Overview

We believe we are a leader in the Japanese cryptocurrency industry for providing a crypto asset marketplace to retail investors. We offer our retail customers a multi-cryptocurrency marketplace, which we sometimes call our Marketplace platform business, where we, after securing matching or offsetting orders of our customers or otherwise verifying sufficient liquidity, are the seller or buyer against our customers’ executed orders. Our customers may also use our Exchange platform, which is targeted at more experienced cryptocurrency investors, where we do not act as buyer or seller, but only facilitate order books through which the buyer and seller transact directly with each other. We sometimes make purchases on the Exchange platform to support liquidity for our transactions on the Marketplace platform. On both platforms, in the aggregate (excluding purchases we make on the Exchange platform), we had as of June 30, 2025, according to the JVCEA, a 23.6% market share in Japan by trading volume. We also had, according to the JVCEA, 18.7% of the market share for retail users by number of verified users in Japan.

As of June 30, 2025, our number of verified users exceeded 2.3 million, with approximately 50.0% of those accounts held by customers under age 40. As of March 31, 2025, our number of verified users exceeded 2.3 million, with approximately 51.0% of those accounts held by customers under age 40. Each verified user has one customer account, which we sometimes call a verified account.

For the three months ended June 30, 2025 and 2024, 99.3% and 99.1%, respectively, of our total revenue consisted of transaction revenue generated from the Marketplace platform. We offer 34 different crypto assets on our Marketplace platform as of June 30, 2025. For the years ended March 31, 2025 and 2024, 99.6% and 99.6%, respectively, of our total revenue consisted of transaction revenue generated from the Marketplace platform. As of June 30, 2025, more than 90% of our users utilize our mobile trading application for our Marketplace platform, while the remaining users utilize our desktop trading application.

We generally do not charge commissions or fees for use of our Exchange platform.

We believe that we are one of the leading innovators in the Japanese crypto markets. In 2021, we introduced our Coincheck NFT Marketplace platform and also conducted Japan’s first approved IEO.

The growth of crypto assets and crypto markets has come in waves, typically aligned with crypto asset price cycles, which tend to be volatile and draw new customers, investments, and developers into the crypto ecosystem. For example, according to closing day pricing information from CoinMarketCap, as the price of Bitcoin surged from approximately ¥432 thousand during March 2020 to all-time highs of more than ¥7,500 thousand in November 2021, we experienced a corresponding increase in the usage on our Marketplace platform. However, the price of Bitcoin subsequently declined to approximately ¥3,781 thousand as of March 31, 2023. Then, the price of Bitcoin rebounded to approximately ¥10,801 thousand during the fiscal year ended March 31, 2024. For the fiscal

year ended March 31, 2025, the price of Bitcoin slightly declined to ¥10,084 thousand as of June 30, 2024, then reached a new all-time high of approximately ¥17,041 thousand in January 2025 then declined to approximately ¥12,382 thousand as of March 31, 2025. The price then recovered to approximately to ¥15,415 thousand as of June 30, 2025, which we believe was a key factor supporting our increased revenue for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

There have been a number of major crypto asset price cycles over the past decade, and price cycles continue to be volatile. Due to the highly volatile nature of crypto asset prices and trading activity, historically our operating results have fluctuated significantly from quarter to quarter in line with market sentiment and trading activity.

As of June 30, 2025, our customer assets were ¥1,000 billion, and our marketplace trading volume during the three months ended June 30, 2025 was ¥62 billion. As of March 31, 2025 our customer assets were ¥859 billion, and our marketplace trading volume during the year ended March 31, 2025, was ¥337.5 billion.

For the three months ended June 30, 2025, our total revenue was ¥83,989 million; our net loss was ¥1,377 million; EBITDA, a non-IFRS measure, was a loss of ¥1,063 million; and Adjusted EBITDA (which we calculated differently for the three months ended June 30, 2025 than we had for the previous quarter, as explained in the next paragraph), a non-IFRS measure, was a loss of ¥399 million. For the three months ended June 30, 2024, our total revenue was ¥75,300 million; our net profit was ¥436 million; EBITDA, a non-IFRS measure, was ¥835 million; and Adjusted EBITDA, a non-IFRS measure, was ¥1,014 million. For the year ended March 31, 2025, our total revenue was ¥383,330 million; our net loss was ¥14,350 million; EBITDA, a non-IFRS measure, was a loss of ¥12,603 million; and Adjusted EBITDA (which excludes cash and non-cash expenses related to the Business Combination and Coincheck Parent’s listing on Nasdaq), a non-IFRS measure, was ¥5,718 million. For the year ended March 31, 2024, our total revenue was ¥224,049 million; our net profit was ¥1,967 million; EBITDA, a non-IFRS measure, was ¥3,525 million; and Adjusted EBITDA, a non-IFRS measure, was ¥3,773 million. See “— Key Business Metrics and Trends — Non-IFRS Financial Measures” below for information regarding our use of EBITDA and Adjusted EBITDA and a reconciliation of net profit, the most directly comparable IFRS measure, for the year or quarter, as applicable, to EBITDA and Adjusted EBITDA.

