Coincheck Group N.V 6-K, filed May 12, 2026

Coincheck Group N.V. (CNCK)

6-K 2026-05-12 For: 2026-05-12

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Added on May 12, 2026

About this 6-K

Coincheck Group N.V filed this 6-K on May 12, 2026.

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Exhibit Number		Exhibit Description
99.1		Press release relating to financial results of Coincheck Group N.V. for the fourth quarter and full fiscal year ended March 31, 2026, dated May 12, 2026.
99.2		Press release relating to the Transactions issued by Coincheck Group N.V., dated May 12, 2026.
99.3		Share Subscription and Investor Rights Agreement, by and between Coincheck Group N.V. and KDDI Corporation, dated as of May 12, 2026.
99.4		Registration Rights Agreement, by and between Coincheck Group N.V. and KDDI Corporation, dated as of May 12, 2026.

Date: May 12, 2026	COINCHECK GROUP N.V.

	By:	/s/ Jason Sandberg
		Name:	Jason Sandberg
		Title:	Chief Financial Officer

	Japanese Yen
	For the three months ended
	March 31,			March 31,			December 31,
	2026			2025			2025
(in millions)
Revenue:
Revenue	¥	118,822		¥	114,489		¥	142,574
Other revenue		873			90			881
Total revenue		119,695			114,579			143,455

Expenses:
Cost of sales		116,788			111,034			139,622
Selling, general and administrative expenses		4,299			3,556			3,509
Total expenses		121,087			114,590			143,131
Operating loss		(1,392	)		(11	)		324

Other income and expenses:
Other income		161			5			309
Other expenses		(202	)		(72	)		(32	)
Financial income		174			972			249
Financial expenses		(46	)		(11	)		(54	)
Share of loss of equity-accounted investees, net of tax		(17	)		—			(1	)
Profit (loss) before income taxes		(1,322	)		883			795
Income tax expense (benefit)		(105	)		241			390
Net profit (loss) for the period attributable to owners of the Company	¥	(1,217	)	¥	642		¥	405

	Japanese Yen			United States Dollar^*
	For the three months ended			For the three months ended
	March 31,			March 31,
	2026			2026
(in millions)
Revenue:
Revenue	¥	118,822		$	746.9
Other revenue		873			5.5
Total revenue		119,695			752.4

Expenses:
Cost of sales		116,788			734.1
Selling, general and administrative expenses		4,299			27.0
Total expenses		121,087			761.1
Operating loss		(1,392	)		(8.7	)

Other income and expenses:
Other income		161			1.0
Other expenses		(202	)		(1.3	)
Financial income		174			1.1
Financial expenses		(46	)		(0.3	)
Share of loss of equity-accounted investees, net of tax		(17	)		(0.1	)
Loss before income taxes		(1,322	)		(8.3	)
Income tax benefit		(105	)		(0.7	)
Net loss for the period attributable to owners of the Company	¥	(1,217	)	$	(7.6	)

	Japanese Yen						United States Dollar^*
	For the fiscal year ended,						For the fiscal year ended,
	March 31,						March 31,
	2026			2025			2026
(in millions)
Revenue:
Revenue	¥	477,179		¥	383,205		$	2,999.6
Other revenue		3,065			125			19.3
Total revenue		480,244			383,330			3,018.9

Expenses:
Cost of sales		467,173			369,852			2,936.7
Selling, general and administrative expenses		14,492			14,458			91.1
Total expenses		481,665			384,310			3,027.8
Operating loss		(1,421	)		(980	)		(8.9	)

Other income and expenses:
Other income		660			22			4.2
Other expenses		(236	)		(105	)		(1.5	)
Financial income		318			1,457			2.0
Financial expenses		(178	)		(39	)		(1.1	)
Share of loss of equity-accounted investees, net of tax		(18	)		—			(0.1	)
Listing expense		—			(13,714	)		0.0
Loss before income taxes		(875	)		(13,359	)		(5.4	)
Income tax expense		958			991			6.0
Net loss for the period attributable to owners of the Company	¥	(1,833	)	¥	(14,350	)	$	(11.4	)

