SecProbe.io

United States securities and exchange commission logo
June 13, 2023
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Amendment No. 4 to
Draft Registration Statement on Form F-4
Submitted April 11, 2023
CIK No. 0001913847
Dear Gary Simanson:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 23, 2023 letter.
Amendment No. 4 to Draft Registration Statement on Form F-4 Submitted April 11, 2023
General
1.Please note that we continue to consider your accounting policies and disclosure detailed
in your prior responses and may have further comments.
Questions and Answers About the Business Combination, page 28
2.We note your response to comment 2 and reissue in part. We note the maximum
redemption scenario assumes that Thunder Bridge Public Stockholders exercise
redemption rights with respect to 57.7% of the outstanding shares of Class A Common

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Stock.  We also note your disclosure on page 31 that if redemptions exceed 57.7% and
Coincheck’s equityholders waive the Minimum Cash Condition and the transaction is still
consummated, the resulting impact could be materially different from what is being
disclosed in the Maximum Redemptions scenario and that there can be no assurance
regarding which scenario will be closest to the actual results.  Please revise to disclose the
potential impact of redemptions on the per share value of the shares owned by
nonredeeming shareholders, by including additional scenarios where redemptions exceed
57.7% and Coincheck's equityholders waive the Minimum Cash Condition.  Please also
revise other references to the maximum redemption scenario elsewhere in the document,
as appropriate.  In addition, please revise the pro forma financial information, as needed,
to present additional scenarios to the extent significantly different results may occur, and
to disclose the potential impact of redemptions. Refer to Rule 11-02(a)(10) of Regulation
S-X for guidance.
Risk Factors
Risks Relating to Third Parties
We are exposed to credit risks due to our reliance on cryptocurrency exchange brokers, page 75
3.We note your response to comment 7. We also note that the amount of crypto assets you
deposited with bitFlyer as of December 31, 2022 was approximately ¥215 million, which
was larger than the amount deposited with Binance as of such date. Please revise the table
on page 76 to reflect updated amounts deposited with Binance and other cover
counterparties through March 31, 2023, as well as revise your disclosure preceding the
table to the extent Binance is no longer your largest single credit exposure.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Balance Sheet - Adjustment F, page 132
4.We note your responses included in Appendix A of your April 10, 2023 letter regarding
the accounting treatment of the earn-out shares.  Please address the following:

•We note that you determined the fair value of the shareholder earn-outs was JPY
47,066 billion, which has the impact of bringing the historical Coincheck equity
balance of JPY 11,111 billion to a large negative equity balance.  Please disclose the
business purpose for issuing the shareholder earn-outs.
•Please explain the key assumptions and inputs used to measure the fair value of the
earn-out shares.  Please ensure your description identifies the assumptions and inputs
that have the biggest impact on the measurement.  Please refer to Rule 11-02(a)(8).
•We note that the terms of a Thunder Bridge common share include a redemption right
and that this redemption right may have a large impact on its price.  Considering that
the earn-out shares will not have a similar redemption right, please tell us why you
believe it is appropriate to use the unadjusted share price of Thunder Bridge common
stock as an input to the fair value measurement of the earn-outs presented in the pro

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forma financial information.
•Please revise to clarify, if true, that the stock price input used to measure the fair
value of the earn-out shares as part of the initial accounting for the business
combination will use the stock price value based on the IFRS 2 definition of grant
date, which would appear to be the date when shareholder approval is obtained and
the redemption right is no longer present.  If so, consider whether it would be
appropriate to disclose that the earn-out valuation in the pro formas could be subject
to a material change in the final valuation given the potential significant change in the
assumption related to the stock price input to the Monte Carlo simulation model.
Note 3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Statement of Operations, page 134
5.Please tell us how you determined adjustment (HH), which increases expenses, is
consistent with the accounting determinations described in Annex A in your letter dated
April 10, 2023, in which you determined that Company Earn-Out Shares represents a pro-
rata dividend recorded as a debit to retained earnings.
Information About Coincheck
Our Services
Exchange Platform, page 197
6.We note your disclosure regarding your evaluation process for “new” crypto assets.  To
the extent accurate, please revise to clarify that by “new” you mean crypto assets being
handled for the first time in Japan and not crypto assets that are new to the Coincheck
platform.
Coincheck IEO, page 202
7.We note disclosure that you have conducted a second IEO with Financie, Inc. resulting in
over ¥20 billion in subscriptions from approximately 25,000 accounts. Please tell us and
revise your filing beginning on page 221 to disclose the commissions received from the
issuer and subscribers and any gains recorded on the receipt and sale of any IEO tokens
received, as applicable.
High Level of Security, page 206
8.We note your responses to comments 5 and 7 in which you state that you are currently re-
evaluating your cover counterparty relationship with Binance, which may lead to
terminating the relationship.  Here or under an appropriately captioned heading, please
revise your disclosure to include this information and to provide a more detailed
description of your risk management measures as provided in your responses to comments
6 and 7.