Adjusted EBITDA was calculated differently for the three months ended June 30, 2025 than it was previously calculated for the three months ended March 31, 2025. When the Company announced its financial results on May 13, 2025 for the three months (and full year) ended March 31, 2025, the further adjustment to calculate Adjusted EBITDA consisted only of transaction expenses. In evaluating how Adjusted EBITDA should be calculated for the three months ended June 30, 2025 (and the foreseeable future), the Company considered, in addition to transaction expenses, the non-cash expenses of (i) share-based compensation, which the Company did not have prior to April 1, 2025, and that the majority of the share-based compensation consisted of Coincheck Group restricted share unit awards granted to two of Coincheck, Inc.’s co-founders, and other restricted share unit awards related to the business combination with Thunder Bridge, and (ii) change in fair value of warrant liability, which fluctuates quarter to quarter based on the Company’s share price. The Company believes that showing its EBITDA results, further adjusted to exclude share-based compensation and change in fair value of warrant liability, can present a clearer view of the Company’s operational performance, and is helpful to view together with EBITDA and net profit or loss.

Monthly KPIs

The below table shows monthly operating data from April 2022 through June 2025:

Exchange trading volume includes trading between matched sellers and purchasers but does not include transactions in which we are a party (including our transactions with cover counterparties). Monthly exchange trading volume data reflects trading volume by sellers and purchasers on a gross basis, and is based on information that we are required to prepare for purposes of monthly reporting to the JVCEA using the calculation methods they prescribe.

Key Business Metrics and Trends

In addition to our financial results, we use these business metrics, and some of the components of them described below, to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions:

Verified Users

Verified users represent users who have fully completed the account-opening application procedures, including KYC procedures, with us. Accordingly, there should only be one account per user (which we sometimes refer to as a verified account). The verified user total is adjusted for accounts that are subsequently closed, but not for those that are inactive. Our verified users increased sequentially for all quarters primarily due, we believe, to growth in our products and services and the overall increase in interest in BTC, Ethereum, XRP and other crypto assets in Japan. As of June 30, 2025, our number of verified users was approximately 2.4 million. Verified user metrics are used as a key performance indicator in our business management process because our current businesses principally serve retail users. We are able to compare our number of verified users against industry data compiled by the JVCEA to assess our competitive position. Our definition of verified users may be revised in the future if the industry data or metric used changes or there are changes in Japanese rules regarding approval of new users or accounts and how that should be defined.

Verified Users

Source: Public information made available by the JVCEA.

Monthly Users

Monthly users represent our verified users with at least one transaction (a purchase, sale, deposit or withdrawal) on either our Marketplace or Exchange platform in the prior calendar month. We view them as the active users on our cryptocurrency exchanges. Monthly users drive retail trading volume, and growth in our monthly users has historically been correlated with both the price of Bitcoin, Ethereum, XRP and other crypto assets and volatility within the crypto asset market. We have aimed to expand our revenue opportunities by, in recent years, adding new cryptocurrencies to give more investment options and by marketing cryptocurrency trading to retail investors. Our number of monthly users was on a declining trend since its peak in the first quarter of the fiscal year ended March 31, 2022 (April – June 2021); however, beginning in the third quarter of the fiscal year ended

March 31, 2024, we have seen an increase in our number of monthly users. Our number of average monthly users was approximately 83,711 for the first quarter of the fiscal year ending March 31, 2026. Our number of average monthly users was approximately 146,200 for the fourth quarter of the fiscal year ended March 31, 2025.

Source: Internal data

Customer Assets (by Currency)

Customer assets are a measure of the scale of total value held on our cryptocurrency exchanges as of the period indicated. We believe that customer assets reflect the trusted nature of our cryptocurrency exchanges and services. The value of our customer assets is driven by the price, quantity, and type of crypto assets held by customers. Customer assets include cash deposited by customers, which is segregated in a trust account with a trust bank, and customers’ crypto assets that we hold in custody.

Changes in the price and quantity, particularly for Bitcoin, Ethereum and XRP, or in the types and mix of crypto assets we make available to our customers, can result in growth or decline in customer assets within a particular period. For example, we could see an increase in the quantity of customer assets we hold — meaning measured in units of crypto assets — but the value of customer assets could decline if the corresponding price of a crypto asset declines. Conversely, a decline in the quantity of assets we hold can be offset, or partially offset, by rising crypto asset prices.

Our ability to protect our customers’ crypto assets is also an important factor, since any inability to do so could result in us compensating our customers for their loss (even if we are not legally required to do so), our customers losing trust in our services, the withdrawal of customer assets or a reduction in the deposit of customer assets. We work continuously to comply with applicable security measures to ensure that customer assets are protected. For more information, see “Risk Factors — Risks Relating to Our Business, the Crypto Industry, and Crypto Assets” and “Business — Regulatory Environment — Regulations on Crypto Asset Exchange Service.” We provide custody services to our customers for their crypto assets. Customer assets as of June 30, 2025, and March 31, 2025 were ¥1,000 billion and ¥859 billion, respectively.