	Japanese Yen					United States Dollar^*
	As of March 31,		As of March 31,			As of March 31,
	2026		2025			2026
(In millions)
Assets:
Current assets:
Cash and cash equivalents	¥	9,458	¥	8,584		$	59.5
Cash segregated as deposits		50,024		51,655			314.5
Crypto assets held		37,876		44,680			238.1
Customer accounts receivable		1,422		1,086			8.9
Other financial assets		430		62			2.7
Other current assets		1,274		1,035			8.0
Total current assets		100,484		107,102			631.7
Noncurrent assets:
Property and equipment		1,464		1,909			9.2
Intangible assets		13,600		2,529	^†		85.5
Crypto asset held		186		43			1.2
Other financial assets		474		433			3.0
Equity-accounted investees		491		—			3.1
Deferred tax assets		378		337	^†		2.4
Other non-current assets		44		—			0.3
Total non-current assets		16,637		5,251			104.7
Total assets		117,121		112,353		$	736.4
Liabilities and equity
Liabilities:
Current liabilities:
Deposits received		49,814		50,911		$	313.1
Crypto asset borrowings		37,543		44,479			236.0
Other financial liabilities		4,517		2,826			28.4
Income taxes payable		647		799			4.1
Excise tax payable		—		303			0.0
Other current liabilities		615		536			3.9
Total current liabilities		93,136		99,854			585.5
Non-current liabilities:
Other financial liabilities		1,204		901			7.6
Warrant liability		132		410			0.8
Provisions		342		340			2.2
Deferred tax liabilities		562		79	^†		3.5

	Japanese Yen						United States Dollar
	For the fiscal year ended,						For the fiscal year ended,
	March 31						March 31
	2026			2025			2026
(In millions)
Cash flows from operating activities:
Loss before income taxes	¥	(875	)	¥	(13,359	)	$	(5.5	)
Depreciation and amortization		774			727			4.9
Listing expense		—			13,714			—
Interest expense		161			—			1.0
Share-based payments		1,320			—			8.3
Foreign exchange gain		(389	)		—			(2.4	)
Share of loss of equity-accounted investees, net of tax		18			—			0.1
Impairment loss of other assets (non-current assets)		—			13			—
Change in fair value of other financial assets (non-current assets)		16			—			0.1
Net loss on sale or disposal of property and equipment		—			3
Net loss on sale or disposal of intangible assets		220			35			1.4
Net gain on sale of other financial assets (non-current assets)		—			(11	)		—
Change in fair value of warrant liability		(312	)		(1,435	)		(2.0	)
Increase in cash segregated as deposits		1,631			7,601			10.3
(Increase) decrease in crypto assets held (current assets)		6,804			(495	)		42.8
Increase in customer accounts receivable		(123	)		(367	)		(0.8	)
(Increase) decrease in other financial assets (current assets)		50			(22	)		0.3
Increase in other current assets		(19	)		(613	)		(0.1	)
Decrease in other financial assets (non-current assets)		34			155			0.2
Increase in deposits received		(1,097	)		(8,365	)		(6.9	)
Increase (decrease) in crypto asset borrowings		(7,016	)		459			(44.1	)
Increase (decrease) in other financial liabilities		(103	)		573			(0.6	)
Increase (decrease) in excise tax payable		(303	)		—			(1.9	)
Increase (decrease) in other current liabilities		(13	)		159			(0.1	)
Other, net		81			64			0.5
Cash provided by operating activities		859			(1,164	)		5.5
Interest income received		4			2			—
Interest expenses paid		(153	)		(31	)		(1.0	)
Income taxes paid		(1,330	)		(722	)		(8.4	)
Net cash used in operating activities		(620	)		(1,915	)		(3.9	)

Cash flows from investing activities
Purchase of property and equipment		(76	)		(176	)		(0.5	)
Proceeds from sale of property and equipment		—			0			—
Expenditure on internally generated intangible assets		(927	)		(524	)		(5.8	)

