Coincheck Group NV美股市值招股说明书(2025-11-18版)

Secondary Offering of127,559,143 Ordinary Shares129,611 Warrants to Purchase Ordinary Shares and This prospectus supplement amends the prospectus dated September 5, 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). This prospectussupplement is being filed to update and supplement the information included in the Prospectus with our Unaudited Condensed ConsolidatedInterim Financial Statements as of September 30, 2025 and March 31, 2025 and for the three and six months ended September 30, 2025 and2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Report onForm 6-K, which was furnished to the Securities and Exchange Commission on November 14, 2025 (the “SEC”). Accordingly, we have 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. Thelast reported sale price for our Ordinary Shares on Nasdaq was $3.31 per share on November 14, 2025, and the last reported sale price for our We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reducedpublic company disclosure and reporting requirements. See “Prospectus Summary — Implications of Being a Foreign Private Issuer." See This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, whichis to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of the 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 or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PROSPECTUS SUPPLEMENT NO. 1, DATED NOVEMBER 17, 2025 COINCHECK GROUP N.V. and its subsidiaries. The board of directors of Coincheck Group N.V. The Business Combination consummated on December 10, 2024 pursuant tothe Business Combination Agreement, including related transactions therein The Business Combination Agreement, dated as of March 22, 2022, asamended, by and among Thunder Bridge, Coincheck Parent, M1 GK,Coincheck Merger Sub, Inc., and Coincheck, and the agreements contemplated Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) and theprincipal operating subsidiary of Coincheck Parent, and is a licensedcryptocurrency exchange services provider in Japan. Coincheck Group N.V., a Dutch public limited liability company (naamloze Coincheck’s service available to customers that enables non-fungible tokens Sometimes also described as cold storage, the storage of private keys in anyfashion that is disconnected from the internet in order to protect data fromunauthorized access. Common examples include offline computers, USB Transactions executed by Coincheck on the Exchange platform with acustomer, or with a party on an external exchange or market maker that isconnected via API to Coincheck’s systems, in order to offset Coincheck’s own A broad term for any cryptography-based market, system, application, or A digital asset built using blockchain technology, including cryptocurrenciesand NFTs. Under PSA, digital assets that constitute a “security token” (i.e.,ERTRs or ERTRISs under FIEA) are excluded from the definition of cryptoassets. Accordingly, crypto assets consist only of digital assets that have been Bitcoin and altcoins. This category of crypto asset is designed to work as amedium of exchange, store of value, or to power applications and excludes COINCHECK GROUP N.V. and its subsidiaries. The single account, as governed by one customer agreement, opened by acustomer that enables the customer to use the Marketplace platform, Exchangeplatform, Coincheck NFT Marketplace, participate in Coincheck’s IEOplatform offerings, and otherwise use Coincheck’s crypto services offered to itsaccountholders (i.e., there is one account per verified user for all accountholder Cryptocurrencies held for customers + fiat currency deposited by customers.This definition, as used in the description of our business, does not include customer assets customers (or “users”) Parties who hold accounts and utilize the services provided on crypto assetplatforms. This definition, as used in the description of our business, generallydoes not include cover counterparties, and thus such definition differs from thedefinition of “customer” under