Because the amount and value of our customer assets are driven by multiple factors, some of which are market dependent, this metric has fluctuated in recent periods. For example, according to closing day pricing information from CoinMarketCap, the prices of Bitcoin and Ethereum reached their lowest levels during the fiscal year ended March 31, 2023. However, despite those price declines, our customer assets grew that fiscal year (compared to the prior fiscal year) to ¥344 billion, driven by growth in the price, quantity, or transactions in other types of crypto assets we support, such as XRP. As of March 31, 2024, our customer assets grew further still, to ¥744 billion, of which ¥57 billion consisted of XRP. As of March 31, 2025, our customer assets grew to ¥859 billion, of which ¥179 billion consisted of XRP. As of June 30, 2024, our customer assets grew further still, to ¥748 billion, of which ¥50 billion consisted of XRP. As of June 30, 2025, our customer assets grew to ¥1,000 billion, of which ¥178 billion consisted of XRP.

Customer Assets

Source: Coincheck internal data.

Trading Volume (by Cryptocurrency)

The trading volume of our Marketplace platform customers is directly correlated with our revenue and is influenced by both price and volatility of Bitcoin, Ethereum, XRP and other crypto assets. We have experienced periods of low and high trading volume, and therefore revenue, driven by periods of rising or declining crypto asset prices and/or lower or higher volatility within the crypto asset market. During periods of rising Bitcoin prices and higher volatility, we have generally observed higher trading volume on both our Marketplace platform and Exchange platform.

There are a number of factors that contribute to changes in price and volatility of a given crypto asset, including, but not limited to: changes in the supply and demand for a particular crypto asset; crypto market sentiment; macroeconomic factors; utility of a particular crypto asset; and other events, such as exchange outages or social media commentary. Market participation by well-known investors can also affect consumer sentiment.

Occasionally, planned network events, such as an airdrop, where the network provides holders of a particular crypto asset with a reward, or a “halving,” which is when the reward for validating transactions for a crypto network is reduced by half, can lead to shifts in customer interest in a specific crypto asset. Event-driven changes in customer interest may be temporary and, as a result, our financial performance following such events may not be indicative of future operating performance or financial condition.

The following table shows the trading volume by currency on our Marketplace platform for the fiscal years ended March 31, 2025, 2024 and 2023:

The following table shows the trading volume by currency on our Marketplace platform for each quarter beginning with the three months ended June 30, 2024:

IEO Revenue

We launched our IEO platform, Coincheck IEO, in July 2021, which is the first of its kind in Japan, and on which the first approved IEO in Japan was launched later that year. We charge fees to companies seeking to list on our exchange using our IEO platform, including a certain proportion of the tokens to be sold on the exchange. Commissions received from the issuer and customers, which are based on the fair value of the tokens at the time received, were ¥397 million, ¥nil million and ¥256 million, for the years ended March 31, 2025, 2024 and 2023, respectively. IEO-related commissions are recorded by us as commissions received.

Factors Affecting Our Results of Operations

The success and historical growth of our business as well as our financial condition and operating results have been and will continue to be affected by a number of factors, as described in more detail below.

Price and volatility of crypto assets

For the three months ended June 30, 2025 and 2024, 99.3% and 99.1%, respectively, of our total revenue consisted of transaction revenue generated from trades with customers and cover counterparties on our Marketplace platform business. For both the years ended March 31, 2025 and 2024, 99.6% of our total revenue consisted of transaction revenue generated from trades relating to our Marketplace platform business. As a result, our total revenue is highly correlated with the price and volatility of crypto assets. As earlier mentioned, there are a number of factors that contribute to changes in crypto asset prices and volatility, including, but not limited to: changes in the supply and demand for a particular crypto asset; overall crypto market sentiment; macroeconomic factors; the utility of a particular crypto asset; and other events, such as exchange outages, social media commentary, and government policies.

Adoption of crypto assets and offering of new crypto assets

Our financial performance is dependent on the continued growth in interest for, and adoption of, crypto assets by investors in Japan. Moreover, our growth strategy depends on our continued ability to add customers, expand the breadth of crypto assets on our cryptocurrency exchanges, and launch innovative products.

The number of crypto assets that are tradeable on our cryptocurrency exchanges has increased over time, and we offer 34 different crypto assets on our Marketplace platform as of June 30, 2025 (and we offered 30 different crypto assets on our Marketplace platform as of March 31, 2025). We only offer trading in crypto assets which have been approved for trading by crypto asset exchange service providers under the guidelines of the JVCEA. For the three months ended June 30, 2025 and 2024, respectively, Bitcoin and Ethereum trading volume, as a percentage of total crypto trading volume in Japan (according to the JVCEA data that includes all types of Japanese exchanges), was approximately (i) 67% and 14% and (ii) 75.0% and 13.0%, respectively. However, trading volume of Bitcoin and Ethereum on our Marketplace platform for the three months ended June 30, 2025 and 2024 were (i) 42% and 36% and (ii) 46% and 25% (for 2024), respectively. For the years ended March 31, 2025, 2024 and 2023, respectively, Bitcoin and Ethereum trading volume, as a percentage of total crypto trading volume in Japan (according to the JVCEA data that includes all types of Japanese exchanges), was approximately (i) 62% and 11%, (ii) 73% and 12%, and (iii) 70% and 16%, respectively. However, trading volume of Bitcoin and Ethereum on our Marketplace platform for the years ended March 31, 2025, 2024 and 2023 were, respectively, 43% and 23% (2025), 46% and 27% (for 2024), and 42% and 26% (for 2023).We believe that our higher percentage of trading volume in crypto assets other than Bitcoin and Ethereum demonstrates the depth and value of our Marketplace platform offering which helps us attract, engage and retain customers. Over time, we have observed an overall positive trend in the total market capitalization of crypto assets, which indicates increased adoption. However, these historical trends are not indicative of future adoption, and it is possible that the adoption of crypto assets and blockchain technology may slow, decline, take longer to develop, or never be as broadly adopted as many anticipate, which would negatively impact our business and operating results.