Proceeds from refund of guarantee deposits		1			33			—
Purchase of other financial assets (non-current assets)		(10	)		—			(0.1	)
Acquisition of subsidiaries, net of cash acquired		1,796			(236	)		11.3
Acquisition of equity-accounted investees		(505	)		—			(3.2	)
Net cash provided by (used in) investing activities		279			(903	)		1.7

Cash flows from financing activities
Proceeds from short-term loans payable		3,000			1,800			18.9
Repayments of short-term loans payable		(3,041	)		(1,800	)		(19.1	)
Proceeds received from non-redemption agreement		—			202			—
Proceeds from Reverse Recapitalization, net of equity distribution based on Non-Redemption Agreement		—			205			—
Proceeds from loan from related party		19,376			8,508			121.8
Repayments of loan from related party		(17,758	)		(7,887	)		(111.6	)
Repayments of lease obligations		(378	)		(463	)		(2.4	)
Net cash provided by financing activities		1,199			565			7.6

Effect of exchange rate change on cash and cash equivalents		16			0			0.1
Net increase in cash and cash equivalents		858			(2,254	)		5.4
Cash and cash equivalents at the beginning of period		8,584			10,837			54.0
Cash and cash equivalents at the end of period	¥	9,458		¥	8,584		$	59.5

	Japanese Yen
	For the fiscal year ended March 31,
	2026		2025
(In millions)
Revenue arising from contracts with customers
Transaction revenue - Retail⁽¹⁾	¥	455,967	¥	381,705
Transaction revenue - Institutional⁽²⁾		19,867		—
Commission received⁽³⁾		1,345		1,500
Sub-total		477,179		383,205
Other sources
Staking revenue⁽⁴⁾		2,574		—
Investment management fee revenue⁽⁵⁾		139		—
Other revenue⁽⁶⁾		352		125
Sub-total		3,065		125
Total	¥	480,244	¥	383,330

	Japanese Yen			United States Dollar^*
	For the three months ended			For the three months ended
	March 31,			March 31,
	2026			2026
Reconciliation of EBITDA:
Net loss for the period	¥	(1,217	)	$	(7.6	)
Add: Income tax benefit		(105	)		(0.7	)
Loss before income taxes		(1,322	)		(8.3	)
Add: Interest expense		45			0.4
Add: Depreciation and amortization		118			0.7
EBITDA	¥	(1,159	)	$	(7.2	)

	Japanese Yen						United States Dollar^*
	For the year ended						For the year ended
	March 31			March 31			March 31
	2026			2025			2026
Reconciliation of EBITDA:
Net loss for the period	¥	(1,833	)	¥	(14,350	)	$	(11.5	)
Add: Income tax expenses		958			991			6.0
Loss before income taxes		(875	)		(13,359	)		(5.5	)
Add: Interest expense		161			29			1.0
Add: Depreciation and amortization		774			727			4.9
EBITDA	¥	59		¥	(12,603	)	$	0.4

Clause			Page

1	Definitions and Interpretation		4
2	Share Subscription		5
	2.1	Share subscription	5
3	Public announcement		5
4	Registration rights		6
5	Closing Conditions		6
	5.1	Closing Conditions to the Obligations of the Company and the Investor	6
	5.2	Closing Conditions to the Obligations of the Company	7
	5.3	Closing Conditions to the Obligations of the Investor	7
	5.4	Responsibility for satisfaction	10
	5.5	Co-operation to complete the Transaction	10
	5.6	Satisfaction and waiver of the Closing Conditions	11
	5.7	Long stop date	11
6	Closing		11
	6.1	Closing Date and place	11
	6.2	Closing actions	12
	6.3	Breach of Closing obligations	13
	6.4	Legends on New Shares	14
7	The Company board composition and governance matters		14
	7.1	Appointment and dismissal	14
	7.2	Nomination of the Investor Nominee	14
	7.3	Required approval and qualifications	15
	7.4	Company actions	15
	7.5	Undertaking by the Investor Nominee	16
	7.6	Term	16
	7.7	Nomination review process	16
	7.8	Replacement of the Investor Nominee	17
	7.9	Suspension	17
	7.10	Dismissal	17
	7.11	Lapse of nomination right and cure period	18
	7.12	Observer	18
	7.13	Lapse of Observer right	20
	7.14	Regular Meetings	20
	7.15	Use of Funds	20
8	Lock-up and sell down		20
	8.1	Lock-Up	20
	8.2	Permitted Transfers	21
	8.3	The Investor share acquisition restrictions	21

