CNCK

Business Context and Reporting Period

Company: Coincheck Group N.V. (Coincheck Parent)
Filing Type: Form 20-F (Annual Report)
Reporting Period: Fiscal year ended March 31, 2026
Accounting Standards: International Financial Reporting Standards (IFRS)
Reporting Currency: Japanese Yen (JPY)

Coincheck Group N.V. is a Dutch public limited liability company and a Foreign Private Issuer. The company operates primarily as a licensed cryptocurrency exchange service provider in Japan (Coincheck) and has expanded into institutional asset management (3iQ) and prime brokerage (Aplo) through recent acquisitions. The fiscal year ended March 31, 2026, includes the full-year results of Coincheck, partial results for Aplo (acquired October 2025), and one month of results for 3iQ (acquired March 2026).

Key Financial Metrics

Note: The significant improvement in Net Loss for 2026 compared to 2025 is largely due to the non-recurrence of a ¥13.7 billion listing expense related to the Business Combination recorded in the prior year.

Material Changes vs. Prior Period

• Revenue Growth: Total revenue increased by ¥96.9 billion (25%) driven by higher transaction revenue from institutional clients (Aplo) and cover counterparties. Transaction revenue from retail customers remained relatively flat.
• Acquisitions: The company acquired 3iQ (digital asset management) in March 2026 and Aplo (prime brokerage) in October 2025. These acquisitions contributed ¥191 million and ¥19.9 billion in revenue, respectively, for the fiscal year.
• Expense Structure: Selling, general, and administrative (SG&A) expenses remained flat year-over-year (¥14.5 billion) despite increased headcount and acquisition costs. This stability was achieved by offsetting increases in share-based compensation (¥1.3 billion) and professional fees against the non-recurrence of the prior year's listing expenses.
• Other Income: Other income increased to ¥660 million, including ¥239 million from the recovery of NEM tokens previously stolen in the 2018 hack.

Guidance, Outlook, and Risks

Management Commentary and Strategy

Management is executing a strategic shift from a purely retail-focused exchange to a diversified digital finance platform combining retail scale with institutional capability. The strategy emphasizes "non-retail" growth through asset management (3iQ), prime brokerage (Aplo), and Crypto-as-a-Service (CaaS) partnerships. Management notes that the financial results for the fiscal year ended March 31, 2026, do not yet fully reflect the impact of this strategy shift, as the new subsidiaries were owned for only a portion of the year.

Key Risks and Contingencies

• Cybersecurity: The company faces significant risks from cyberattacks, including state-sponsored actors (e.g., DPRK) and sophisticated hacking groups. While two minor incidents occurred in 2025 (phishing and a virus), no material losses were incurred. The company maintains strict cold wallet storage policies (95%+ of customer assets).
• Regulatory Compliance: Operations are subject to strict regulation in Japan (JFSA), Canada (OSC), and France (AMF). Aplo must obtain MiCA authorization by July 1, 2026. Failure to comply could result in fines or license revocation.
• Market Volatility: Revenue is highly correlated with crypto asset prices and trading volumes. A decline in Bitcoin, Ethereum, or XRP prices could materially reduce revenue.
• Concentration Risk: Approximately 95% of revenue is derived from the Japanese retail market. The company is also heavily dependent on Monex Group, Inc., which holds approximately 71% of the outstanding shares.

Investor Verification Checklist

• Acquisition Integration: Verify the timeline and financial impact of integrating 3iQ and Aplo, as their contribution to revenue was partial in the reported period.
• Listing Expense Impact: Confirm that the significant improvement in net loss is primarily due to the one-time ¥13.7 billion listing expense in 2025 and not a fundamental change in operating profitability.
• Cybersecurity Controls: Review the specific controls regarding private key management and cold wallet storage, given the history of the 2018 NEM hack and recent industry-wide attacks.
• Regulatory Milestones: Monitor the status of Aplo's MiCA authorization deadline (July 1, 2026) and any potential changes to Japanese crypto taxation (proposed 2028 reform).
• Related Party Transactions: Scrutinize transactions with Monex Group and its subsidiaries, including the ¥8.3 billion in transaction revenue and the ¥2.5 billion in outstanding borrowings.