Offering leading technology and providing successful products and services

We believe that the development of new products and services to enhance the value proposition of our crypto asset offerings to our customers is important to maintain our existing customer base and grow it, as well as to reach new customer segments. We continually focus on having leading user interface/user experience — design features for our mobile application to attract and engage retail users as their first access point to trading of crypto assets.

We also focus on our platforms’ ease-of-use and adding new products and services to our offering, such as additional crypto assets to buy and sell, and our Coincheck NFT Marketplace and IEO platform offerings, which we believe appeal to our Marketplace platform users. Subject to the effect of acquisitions or strategic joint ventures, if any, we may do in the future, we believe that our Marketplace platform will continue to be the primary driver of our revenue.

Substantially all of our customers are retail users, some more sophisticated than others, but we are also interested in introducing our products and services more to institutional investors who may be interested in crypto assets, such as through our recently launched “Coincheck Prime” branded offering. However, we may not be able to introduce attractive products or services to institutional users, or such institutions may choose to do business with our competitors.

Ability to competitively price our products and services

Our operating results also depend on our ability to competitively price our products and services. Similar to other financial products, as the crypto asset industry matures we anticipate increased pressure on spreads and commission fees to emerge over time as new, and potentially larger and more established, financial institutions enter the market.

While we believe that we will be able to maintain our position as a trusted brand in Japan and continue to enhance our customer-value proposition and grow our scale, including growing our customer base, in order to offset the effects of any future price pressure on our fees, if we are unable to do so or if such price pressure emerges more rapidly than we anticipate our operating results may be adversely affected.

Marketing

Our primary means of marketing is digital marketing, which allows us to respond flexibly to the impact of changes in the market price of crypto assets. We use television advertisements only to the extent we believe those investments can produce a reasonable return within a reasonable period of time based on our estimated conversion ratio and other factors. Generally, we estimate our return of investment per marketing campaign, which is a primary factor in our decision as to whether we launch the campaign.

Our advertising and promotion expenses are directed towards customer acquisition. They totaled ¥430 million and ¥477 million for the three months ended June 30, 2025 and 2024, respectively, and the number of new accounts opened totaled 60,120 and 79,227, respectively. Beginning in May 2024, we resumed the airing of television advertisements, which caused our advertising costs to increase in the three months ended June 30, 2024. The main components of our advertising and promotional expenses are web advertising, affiliate marketing programs, television advertising, and marketing campaign expenses, which accounted for (i) 36.9%, 40.2%, 8.1%, and 13.0%, respectively, for the three months ended June 30, 2025, and (ii) 10.7%, 36.1%, 36.3% and 16.4%, respectively, for the three months ended June 30, 2024. They totaled ¥1,874 million and ¥661 million for the years ended March 31, 2025 and 2024, respectively, and the number of new accounts opened totaled 309,951 and 178,949, respectively. During our fiscal year ended March 31, 2024, in light of the adverse market environment during that year, we reduced our advertising and promotion expenses, as compared to our ¥1,294 million expense for the fiscal year ended March 31, 2023. Beginning in May 2024, we resumed the airing of television advertisements, which caused our advertising costs to increase in the year ended March 31, 2025. The components of our advertising and promotional expenses are web advertising, affiliate marketing programs, television advertising, and marketing campaign expenses, which accounted for (i) 18.9%, 51.7%, 18.4% and 10.3%, respectively, of our advertising and promotional expenses for the fiscal year ended March 31, 2025, (ii) 12.8%, 69.7%, 0.0%, and 16.5%, respectively, for the fiscal year ended March 31, 2024, and (iii) 16.0%, 73.3%, 0.2% and 9.2%, respectively, for the fiscal year ended March 31, 2023.

We monitor our total marketing costs for customer acquisition (MCC), cost per acquisition (CPA) and customer payback to assess the effectiveness of our marketing. Relevant measures for recent periods are summarized below:

Revenue and Total MCC (Marketplace platform)

____________

(1)      The table above provides our total MCC, CPA, and customer payback for the periods from April 2022 to June 2025. The left bar for each quarter details our total marketing costs, whereas the right bar for each quarter details our customer payback amount for 24 months, including the month in which each customer completed the KYC process (and if 24 months have not passed, from the month in which each customer completed the KYC process to the end of March 2025), for the cohort of customers that were acquired within the quarter. The line above each set of bars provides our CPA for each given quarter. This number is derived by taking the MCC in a given period and dividing it by the total incremental customers that completed our KYC process in that respective quarter.

(2)      MCC and revenue in the table above also include items that are recognized as deductions from sales for accounting purposes.