9	Maintenance of ownership interest		21
10	No Hedging		22
11	Company’s covenants		22
	11.1	Pre-Closing Covenants	22
12	Capital Alliance Notification		23
13	The Company Warranties		23
14	The Investor Warranties		24
15	Information Requirements		24
	15.1	Duty to disclose	24
	15.2	No selective disclosure	24
	15.3	Investor information rights	24
	16	General restrictions	25
	16.1	General	25
17	Termination		25
	17.1	Term	25
	17.2	Termination	25
	17.3	Effect of termination	27
18	Confidentiality		28
	18.1	Confidentiality	28
19	Miscellaneous		30
	19.1	Validity	30
	19.2	Invalidity	30
	19.3	Publicity	30
	19.4	Costs and fees	30
	19.5	Notices	31
	19.6	Entire agreement	31
	19.7	No assignment	32
	19.8	Counterparts	32
	19.9	Waiver	32
	19.10	Amendment	32
	19.11	Further assurances	32
	19.12	Third party rights	32
	19.13	No rescission or nullification	33
	19.14	No suspension	33
	19.15	Consents and approvals	33
	19.16	Governing law	33
	19.17	Dispute resolution	33
	19.18	Good faith consultation	35

Schedules

Schedule 1		Definitions and interpretation
Schedule 2		Registration Rights Agreement
Schedule 3		Company Warranties
Schedule 4		Investor Warranties
Schedule 5		Details for notices
Schedule 6		Deed of Issuance of Shares
Schedule 7		Details of Company Bank Account

/s/ Oki Matsumoto
COINCHECK GROUP N.V.
By:	Oki Matsumoto
Title:	Authorized Person

/s/ Hiromichi Matsuda
KDDI CORPORATION
By:	Hiromichi Matsuda
Title:	President, Representative Director, CEO

	“Acknowledgment Agreement” means that certain Acknowledgment Agreement between Monex and the Investor dated on or around the Signing Date and to be effective upon the consummation of the Closing;

	“Affiliate” means, in respect of a Person, each other Person who Controls, is Controlled by or is under common Control with that Person; for the avoidance of doubt, for the purpose of this Agreement, the Company and its Affiliates shall not be considered to be Affiliates of the Investor and vice versa;

	“Agreement” has the meaning set out in recital ‎(B);

	“Alternative Interest” means a percentage, being a percentage lower than 14.9% but more than 10%, of the aggregate number of issued and outstanding Ordinary Shares as at the Closing Date;

	“Anti-Money Laundering Laws” has the meaning set out in Paragraph ‎21 of ‎Schedule 3 (Company Warranties);

	“Articles of Association” means the articles of association of the Company, as amended from time to time;

	“Business Alliance Agreement” means the business alliance agreement between Coincheck, Inc. and the Investor dated on or around the date hereof;

	“Business Day” means any day (other than a Saturday, Sunday or public holiday) on which banks are open for normal business (other than internet banking services only) in the Netherlands, the United States and Japan;

	“Board” means the board of directors of the Company;

	“Board Regulations” means the board regulations of the Company, as amended from time to time;

	“BW” means Burgerlijk Wetboek (Dutch Civil Code);

