Coincheck Group N.V.
For the period ended Mar 31, 2025. Filed Jul 30, 2025.
View on SEC.govAbout this filing
The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Jul 30, 2025
Contents
CERTAIN DEFINED TERMS
Throughout this Annual Report on Form 20-F (this “report”), 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 report.
| Term | Description |
|---|---|
| altcoin | A term sometimes used to refer to a cryptocurrency other than Bitcoin. |
| Bitcoin (“BTC”) | The first system of global, decentralized, scarce, digital money as initially introduced in a white paper titled “Bitcoin: A Peer-to-Peer Electronic Cash System” by Satoshi Nakamoto. |
| blockchain | A cryptographically secure digital ledger that maintains a record of all transactions that occur on a network and follows a consensus protocol for confirming new blocks to be added. |
| Board or Board of Directors | The board of directors of Coincheck Group N.V. |
| Business Combination | The Business Combination consummated on December 10, 2024 pursuant to the Business Combination Agreement, including related transactions therein described. |
| Business Combination Agreement | The Business Combination Agreement, dated as of March 22, 2022, as amended, by and among Thunder Bridge, Coincheck Parent, M1 GK, Coincheck Merger Sub, Inc., and Coincheck, and the agreements contemplated therein for related transactions to be signed or completed at closing. |
| Coincheck | Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) and the principal operating subsidiary of Coincheck Parent, and is a licensed cryptocurrency exchange services provider in Japan. |
| Coincheck Parent | Coincheck Group N.V., a Dutch public limited liability company (naamloze vennootschap). |
| Coincheck NFT Marketplace | Coincheck’s service available to customers that enables non-fungible tokens (NFTs) to be purchased. |
| cold wallet | Sometimes also described as cold storage, the storage of private keys in any fashion that is disconnected from the internet in order to protect data from unauthorized access. Common examples include offline computers, USB drives or paper records. |
| cover counterparties | Counterparties with which cover transactions are executed. |
| cover transactions | Transactions executed by Coincheck on the Exchange platform with a customer, or with a party on an external exchange or market maker that is connected via API to Coincheck’s systems, in order to offset Coincheck’s own positions or reduce its exposure arising from transactions in crypto assets with customers using Coincheck’s Marketplace platform. |
| crypto | A broad term for any cryptography-based market, system, application, or decentralized network. |
| crypto asset or a “token” | A digital asset built using blockchain technology, including cryptocurrencies and NFTs. Under PSA, digital assets that constitute a “security token” (i.e., ERTRs or ERTRISs under FIEA) are excluded from the definition of crypto assets. Accordingly, crypto assets consist only of digital assets that have been determined not to constitute ERTRs or ERTRISs. |
|---|---|
| cryptocurrency | Bitcoin and altcoins. This category of crypto asset is designed to work as a medium of exchange, store of value, or to power applications and excludes security tokens. |
| customer account or customer’s account | The single account, as governed by one customer agreement, opened by a customer that enables the customer to use the Marketplace platform, Exchange platform, Coincheck NFT Marketplace, participate in Coincheck’s IEO platform offerings, and otherwise use Coincheck’s crypto services offered to its accountholders (i.e., there is one account per verified user for all accountholder services, and not separate accounts or customer agreements for each platform or service). |
| customer assets | Cryptocurrencies held for customers + fiat currency deposited by customers, on a J-GAAP basis. This definition, as used in the description of our business, does not include NFTs. |
| customers (or “users”) | Parties who hold accounts and utilize the services provided on crypto asset platforms. This definition, as used in the description of our business, generally does not include cover counterparties, and thus such definition differs from the definition of “customer” under IFRS 15. Notwithstanding the foregoing, for purposes of the Company’s audited financial statements included elsewhere in this report, "customers" refers to customers that meet the definition under IFRS 15, including cover counterparties. |
| DeFi | Short for “Decentralized Finance,” referring to a peer-to-peer network built on blockchain technology that can be used to facilitate traditional financial services like borrowing, lending, trading derivatives, and insurance. |
| ERTRs and ERTRISs | Electronically recorded transferable rights (ERTRs) and electronically recorded transferable rights to be indicated on securities (ERTRIS) under FIEA. |
| Ethereum | A decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, as well as the native crypto assets, such as Ether (ETH), on the Ethereum network. |
| Exchange Act | The U.S. Securities Exchange Act of 1934, as amended. |
| Exchange platform | Coincheck’s exchange platform, targeted to more sophisticated crypto investors and traders, which facilitates crypto asset purchase and sale transactions between customers generally on a no-fee basis, and on which Coincheck from time to time purchases or sells crypto assets to help support the covering of transactions on its Marketplace platform. |
| FEFTA | The Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 1948). Under FEFTA, Japan’s Ministry of Finance and its ministries with jurisdiction over a target entity’s business review foreign direct investments and impose certain restrictions on such investments made by foreign investors. |
| FIEA | Japan’s Financial Instruments and Exchange Act |
|---|---|
| fork | A “soft” fork aims to be a backward-compatible upgrade to a blockchain, allowing nodes running older versions to still validate new transactions. A “hard” fork is a non-backward-compatible change that requires all nodes to upgrade to the new version, often resulting in a permanent split in the blockchain which results in two different blockchains, the original, and the new version, resulting in the creation of a new token. |