(3)     For example, for the three months ended June 2022, our MCC totaled ¥591 million, representing a CPA of approximately ¥6,927. Customers acquired during this period subsequently generated cumulative revenue of ¥1,144 million over the following 24 months. In the chart, the left bar for each quarter reflects the fixed MCC incurred during that period. The right bar represents the cumulative revenue generated by the corresponding customer cohort, measured over a 24-month period following acquisition (or through March 2025 for cohorts that have not yet reached 24 months). The stacked segments within each revenue bar illustrate the timing of revenue realization: gray (months 1–3), light blue (months 4–6), purple (months 7–9), and light green (months 10–24).

Source: Coincheck internal data.

The markets for crypto assets continue to evolve, and the number of new accounts opened in a certain period is heavily influenced by a variety of external factors, including price trends of the cryptocurrencies supported on our cryptocurrency exchanges and media coverage regarding crypto asset markets. Because of the volatility in markets for crypto assets and the highly variable nature of our advertising and promotion expenses, these historical metrics may be of limited value in predicting future performance. We expect to continue to consider the latest market trends, our financial condition and other factors, in addition to historical experience of marketing effectiveness in any given period, in determining appropriate levels of marketing expenditures. In addition, we plan to continue to invest in the development of and market new products and services.

Regulation in Japan and international markets

Our financial prospects and continued growth depend in part on our ability to continue to operate in a manner compliant with applicable regulations. Our business is subject to the oversight of numerous regulatory and self-regulatory agencies in Japan, including, but not limited to, JFSA and the JVCEA. We received our license as a crypto asset exchange service provider from the JFSA in January 2019.

Our strategy is to continue to invest in our finance, legal, compliance, and security functions in order to remain at the forefront of crypto policy initiatives and regulatory trends in Japan and maintain our reputation and trust with customers and regulators. Mr. Satoshi Hasuo, our Chief Operating Officer, is also a director of the JVCEA, and we have a leadership role in the regulatory working group of the JVCEA. As the industry matures, we may experience fluctuations in our operating results as a result of changes in the law and regulations that are applicable to our business, which may limit our ability to support new blockchains and crypto assets and offer our products and services.

We may in the future expand our services into markets outside of Japan. Several regulatory bodies across the world have enacted or signaled changes to regulatory policy. Given the rapid pace of change in the crypto exchange industry and the evolving regulatory environment globally, any expansion of our business, through acquisitions or otherwise, outside of Japan would subject us to additional and differing regulatory regimes and likely significant compliance costs.

Additionally, as an SEC-registered company that is listed on Nasdaq, we are subject to certain reporting and regulatory requirements in the United States. In the United States, on January 21, 2025, the SEC announced the formation of the Crypto Task Force, chaired by SEC Commissioner Hester Peirce. Also in January 2025, the SEC released SAB No. 122, rescinding SAB No. 121, Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for Platform Users, which, until repealed, required an entity to record a liability to reflect its obligation to safeguard the crypto assets held for its platform users with a corresponding asset and required disclosures related to the entity’s safeguarding obligations. SAB No. 122 is effective for annual periods beginning after December 15, 2024, and is required to be applied on a fully retrospective basis, with early adoption permitted. The Company early adopted SAB No. 122 in the fiscal year ended March 31, 2025 and therefore does not recognize the safeguard liabilities and corresponding safeguard assets in its consolidated statement of financial position. See, also, “Business — Regulatory Environment.”

Components of Results of Operations

Total revenue

Total revenue consists of transaction revenue, commission received, and other revenue. Our primary revenue stream is from our Marketplace platform, where 34 different types of cryptocurrencies can be traded as of June 30, 2025 (30 different types of cryptocurrencies can be traded as of March 31, 2025), including BTC, Ethereum, XRP and other altcoins. However, our revenue is susceptible to significant fluctuations as trading volumes in our Marketplace platform depend on cryptocurrency market volatility and prices, which ultimately impact how much revenue we earn.

Transaction revenue

Our Marketplace platform business is the main source of transaction revenue. Transaction revenue from our Marketplace platform business is derived from transactions with customers and cover counterparties. The table below shows this breakdown of transaction revenue for the fiscal quarters indicated:

Transaction revenue is recognized at the time the transaction is processed. We have experienced periods of low and high-trading volume, and therefore transaction revenue, driven primarily by periods of rising or declining Bitcoin prices and/or lower or higher-cryptocurrency volatility. During periods of rising Bitcoin prices and higher volatility, we have generally observed higher transaction revenue generated by our Marketplace platform business. For the years ended March 31, 2025, 2024 and 2023, our average spread (our fee) per transaction with customers was 3.50%, 3.45% and 3.45%, respectively, a generally flat trend with slight fluctuation due primarily to the change in the mix of cryptocurrencies being traded. Total Marketplace Platform trading volume with customers for these three years was ¥337.5 billion, ¥234.6 billion, and ¥157.1 billion, respectively.

The table below shows a breakdown of transaction revenue for the fiscal quarters indicated:

For the three months ended June 30, 2025 and 2024, our average spread (our fee) per transaction with customers was 3.31% and 3.46%, respectively, a decline due primarily to the change in the mix of cryptocurrencies being traded. Total Marketplace platform trading volume with customers for the three months ended June 30, 2025 and 2024 was ¥61.5 billion and ¥73.0 billion, respectively.