	“Change of Control” means (i) the sale of all or substantially all of the assets of a Person to a third party (other than, in the case of the Company, to Monex and/or its Affiliates); (ii) a sale resulting in more than 50% of the outstanding ordinary shares of a Person being held by a third party (other than, in the case of the Company, to Monex and/or its Affiliates); or (iii) a merger, consolidation, recapitalization, or reorganization of a Person with or into a third party if and only if such merger, consolidation, recapitalization, or reorganization results in the loss of the stockholders’ ability to designate or elect a majority of the board of directors of such Person (or the board of directors of the surviving entity or its parent company) (unless, in the case of the Company, Monex and/or its Affiliates’ otherwise have the right to directly or indirectly designate or elect a majority of the board of directors of such Person or such surviving entity);

	“Cleansing Documents” has the meaning set out in Clause ‎3.1.2;

	“Closing” has the meaning set out in Clause ‎6.1 (Closing Date and place);

	“Closing Conditions” has the meaning set out in Clause ‎5.4 (Responsibility for satisfaction);

	“Closing Date” has the meaning set out in Clause ‎6.1 (Closing Date and place);

	“Company” has the meaning set out in preamble;

	“Company Bank Account” means the Company’s bank account as set out in Schedule 7 (Details of Company Bank Account).

	“Company Warranties” means the representations and warranties set out in ‎Schedule 3 (Company Warranties);

	“Confidential Information” shall mean any information (in any form) relating to a Party or its Affiliates, that such Party (the “Disclosing Party”) or its Representatives made available to any Receiving Party or its respective Representatives before, on or after the execution of this Agreement, together with any written or electronic materials containing or based in whole or in part upon or generated from such information. Without limiting the generality of the foregoing, Confidential Information shall include any information, data or know-how which relates to the business of a Party, including information related to any business, governance or financial information, condition (financial or other), operations, assets, Liabilities, results of operations, cash flows or prospects, forecasts, customer and vendor lists, business plans, or personnel, marketing or sales information, investors, employees, business and contractual relationships and any other non-public information of a Party (whether prepared by such Party, its advisors or otherwise);

Confidential Information does not include:

	(a)	information that at the time of disclosure to the Receiving Parties or their respective Representatives is or thereafter becomes generally available to the public other than as a result of a breach of the terms of this Agreement (or of the Confidentiality Agreement) by conduct of any of the Receiving Parties or their Representatives that violates the terms of this Agreement or the Confidentiality Agreement applicable to such Persons;

	(b)	information that is or has previously been disclosed to the Receiving Parties or their respective Representatives on a non-confidential basis by a source other than the Disclosing Party or its Representatives, provided that such source did not breach an obligation of confidentiality to the Disclosing Party that was known by the Receiving Parties or should have been known by the Receiving Parties having made reasonable enquiries;

	(c)	information that was independently developed by the Receiving Parties or their respective Representatives without use of or reference to the Confidential Information; or

	(d)	the material terms and conditions of the transactions contemplated by the Transaction Documents publicly disclosed pursuant to the Cleansing Documents; provided, however, that any portions of the Transaction Documents that are not publicly disclosed (including any redacted or withheld portions, and contents of discussions or negotiations regarding the Transaction Documents) shall continue to constitute Confidential Information;

“Confidentiality Agreement” means the confidentiality agreement dated 17 September 2025 by and between the Company and the Investor;

“Contract” means any written agreement, undertaking, lease, license, contract, note, mortgage, indenture, arrangement or other written obligation;

“Control” means, in relation to any Person, that it, whether directly or indirectly (i) holds more than fifty per cent (50%) of the voting rights of the outstanding voting securities or other voting interests of a legal entity, or (ii) whether by the ownership of share capital, the possession of voting rights, contract or otherwise, has the power to appoint or remove the majority of the members of the management board or directors of the board, or (iii) otherwise has the power to direct or cause direction of the management and policies of Person, whether through ownership of voting interests, by contract or otherwise (in such respect, a limited partnership shall be deemed to be Controlled by its general partner);

	“Deed of Adherence” means a deed by which a transferee of the New Shares agrees to adhere to the terms and conditions of this Agreement;

	“Deed of Issuance of Shares” means the deed of issuance of shares, pursuant to which the Company will issue the New Shares to the Investor, and the Investor will accept the same, substantially in the form attached to this Agreement as ‎Schedule 6 (Deed of Issuance of Shares);