| hot wallet | A wallet that is connected to the Internet, enabling it to broadcast transactions. |
| Initial Exchange Offering (“IEO”)/Initial Token Offering | A fundraising event where a crypto start-up raises money through a cryptocurrency exchange. An IEO is a type of Initial Token Offering where a company or project electronically issues utility tokens to procure funds, with a cryptocurrency exchange acting as the main party for screening the project and selling the issuer tokens. Interested supporters can buy tokens with fiat currency or cryptocurrency. The token may be exchangeable in the future for a new cryptocurrency to be launched by the project, or a discount or early rights to a product or service proposed to be offered by the project. |
| Japan Virtual and Crypto assets Exchange Association (the “JVCEA”) | The JVCEA is a self-regulatory organization for the Japanese cryptocurrency industry under the Payment Services Act, which is formally recognized by the Financial Services Agency of Japan (the “JFSA”). The JVCEA was established in 2018 after a hacking incident of NEM digital tokens occurred with an operational focus on the inspection of the security of domestic exchanges and the enforcement of stricter regulations. The members of the JVCEA consist of the 32 licensed class 1 Japanese virtual currency exchange service providers as of April 15, 2025. |
| M1 GK | M1 Co G.K., a Japanese limited liability company (godo kaisha) that was a direct, wholly owned subsidiary of Coincheck Parent and the sole shareholder of Coincheck, which was merged into Coincheck on June 20, 2025, resulting in Coincheck Parent becoming the sole shareholder of Coincheck. |
| Marketplace platform | Coincheck’s main platform offering that supports, as of March 31, 2025, 30 different cryptocurrencies, and is used primarily by retail customers to buy and sell the supported cryptocurrencies. |
| miner | Individuals or entities who operate a computer or group of computers that add new transactions to blocks and verify blocks created by other miners. Miners collect transaction fees and are rewarded with new tokens for their service. |
| mining | The process by which new blocks are created, and thus new transactions are added to the blockchain. |
| Monex | Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) listed on the Tokyo Stock Exchange. |
| Nasdaq | Nasdaq Global Market. |
| NEM (“XEM”) | NEM (abbreviated as “XEM” on exchange platforms) is a type of open-source cryptocurrency developed for the “New Economic Movement” network. NEM is a crypto asset with a strong community in Japan in particular, and the goal of NEM is to establish a new economic framework based on the principles of decentralization, economic freedom and equality rather than the existing frameworks managed by countries and governments. |
|---|---|
| network | Also sometimes referred to as a crypto network, cryptocurrency network or blockchain network, a system of interconnected computers that records and verifies cryptocurrency transactions, including the collection of all miners that use computing power to maintain the ledger and add new blocks to the blockchain. |
| Next Finance | Next Finance Tech Co., Ltd, a Japanese private company engaged in a staking platform services business, that Coincheck Parent acquired in March 2025. |
| non-fungible token, or NFT | A unique and non-interchangeable unit of data stored on a blockchain which allows for a verified and public proof of ownership, first launched on the Ethereum blockchain. |
| on-chain | A type of crypto transaction that is directly recorded as data on a blockchain. A type of transaction that is not directly recorded on a blockchain is referred to as “off-chain.” |
| Ordinary Shares | Ordinary Shares of Coincheck Parent, traded on Nasdaq under the symbol “CNCK.” |
| protocol | A type of algorithm or software that governs how a blockchain operates. |
| Private Warrants | Warrants, issued by Coincheck Parent, and held by Thunder Bridge Sponsor. |
| PSA | Japan’s Payment Services Act, a law governing registration and other requirements relating to the issuance and exchange of prepaid payments, as amended to cover crypto assets. |
| public key or private key | Each public address has a corresponding public key and private key that are cryptographically generated. A private key allows the recipient to access any funds belonging to the address, similar to a bank account password. A public key helps validate transactions that are broadcasted to and from the address. Addresses are shortened versions of public keys, which are derived from private keys. |
| Public Warrants | Warrants, issued by Coincheck Parent, and traded on Nasdaq under the symbol “CNCKW.” |
| SEC | The U.S. Securities and Exchange Commission. |
| Securities Act | The U.S. Securities Act of 1933, as amended. |
| smart contract | Software that digitally facilitates or enforces a rules-based agreement or terms between transacting parties. |
| Thunder Bridge | Thunder Bridge Capital Partners IV, Inc., a Delaware corporation, the special purpose acquisition company (SPAC) for the de-SPAC transaction embodied by the Business Combination Agreement. |
| Thunder Bridge Sponsor | TBCP IV, LLC, a Delaware limited liability company, Thunder Bridge’s sponsor and the recipient of Ordinary Shares as “sponsor shares” pursuant to the Business Combination Agreement. |
| US$ or $ | Refers to U.S. dollars. |
| wallet | A place to store public and private keys for crypto assets. |
|---|---|
| Warrants | The Public Warrants and Private Warrants, collectively. |
NOTE ON PRESENTATION
Following the Business Combination, we qualified as a Foreign Private Issuer and prepare our financial
statements in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting
Standards Board (“IASB”). The consolidated financial statements of the Company as of March 31, 2025 and 2024,
and for the three-year period ended March 31, 2025, have been prepared in accordance with the IFRS Accounting
Standards and in its presentation and reporting currency of Japanese yen (“¥”).
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 report. 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.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.