Commission received

Our commission received consist primarily of remittance fees, deposit and withdrawal and transfer fees, commissions received from the issuer and subscribing customers in the IEO business, commissions that arise from transactions on the Coincheck NFT Marketplace, commissions that arise from transactions on our Exchange platform, and other commissions.

Expenses

Expenses consist of cost of sales and selling, general, and administrative expenses.

Cost of sales

We purchase crypto assets from customers or cover counterparties to complete customer Marketplace platform orders. Our cost of sales is, mainly, the aggregate price of the crypto assets at the time we purchase them.

Selling, general, and administrative expenses

Personnel expenses and advertising and promotion expenses are the largest components of our selling, general, and administrative expenses. Our personnel expenses are expected to scale if and as our revenues grow. In addition, systems-related expenses are correlated with user numbers and trading volumes and are incurred in order to support our mobile and desktop web applications. With respect to advertising and promotional expenses, beginning in May 2024 we resumed television advertising. For the three months ended June 30, 2025 and 2024, our advertising and promotion expenses were ¥430 million and ¥477 million, respectively. For the years ended March 31, 2025, 2024 and 2023, our advertising and promotion expenses were ¥1,874 million, ¥661 million and ¥1,294 million, respectively.

Our other costs are relatively fixed in nature, which we believe allows us to target significant operating leverage through growth of our customer base. We believe that our expense structure enables us to be profitable, or minimize loss, even in periods with low trading volume.

Selling, general, and administrative expenses consist primarily of the following:

•        Personnel expenses.    Personnel expenses consist of salaries and bonuses of our employees and share-based compensation for restricted share units. Share-based compensation were granted to managing directors and officers, board members and other qualified employees and non-employee consultants. The total share-based compensation expense was ¥298 million and ¥nil million, for the three months ended June 30, 2025 and 2024, respectively.

•        Advertising and promotion expenses.    Advertising and promotion expenses primarily include expenses incurred for the advertising of our products in various media, including television, press, and internet (including social media and online video-sharing platforms) and affiliate marketing programs.

•        Professional fees.    Professional fees consist of legal, financial advisory, accounting and other consulting fees. Professional fee includes transaction expenses related to Company business acquisition activities of ¥143 million and ¥179 million, for the three months ended June 30, 2025 and 2024, respectively. The advisory fees related to the Business Combination were ¥4,607 million, ¥248 million, and ¥717 million, for the years ended March 31, 2025, 2024 and 2023, respectively.

•        Communication expenses.    Communication expenses include cloud service expenses such as Amazon Web Services.

•        Subcontract expenses.    Subcontract expenses include outsourcing costs.

Selling, general, and administrative expenses also include depreciation and amortization, business management service fees, transaction related costs, subcontract labor costs, tax expenses, and other expenses.

Other Income and Expenses

Other income

There was no significant other income in the quarter ended June 30, 2025, or in the quarter ended June 30, 2024. There is no significant other income for the year ended March 31, 2025, and other income consists primarily of gain on sale of business and gain on sale of crypto assets held for the year ended March 31, 2024.

Other expenses

Other expenses consist primarily of exchange loss in the quarter ended June 30, 2025 and in the quarter ended June 30, 2024. Other expenses consist primarily of exchange loss and disposals of intangible assets for the year ended March 31, 2025, and lease contract cancellation penalty, loss on sales and disposals of intangible assets, and termination benefits and exchange loss for the year ended March 31, 2024.

Financial Income and Expenses

Financial income

There was no significant financial income in the quarter ended June 30, 2025, and financial income consisted primarily of derivative gains in the quarter ended June 30, 2024. Financial income consists primarily of change in fair value of warrant liabilities for the year ended March 31, 2025 and derivative gains for the year ended March 31, 2024.

Financial expenses

Financial expenses consist primarily of change in fair value of warrant liability in the quarter ended June 30, 2025 and impairment losses of other financial assets (non-current assets) in the quarter ended June 30, 2024. Financial expenses consist primarily of interest expenses for the year ended March 31, 2025 and impairment losses of other financial assets (non-current assets) for the year ended March 31, 2024.

Historical Results of Operations

Comparison of the three months ended June 30, 2025, with the three months ended June 30, 2024

The following table shows selected consolidated statements of profit or loss data for the three months ended June 30, 2025 and 2024:

Revenue.    Revenue was ¥83,553 million in the quarter ended June 30, 2025, an increase of ¥8,259 million, or 11%, from ¥75,294 million in the quarter ended June 30, 2024. The increase was due to the increase in volume for cover counterparties, which was partially offset by the decrease in volume for customers.

Other revenue.    Other revenue was ¥436 million in the quarter ended June 30, 2025, an increase of ¥430 million from ¥6 million in the quarter ended June 30, 2024. The increase was due mainly to staking reward revenue, which was not launched until the fourth quarter of the fiscal year ended March 31, 2025.

Cost of sales.    Cost of sales was ¥81,288 million in the quarter ended June 30, 2025, an increase of ¥9,107 million, or 13%, from ¥72,182 million in the quarter ended June 30, 2024. This increase was due mainly to an increase in trading activity.