	“Dutch Corporate Governance Code” means the Dutch Corporate Governance Code of 20 March 2025;

	“Encumbrance” means any charge, option, power of sale, hypothecation, mortgage, pledge, lien, retention of title, right of first refusal or other restriction on transfer or voting, usufruct, attachment, depositary receipt, leasehold, tenancy, right of way, right of superficies or any other third party right or security interest of any kind or any agreement to create any of the foregoing, other than, in each case, restrictions on transfer arising solely under applicable federal and state securities laws;

	“Environmental Laws” has the meaning set out in Paragraph ‎17 of ‎Schedule 3 (Company Warranties);

	“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

	“Executive Chairperson” means the executive director designated as ‘Executive Chairperson’ in accordance with the Articles of Association;

	“Final Closing Confirmation” has the meaning set out in Clause ‎6.2.1‎(d);

	“Form 6-K” has the meaning set out in Clause ‎3.1.2;

	“Fundamental Warranties” means Paragraphs ‎1 (Due incorporation and valid existence), ‎2 (Ownership of New Shares), ‎3 (Due authorization), ‎4 (No conflicts), ‎5 (No registration), ‎6 (Authorized Share capital), ‎30 (Bankruptcy), and ‎31 (No broker / dealer) of ‎Schedule 3 (Company Warranties);

	“General Meeting” means a general meeting of shareholders of the Company, whether an annual general meeting or an extraordinary general meeting;

	“Governmental Authority” means any supranational, national, state, provincial, municipal or other governmental authority or court, tribunal, arbitrator, administrative agency, commission or other authority or instrumentality, or any stock exchange or similar self-regulatory organization of a relevant jurisdiction (including any subdivision thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union, in each case to the extent such authority has jurisdiction in respect of the relevant matter;

	“Governmental Order” means any final and non-appealable order, writ, judgement, injunction, decree, declaration, stipulation, determination or award issued by or entered into with any Governmental Authority;

	“IFRS” has the meaning set out in Paragraph ‎12.2 of ‎Schedule 3 (Company Warranties);

	“Initial Closing Confirmation” has the meaning set out in Clause ‎6.2.1;

	“Initial Closing Confirmation Date” has the meaning set out in Clause ‎6.2.1;

	“Interest” has the meaning set out in Recital ‎(B);

	“Investor” has the meaning set out in preamble;

	“Investor Nominee” has the meaning set out in Clause ‎7.2 (Nomination of the Investor Nominee);

	“Investor Warranties” means the representations and warranties set out in ‎Schedule 4 (Investor Warranties);

	“Law” means any applicable statute, law, directive, rule (executive or other) order, code, judgment, injunction decree or other binding requirement of any Governmental Authority, in each case as may be in force from time to time;

	“Lead Non-Executive Director” means the non-executive director designated as ‘Lead Non-Executive Director’ in accordance with the Articles of Association, who shall serve as the chair of the Board, or voorzitter, as referred to under Dutch law;

	“Liability” means all liabilities, duties, and obligations of every description, whether deriving from contract, common law, Law or otherwise, whether present or future, actual or contingent, ascertained or unascertained, or disputed and whether owed or incurred severally or jointly or as principal or surety, and “Liability” means any one of them or the relevant one of them, as the context requires;

	“Lock-Up Period” has the meaning set out in Clause ‎8.1 (Lock-Up);

“Material Adverse Effect” means any change, event, development, occurrence, fact, circumstance, violation, condition or effect (any such items an “Effect”) that, individually or when taken together with all other Effects, is or would reasonably be expected to be materially adverse to (a) the business, the operations, financial performance, the assets (including intangible assets), the Liabilities, the condition (financial or otherwise) or capitalisation of the Company and its Subsidiaries, taken as a whole or (b) the abilities of the Company and/or its Subsidiaries to perform their obligations hereunder or to consummate the transactions contemplated hereby on a timely basis, provided, however, that for the purpose of determining whether there has been, or will be, a Material Adverse Effect, the following Effects will not be taken into account:

