Coincheck Group NV美国存托凭证招股说明书（2025年5月20日版）

COINCHECK GROUP N.V. Primary Offering of4,860,148Ordinary Shares Underlying Warrants Secondary Offering of127,895,040Ordinary Shares129,611 Warrants to Purchase Ordinary Shares and This 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 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 $1.21 We are a “foreign private issuer” as defined under the U.S.federal securities laws and, as such, may elect to comply with certainreduced public company disclosure and reporting requirements. See “Prospectus Summary—Implications of Being a Foreign Private 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 theProspectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus for adiscussion of information that should be considered in connection with an investment in our securities. 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 a PROSPECTUS SUPPLEMENT NO. 1, DATED MAY 20, 2025 Coincheck Reports Financial Results for Fourth Quarter and Year Ended March 31, 2025 Fourth 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: Certain 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 yearfrom ¥224.0 billion ($1,495 million) in the fiscal 2024 full year. decreased 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. ●Verified Accounts3increased 16%, to 2,291,103 as of the end of fiscal 2025 from 1,981,152 as of the end of fiscal 2024. ●Customer Assets4increased 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 Volume5 increased 44%, to ¥337.5 billion ($2,252 million) for the fiscal 2025 full year from ¥234.6billion ($1,565 million) for the fiscal 2024 full year. Fluctuations in Marketplace Trading Volume are usually driven bycrypto-asset industry market volumes and conditions generally, and the size and level of trading activity at Coincheckspecifically, as well as market-price fluctuations in the crypto assets most frequently traded. ●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. 1References in this announ