Coincheck Group N.V.

This report contains forward-looking statements. These forward-looking statements relate to expectations

for future financial performance, business strategies or expectations for our business. In addition, any statements that

refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as

“plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,”

“may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but

the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this report and our

managements’ current intentions, expectations, forecasts and assumptions, and involve a number of judgments,

known and unknown risks and uncertainties and other factors, many of which are outside of our control.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent

date. We do not undertake any obligation to update, add or to otherwise correct any forward-looking statements

contained herein to reflect events or circumstances after the date they were made, whether as a result of new

information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be

required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of

the date of this report. As a result of a number of known and unknown risks and uncertainties, actual results or

performance may be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described in this report under “Risk

Factors” and include the following:

•the price of crypto assets and volume of transactions on Coincheck’s platforms;

•the development, utility and usage of crypto assets, and people’s interest in investing in them and

trading them, particularly in Japan;

•changes in economic conditions and consumer sentiment in Japan;

•cyberattacks and security breaches on, or affecting, Coincheck’s platform;

•the level of demand for any particular crypto asset or crypto assets generally;

•changes to any laws or regulations in the United States, Japan or the Netherlands that are adverse to the

Company, Coincheck, or either’s failure to comply with any laws or regulations;

•administrative sanctions, including fines, or legal claims if we are found to have offered services in

violations of the laws of jurisdictions other than Japan or to have violated international sanctions

regimes;

•Coincheck’s ability to compete and increase market share in a highly competitive industry;

•Coincheck’s ability to introduce new products and services, timely or at all;

•any interruptions in services provided by third-party service providers;

•the status of any particular crypto asset as to whether it is deemed a “security” in any relevant

jurisdiction;

•legal, regulatory, and other risks in connection with Coincheck’s operation of the Coincheck NFT

Marketplace that could adversely affect our business, operating results, and financial condition;

•our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions if

we expand our business outside of Japan;

•the inability to maintain the listing of our Ordinary Shares on Nasdaq;

•the ability to grow and manage growth profitably; and

•other risks and uncertainties indicated in this report, including those set forth under the section titled

“Risk Factors.”

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by

our management prove incorrect, actual results may vary in material respects from those projected in these forward-

looking statements. You should keep in mind that any event described in a forward-looking statement made in this

report or elsewhere might not occur.

The foregoing factors and “Risk Factors” section in this report should not be construed as exhaustive and

should be read together with the other cautionary statements included in this report. All forward-looking statements

included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this

section as well as any other cautionary statements contained in this report.

Part I.