	(a)	changes or conditions generally affecting (i) the industries in which the Company operates, including the blockchain and digital assets industry, or (ii) general business or economic conditions, including changes in financial or credit market conditions, interest rates, currency exchange rates, or rates of taxes or tariffs;

	(b)	any natural disaster, pandemic, epidemic, disease outbreak, public health emergency, the outbreak or escalation of war or hostilities, sabotage, military action, act of God, armed hostilities, acts of terrorism, or any escalation or worsening thereof;

	(c)	changes in economic, political or market conditions (including volatility in interest rates, disruption of supply chains in one or more material markets, changes in exchange rates for the currencies of any country, any suspension of trading in any type of securities, imposition of tariffs or other trade barriers, trade disputes or geopolitical tensions), including any adverse development regarding the United States of America, the European Union, its member states (including member states leaving such union) and the Euro zone (including one or more member states leaving or forced to leave such zone);

	(d)	changes in the price or trading volume of any crypto currencies, digital assets or tokens (provided that the underlying cause of any such change may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein);

	(e)	changes or prospective changes in Laws or regulations (including those relating to digital assets, cryptocurrencies, blockchain technology or related regulatory frameworks) or generally accepted accounting principles, or the interpretation or enforcement thereof, in each case, occurring after the Signing Date;

		(f)	any failure, in and of itself, by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided, however, that the underlying cause for such failure may be considered in determining whether there may be a Material Adverse Effect to the extent not excluded by another exception herein);

		(g)	changes in the credit, financial strength or other ratings of the Company (provided, however, that the underlying cause for such change may be considered in determining whether there may be a Material Adverse Effect to the extent not excluded by another exception herein);

		(h)	any Effect directly resulting from any act or omission of the Investor, whether before or after the date of execution of this Agreement, or compliance by the Company with the express terms of, or the taking of any action expressly required by, this Agreement, except for any Effect resulting from any act or omission of the Investor that is a response to a breach of this Agreement by the Company;

		(i)	any Effect resulting from (i) the entry into, execution, or performance (including the taking of any action expressly required hereby or the failure to take any action expressly prohibited hereby) of this Agreement, (ii) the announcement of this Agreement and the Transaction, or (iii) the making or implementation of the Transaction, including the effects on relationships with customers, suppliers, governmental authorities, employees, or other third-party relationships;

		(j)	any breach of this Agreement or applicable Laws by the Investor; or

		(k)	any Effect which is known to the Investor as at the date six (6) days prior to the Signing Date, including but not limited to, by way of fair disclosure of information through the due diligence investigation conducted by or on behalf of the Investor, and provided, however, that if any Effect described in subclauses (a), (b), (c), (d) and (e) has or is reasonably likely to have a materially disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, as compared to similarly situated companies in the industries in which the Company and its Subsidiaries operate (including the blockchain and digital assets industry), then, to the extent not otherwise excluded from the definition of Material Adverse Effect, only the incremental disproportionate impact of such Effect shall be taken into account for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur;

	“Minimum Interest Requirement” means the Investor having the beneficial ownership (as such term is defined in Rule13d-3 under the Exchange Act), at any given time, of at least 10% of the issued and outstanding Ordinary Shares of the Company as at such time;

	“Minimum Information Rights Requirement” means the Investor having the beneficial ownership (as such term is defined in Rule13d-3 under the Exchange Act), at any given time, of at least 5% of the issued and outstanding Ordinary Shares of the Company as at such time;

	“MNPI” has the meaning set out in Clause 3.1.2;

	“Monex” means Monex Group, Inc.;

	“New Shares” has the meaning set out in Clause ‎2.1.1;

	“OFAC” has the meaning set out in Paragraph ‎22 of ‎Schedule 3 (Company Warranties);

	“Ordinary Shares” has the meaning set out in recital ‎(A);

	“Party” has the meaning set out in the preamble;