Selling, general, and administrative expenses.    Selling, general, and administrative expenses were ¥3,571 million in the quarter ended June 30, 2025, an increase of ¥1,097 million, or 44%, from ¥2,474 million in the quarter ended June 30, 2024. The increase was due mainly to an increase in share-based compensation expense of ¥298 million and professional fees of ¥649 million relating to becoming a publicly traded company.

Operating profit (loss).    Operating loss was ¥870 million in the quarter ended June 30, 2025, as compared to an operating profit of ¥644 million in the quarter ended June 30, 2024. Components contributing to operating loss in the quarter ended June 30, 2025 included share-based compensation expense of ¥298 million and professional fees of ¥649 million relating to becoming a publicly traded company.

Other income.    Other income was ¥1 million in the quarter ended June 30, 2025, a decrease of ¥6 million, or 83%, from ¥8 million in the quarter ended June 30, 2024.

Other expenses.    Other expenses were ¥132 million in the quarter ended June 30, 2025, an increase of ¥125 million, or 1857%, from ¥7 million in the quarter ended June 30, 2024. The increase relates primarily to foreign exchange loss of ¥131 million that occurred in the quarter ended June 30, 2025.

Financial income.    Financial income was ¥1 million in the quarter ended June 30, 2025, a decrease of ¥22 million, from ¥23 million in the quarter ended June 30, 2024. The financial income of ¥23 million in the quarter ended June 30, 2024 was a derivatives gain.

Financial expenses.    Financial expenses were ¥251 million in the quarter ended June 30, 2025, an increase of ¥226 million, or 985%, from ¥23 million in the quarter ended June 30, 2024. The increase was due mainly to change in fair value of warrant liability of ¥223 million in the quarter ended June 30, 2025.

Income tax expenses.    Income tax expenses were ¥126 million in the quarter ended June 30, 2025, a decrease of ¥83 million, or 40%, from ¥209 million in the quarter ended June 30, 2024. The decrease in income tax expenses was due mainly to lower taxable income in the quarter ended June 30, 2025.

Comparison of the year ended March 31, 2025, with the year ended March 31, 2024

The following table shows selected consolidated statements of profit or loss data for the years ended March 31, 2025 and 2024:

Revenue.    Revenue was ¥383,205 million in the year ended March 31, 2025, an increase of ¥159,430 million, or 71%, from ¥223,775 million in the year ended March 31, 2024. The increase was due mainly to increased transaction revenue due to the increased Marketplace platform trading volume.

Other revenue.    Other revenue was ¥125 million in the year ended March 31, 2025, a decrease of ¥149 million or 54%, from ¥274 million in the year ended March 31, 2024. The decrease was due mainly to decreased sales of NFTs.

Cost of sales.    Cost of sales was ¥369,852 million in the year ended March 31, 2025, an increase of ¥155,065 million, or 72%, from ¥214,786 million in the year ended March 31, 2024. This increase was due mainly to an increase in trading volume on our Marketplace platform.

Selling, general, and administrative expenses.    Selling, general, and administrative expenses were ¥14,458 million in the year ended March 31, 2025, an increase of ¥7,701 million, or 114%, from ¥6,757 million in the year ended March 31, 2024. The increase was due mainly to an increase in professional fees relating to the Business Combination and listing of the Company’s Ordinary Shares on Nasdaq.

Operating profit (loss).    Operating loss was ¥980 million in the year ended March 31, 2025, a decrease of ¥3,486 million, or 139%, from an operating profit of ¥2,506 million in the year ended March 31, 2024. A large component of the operating loss in the year ended March 31, 2025 was total professional expenses of ¥4,607 million related to the Business Combination and listing of the Company’s Ordinary Shares on Nasdaq.

Other income.    Other income was ¥22 million in the year ended March 31, 2025, a decrease of ¥415 million, or 95%, from ¥437 million in the year ended March 31, 2024, which included a gain of ¥300 million from the sale of our Sharely business. We decided to sell Sharely because it was a business not related to the crypto assets industry.

Other expenses.    Other expenses were ¥105 million in the year ended March 31, 2025, a decrease of ¥48 million, or 31%, from ¥153 million in the year ended March 31, 2024. The decrease primarily relates to a cancellation penalty of lease contract of ¥44 million that occurred in the year ended March 31, 2024.

Financial income.    Financial income was ¥1,457 million in the year ended March 31, 2025, an increase of ¥1,390 million, from ¥67 million in the year ended March 31, 2024. The change was due mainly to the decrease in the fair value of our warrant liabilities.

Listing expense.    Listing expense was ¥13,714 million in the year ended March 31, 2025 (there was no listing expense in the prior year). The listing expense relates to the completion of the Business Combination and listing of our Ordinary Shares on Nasdaq in December 2024. The listing expense represents the excess of fair value of Coincheck shares deemed to have been issued over the fair value of Thunder Bridge’s identifiable net assets acquired, and represents compensation for the service of a stock exchange listing for its shares that is expensed as incurred.

Financial expenses.    Financial expenses were ¥39 million in the year ended March 31, 2025, an increase of ¥22 million, or 129%, from ¥17 million in the year ended March 31, 2024. The change was due mainly to an increase in interest expenses.

Income tax expenses.    Income tax expenses were ¥991 million in the year ended March 31, 2025, an increase of ¥118 million, or 14%, from ¥873 million in the year ended March 31, 2024. The increase in income tax expenses was due mainly to increased taxable income.

