Coincheck Group NV美股招股说明书(2025-05-20版)

129,611Ordinary Shares Underlying WarrantsThis prospectus supplement amends the prospectus dated April 8, 2025 (as supplemented or amended from time to time, the “Prospectus”) of Coincheck Group N.V., which forms a part of our Registration Statement on Form F-1 (No. 333-284537). Thisprospectus supplement is being filed to update and supplement the information included in the Prospectus with the informationcontained in the press release attached to our Report on Form 6-K, which was furnished to the Securities and Exchange Commissionon May 13, 2025 (the “SEC”), relating to our financial results for our fourth quarter and year ended March 31, 2025. Accordingly, we defined herein have the meanings specified in the Prospectus.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 May 19, 2025, the last reported sale prices for our Ordinary Shares and Public Warrants on Nasdaq were $6.23 per share and $1.21per warrant, respectively. This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplementsthereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus for a Neither the U.S.Securities and Exchange Commission, or SEC, nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Coincheck Reports Financial Results for Fourth Quarter and Year Ended March 31, 2025Fourth Quarter Total Revenue Increased 13% Year-over-Year and Decreased 7% Quarter-over-Quarter Full-Year Total Revenue Increased by 71% Amsterdam, Netherlands–May13, 2025– Coincheck Group N.V. (Nasdaq: CNCK) (“Coincheck Group”, the “Company” or “Group”), a Dutch public limited liability company and the holding company of Coincheck, Inc. (“Coincheck”), a leading Japanesecrypto exchange company, today reported financial results for the fourth quarter and year ended March 31, 2025 (“fiscal 2025”). Financial Highlights:1Certain Year-Over-Year Highlights ●Total revenue increased 13% to ¥114.6 billion ($764 million) in the fourth quarter of fiscal 2025 from ¥101.4 billion ($676million) in the fourth quarter of fiscal 2024, and increased 71%, to ¥383.3 billion ($2,557 million) in the fiscal 2025 full year from ¥224.0 billion ($1,495 million) in the fiscal 2024 full year. ●Gross margin2decreased 20% to ¥3.5 billion ($24 million) in the fourth quarter of fiscal 2025, compared to ¥4.4 billion ($30million) in the fourth quarter of fiscal 2024, and increased 46% to ¥13.5 billion ($90 million) in the fiscal 2025 full year,compared to ¥9.3 billion ($62 million) in the fiscal 2024 full year. ●Customer Assets4 increased 15%, to ¥859.2 billion ($5,732 million) as of the end of fiscal 2025, from ¥744.2 billion ($4,965million) as of the end of fiscal 2024.●Marketplace Trading Volume5increased 44%, to ¥337.5 billion ($2,252 million) for the fiscal 2025 full year from ¥234.6 crypto-asset industry market volumes and conditions generally, and the size and level of trading activity at Coincheck ●Net profit was ¥642 million ($4.3 million) in the fourth quarter of fiscal 2025 compared to ¥1,953 million ($13.0 million) inthe fourth quarter of fiscal 2024, and Net loss was ¥14,350 million ($95.7 million) in the fiscal 2025 full year, compared toNet profit of ¥1,967 million ($13.1 million) in the fiscal 2024 full year. A large component of the Net loss results for the fiscal 2025 full year was total transaction expenses6of ¥18,321 million ($122.2 million), partially offset by gain from the change infair value of warrant liability of ¥1,435 million ($9.6 million) in the third and fourth fiscal quarters. Dollars. Unless otherwise stated, Coincheck Group has translated U.S. Dollar amounts from Japanese Yen at the exchange rateof¥149.9 per $1.00, which was the¥/$ exchange rate reported by the Federal Reserve Bank of New York as of March 31, 2025.2Gross margin is defined as total revenue less cost of sales.3Verified Accounts are all accounts that have been opened after the account owner completes all application procedures (including “know your customer” or “KYC”), after subtracting therefrom the total number of closed accounts.4Customer Assets are preliminary figures prepared in accordance with Japanese generally accepted accounting principles(JGAAP) and differ from the financial figures of Coincheck Group N.V., prepared in accordance with IFRS Accounting Standards 5Marketplace Trading Volume for a specific period is the total value, based on the underlying asset, of all transactions completedthrough Coincheck’