	“Person” means an individual, a company or corporation, a partnership, a limited liability company, a trust, an association, a foundation or other legal entity or unincorporated organization, including any Governmental Authority;

	“Press Releases” has the meaning set out in Clause ‎3.1.1;

	“Prohibited Party” has the meaning set out in Paragraph ‎8 of ‎Schedule 4 (Investor Warranties);

	“Receiving Parties” means a Party and its Affiliates (or their respective successors and permitted assigns) that receives Confidential Information;

	“Registration Rights Agreement” has the meaning set out in Clause ‎4;

	“Representatives” means collectively, with respect to any Party, such Party’s Affiliates and its and their respective officers, directors, managers, members, partners, professional advisors (including counsel, accountants, consultants and financial advisors) and employees;

	“Required Regulatory Approvals” means the approvals, consents, clearances (or, to the extent applicable, the expiration or termination of any waiting periods following the submission of any required filings or applications) required to be obtained prior to the Closing Date by applicable Laws to consummate the Transaction;

	“RSUs” means any and all restricted share units that have been granted by the Company under the Coincheck Group 2024 Omnibus Incentive Plan, as amended and/or restated from time to time, and remain outstanding as of the applicable date;

	“Rule 144” has the meaning set out in Paragraph ‎5 of ‎Schedule 4 (Investor Warranties);

	“Sanctioned Jurisdiction” has the meaning set out in Paragraph ‎22 of ‎Schedule 3 (Company Warranties);

	“Sanctioned Person” has the meaning set out in Paragraph ‎8 of ‎Schedule 4 (Investor Warranties);

	“Sanctions” has the meaning set out in Paragraph ‎22 of ‎Schedule 3 (Company Warranties);

	“SEC” means the U.S. Securities and Exchange Commission;

	“SEC Reports” means each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed or furnished by the Company with or to the SEC on or after 30 July 2025;

	“Securities” means any shares of any class or series or any securities (including debt securities and shareholder loans) convertible into or exercisable or exchangeable for shares of any class or series of share capital of the Company (or which are convertible into or exercisable or exchangeable for another security which is, in turn, convertible into or exercisable or exchangeable for shares or any class or series of share capital of the Company), whether authorised or not;

	“Securities Act” means the U.S. Securities Act of 1933, as amended;

	“Significant Subsidiary” means each of the Company’s Subsidiaries that is a “significant subsidiary” (as defined in Rule 405 under the Securities Act);

	“Signing Date” means the date on which the Agreement is duly executed by all Parties;

	“Subsidiary” means, with respect to any Person, any other Person who is Controlled by such Person;

	“Subscription Price” has the meaning set out in Clause ‎2.1.2;

	“Tax” or “Taxes” means any and all taxes, levies, fees, imposts, duties and charges of whatever kind and wheresoever imposed (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto) imposed by any Governmental Authority, including, without limitation, taxes imposed on, or measured by, income, franchise, profits or gross receipts, and any ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes and customs or duties;

	“Trading Day” means any day on which the Nasdaq Stock Exchange is open for regular trading;

	“Transaction” has the meaning set out in Recital ‎(B);

	“Transaction Documents” means, collectively, this Agreement, the Acknowledgment Agreement, the Business Alliance Agreement, the Registration Rights Agreement, and any ancillary agreements thereto;

	“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a Person or any interest (including a beneficial interest or an economic entitlement) in, or the ownership, control or possession of, any interest owned by a Person, including, for the avoidance of doubt, by way of any hedging positions and arrangements that effectively transfer the Investor’s economic interest in any New Shares to a third party (e.g., forward sale contracts); and

	“Warrants” means: (i) the warrants issued by the Company to TBCP IV, LLC; and (ii) the warrants issued by the Company and traded on the Nasdaq Stock Exchange under the symbol “CNCKW”.

	COMPANY:

	/s/ Oki Matsumoto
	By:	Oki Matsumoto
	Title:	Authorized Person

	INVESTOR:

	/s/ Hiromichi Matsuda
	By:	Hiromichi Matsuda
	Title:	President, Representative Director, CEO