Comparison of the year ended March 31, 2024 with the year ended March 31, 2023

The following table shows selected statements of profit or loss data for the years ended March 31, 2024 and 2023:

Revenue.    Revenue was ¥223,775 million in the year ended March 31, 2024, an increase of ¥47,783 million, or 27%, from ¥175,992 million in the year ended March 31, 2023. The increase was due mainly to increased transaction revenue due to increased Marketplace platform trading volume.

Other revenue.    Other revenue was ¥274 million in the year ended March 31, 2024, a decrease of ¥658 million, or 71%, from ¥932 million in the year ended March 31, 2023. The decrease was due mainly to a decrease in sales of NFTs.

Total revenue.    Total revenue was ¥224,049 million in the year ended March 31, 2024, an increase of ¥47,125 million, or 27%, from ¥176,924 million in the year ended March 31, 2023. The increase was due mainly to an increase in transaction revenue due to an increase in trading volume on our Marketplace platform.

Cost of sales.    Cost of sales was ¥214,786 million in the year ended March 31, 2024, an increase of ¥45,182 million, or 27%, from ¥169,604 million in the year ended March 31, 2023. This increase was due mainly to an increase in trading volume on our Marketplace platform.

Selling, general and administrative expenses.    Selling, general and administrative expenses were ¥6,757 million in the year ended March 31, 2024, a decrease of ¥1,282 million, or 16%, from ¥8,039 million in the year ended March 31, 2023. The decrease was due mainly to a decrease in advertising and promotion expenses and a decrease in professional fees.

Operating profit (loss).    Operating profit was ¥2,506 million in the year ended March 31, 2024, an increase of ¥3,225 million, or 449%, from an operating loss of ¥719 million in the year ended March 31, 2023. The change was due mainly to an increase in total revenue due in part to a slowly recovering cryptocurrency market.

Other income.    Other income was ¥437 million in the year ended March 31, 2024, an increase of ¥392 million, or 871%, from ¥45 million in the year ended March 31, 2023. The increase was due mainly to a gain realized from the sale of our Sharely business.

Other expenses.    Other expenses were ¥153 million in the year ended March 31, 2024, a decrease of ¥12 million, or 7%, from ¥165 million in the year ended March 31, 2023. The decrease was due mainly to having no impairment loss of crypto assets held (non-current assets), partially offset by a lease cancellation penalty and termination benefit costs.

Financial income.    Financial income was ¥67 million in the year ended March 31, 2024, an increase of ¥67 million from ¥ nil million in the year ended March 31, 2023. The increase was due mainly to an increase in derivative gains.

Financial expenses.    Financial expenses were ¥17 million in the year ended March 31, 2024, an increase of ¥10 million from ¥7 million in the year ended March 31, 2023. The increase was due mainly to an increase in impairment loss of other financial assets.

Profit (loss) before income taxes.    Profit before income taxes was ¥2,840 million in the year ended March 31, 2024, an increase of ¥3,686 million from a loss of ¥846 million in the year ended March 31, 2023. The increase was due mainly to an increase in revenue.

Income tax (expenses) benefits.    Income tax expenses were ¥873 million in the year ended March 31, 2024, compared to ¥1,160 million from income tax benefits of ¥287 million in the year ended March 31, 2023, due mainly to a profit of ¥2,840 million in the year ended March 31, 2024 compared to a loss of ¥846 million in the year ended March 31, 2023.

Net profit (loss) for the period.    Net profit was ¥1,967 million in the year ended March 31, 2024, an increase of ¥2,526 million as compared to net loss of ¥559 million in the year ended March 31, 2023. The increase was due mainly to an increase in revenue.

Non-IFRS Financial Measures

In addition to our results determined in accordance with IFRS Accounting Standards, we present EBITDA and Adjusted EBITDA, both non-IFRS measures, because we believe they are useful in evaluating our operating performance. EBITDA represents net profit (loss) for the period before the impact of taxes, interest, depreciation, and amortization of intangible assets, and Adjusted EBITDA is EBITDA, further adjusted for transaction expenses that are directly attributable to the reverse recapitalization (as a result of the Business Combination), as well as Nasdaq listing expenses. Please also see “Overview” near the beginning if this discussion and analysis for an explanation of our change in calculating Adjusted EBITDA beginning with the quarter ended June 30, 2025.

We use EBITDA and Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that EBITDA and Adjusted EBITDA may be helpful to investors because they provide consistency and comparability with past financial performance. However, EBITDA and Adjusted EBITDA are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for our financial information presented in accordance with IFRS Accounting Standards.

A reconciliation is provided below for each non-IFRS financial measure to the most directly comparable financial measure stated in accordance with IFRS Accounting Standards. Investors are encouraged to review the related IFRS financial measures and the reconciliation of these non-IFRS financial measures to their most directly comparable IFRS financial measures, and not to rely on any single financial measure to evaluate our business.

The following tables present reconciliations of our non-IFRS financial measures:

Reconciliation of EBITDA to Net Profit

Reconciliation of Adjusted EBITDA to Net Profit

Reconciliation of EBITDA to Net Profit

Reconciliation of Adjusted EBITDA to Net Profit