Coincheck Group NV美股招股说明书(2025-04-10版)

Primary Offering of4,860,148OrdinaryShares Underlying Warrants Secondary Offering of127,895,040OrdinaryShares129,611Warrants to Purchase Ordinary Shares and129,611OrdinaryShares Underlying Warrants This prospectus relates to the offer and sale by us of (i)up to 4,730,537 ofour ordinary shares with a nominal value of one eurocent (EUR 0.01) each (“OrdinaryShares”) that are issuable by us upon the exercise of 4,730,537 Public Warrants (asdefined below) that were previously registered, and (ii)up to 129,611 OrdinaryShares that are issuable by us upon the exercise of 129,611 Private Warrants (asdefined below). This prospectus also relates to the offer and sale from time to time by theselling securityholders named in this prospectus (collectively, the “SellingSecurityholders”) of (A)up to 127,895,040 Ordinary Shares, comprising (i)up to 4,195,973Ordinary Shares (the “TBCP Ordinary Shares”) that wereissued to TBCPIV, LLC (the “Thunder Bridge Sponsor” or “Sponsor”) inexchange for (i) 3,547,918shares of common stock of TBCP IV, LLC and(ii)648,055 outstanding placement units held by the Thunder Bridge Sponsorthat were issued in connection with the private placement that closedsimultaneously with the closing of Thunder Bridge’s initial public offeringpursuant to the Placement Unit Purchase Agreement, dated June29, 2021,between Thunder Bridge and Thunder Bridge Sponsor;(ii)up to an aggregate of 122,587,617 Ordinary Shares (the “CNCK OrdinaryShares” and, together with the TBCP Ordinary Shares, the “BCA OrdinaryShares”) received by the Coincheck Shareholders in exchange for theirexisting equity interests in Coincheck, Inc. in connection with thecompletion of the Business Combination, including (1)up to109,097,910Ordinary Shares that were received by Monex Group, Inc.,(“Monex”) (2)up to 9,700,464 Ordinary Shares that were received byKoichiro Wada (“Koichiro Wada”), and (3)up to 3,789,243 Ordinary Sharesthat were received by Yusuke Otsuka (“Yusuke Otsuka” and, together withThunder Bridge Sponsor, Monex and Koichiro Wada, the “BCA SellingSecurityholders”);(ii)up to an aggregate of 1,111,450 Ordinary Shares (the “Next FinanceAcquisition Shares”) received by the former holders (the “Next FinanceShareholders”) of all of the issued and outstanding shares (the “NextFinance Shares”) of Next Finance Tech Co., a corporation under the laws ofJapan (“Next Finance Tech Co.”) in exchange for their equity interests inNext Finance Tech Co., Ltd.; (B)up to 129,611 Private Warrants, and (C)up to 129,611 Ordinary Shares issuable upon the exercise of the PrivateWarrants. We are registering the offer and sale of these securities to satisfy certainregistration rights we have granted. The Selling Securityholders may offer all orpart of the securities for resale from time to time through public or privatetransactions, at either prevailing market prices or at privately negotiated prices.These securities are being registered to permit the Selling Securityholders to sellsecurities from time to time, in amounts, at prices and on terms determined at thetime of offering. TheSelling Securityholders may sell these securities throughordinary brokerage transactions, in underwritten offerings, directly to market makersof our shares or through any other means described in the section entitled “Plan ofDistribution” herein. In connection with any sales of securities offered hereunder,the Selling Securityholders, any underwriters, agents, brokers or dealersparticipating in such sales may be deemed to be “underwriters” within the meaning ofthe Securities Actof 1933, as amended, or the Securities Act. We are registeringthese securities for resale by the Selling Securityholders, or their donees,pledgees, transferees, distributees or other successors-in-interest selling ourOrdinary Shares or Private Warrants or interests in our Ordinary Shares or PrivateWarrants received after the date of this prospectus from the Selling Securityholdersas a gift, pledge, partnership distribution or other transfer. Table of Contents All of the securities offered by the Selling Securityholders pursuant to thisprospectus 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 thesecurities being registered hereunder. With respect to the Ordinary Shares underlyingthe Warrants, we will not receive any proceeds from such shares except with respectto amounts received by us upon exercise of such Warrants to the extent such Warrantsare exercised for cash. Assuming the exercise of all outstanding Warrants for cash,we would receive aggregate proceeds of approximately $55.9million. However, whetherwarrantholders will exercise their Warrants, and therefore the amount of cashproceeds we would receive upon exercise, is dependent upon the trading price of theOrdinary Shares. Each Warrant will become exercisable for one Ordinary Share at anexercise price of $11.50. Therefore, if and when t