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Regulatory Environment
Self-Regulatory Organization and Self-Regulatory Rules on Crypto Asset Exchange Service
Providers, page 210
9.We note your response to comment 8 that the possibility of conflicts of interest resulting
from Mr. Hasuo’s dual positions at the JVCEA and Coincheck is limited. However, please
revise to disclose how Mr. Hasuo, the JVCEA and Coincheck will identify and address in
the event that a conflict of interest does arise.
Regulations on Anti-Money Laundering and Counter-Terrorism Financing, page 212
10.Please revise your disclosure to discuss whether and to what extent the adoption and
implementation of the crypto asset travel rule has or will in the future impact your
business, including any risks to your results of operations and financial condition.
Coincheck Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments and Outlook, page 216
11.Please update your “Recent Developments and Outlook” and “Recent Quarterly Results”
disclosure to include the most recent information available related to any company or
market events, trends and uncertainties that are reasonably likely to have a material impact
on financial results, liquidity or capital resources subsequent to your latest financial
statements presented.
Recent Quarterly Results, page 227
12.We note inclusion of selected financial information for Monex Group’s Crypto Asset
segment for the nine months ended December 31, 2022, which consists solely of
Coincheck’s operations.  Please revise your filing to provide further detail, including any
qualitative or quantitative information, necessary to explain any material differences
between this financial information and the comparable Coincheck consolidated financial
statements.
Crypto Asset Borrowings, page 237
13.We note your disclosure that the usage fee for crypto asset borrowings is calculated by
multiplying the "principal amount" of the borrowing by the interest rate and is recognized
as an expense over the borrowing period. Please revise here and in your accounting policy
disclosure in footnote 3(b) on page F-50 to disclose, if true, that "principal amount"
represents the quantity of crypto assets lent.
Coincheck, Inc. Financial Statements, page F-1
14.Please revise your filing to include March 31, 2023 audited financial statements required
by Item 8.A.4 of Form 20-F.  Alternately, please file a representation as an exhibit to your

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filing that states that Coincheck, Inc. is not required to comply with the 12-month
requirement of audited financial statements in any other jurisdiction outside the United
States and that complying with the 12-month requirement is impracticable or involves
undue hardship.  Refer to Instruction 2 of Item 8.A.4 of Form 20-F.
Notes to the Consolidated Financial Statements
Note 9. Crypto Asset Borrowings, page F-35
15.We note you include interest expenses related to crypto asset borrowings in "transaction
related costs" which is included in "Selling, general and administrative expenses" in your
consolidated statements of profit or loss and other comprehensive income.  Please revise
to quantify the amount of interest expenses recognized in each period presented.  To the
extent material, please revise to present interest expenses as a separate line item in your
consolidated statements of profit and loss and other comprehensive income pursuant to
IAS 1.82.
Note 11. Fair Value Measurement, page F-36
16.Please tell us how you determined your safeguard assets, safeguard liabilities, and crypto
asset borrowings represent Level 1 fair value measurements. Specifically explain how you
determined there existed unadjusted quoted prices in active markets for identical assets or
liabilities pursuant to IFRS 13.76 or revise your filing accordingly.
(4)(a) Crypto assets held, page F-49
17.We note your response to comment 22 and also your response to comment 69 from our
letter dated June 28, 2022.  Please address the following:

•As previously requested, please clarify what “… crypto assets deposited at its
discretion …” means, where “its” refers to the Company.  Specifically, clarify
whether this phrase captures all customer crypto assets held by the Company or
whether it is referring to a subset of them. For example, your response to comment 69
from our letter dated June 28, 2022 began by discussing crypto assets deposited by
customers and then shifted to “crypto assets deposited at its discretion” when
discussing the “Company’s Terms of Use, Terms and Conditions, and related laws
and regulations.”
•As previously requested, clarify what a “security right” means.  For example, clarify
whether it means that in the various forms of bankruptcy and reorganization you
referenced in response to comment 69 from our letter dated June 28, 2022, the crypto
asset is the property of your customer and thus is not available to satisfy claims
against the Company.
•In your response to comment 69 from our letter dated June 28, 2022 you assert that
the Company’s possession of the private keys to crypto assets deposited gives it “the
ability to give instructions regarding the use of crypto assets deposited and to obtain
economic benefits that may arise from such instructions.”  You also state that “the

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use of the secret key without permission from customers is strictly prohibited.”
Please reconcile these statements.  For example, please explain the basis for the
Company’s assertion that the Company has the ability to obtain the economic
benefits of crypto assets deposited by customers and how does that assertion
contemplate the strict prohibition you represent exists.
•In your response to comment 22, you assert that the Company does not have “the
present ability to direct the use of such crypto assets and obtain the economic benefits
that may arise from such use,” but your supporting explanation appears caveated
through its use of terms such as “in principle” and “effectively.”  Please explain the
reasons for and meaning of these caveats, how your accounting analysis of control
contemplates those caveats, and whether there are any circumstances where the
Company does control crypto assets deposited by customers.
•Please provide us your Terms of Use and your Terms and Conditions.
(13)(a) Transaction Revenue, page F-53
18.We note your response to comment 27.  Please address the following:

•More fully support your assertion made in response to the first bullet that “the
contracts entered into between the Company and customers and counterparties meet
the definition of a derivative under IFRS 9 Appendix A...”  For example, support
your assertion that no initial net investment is required at the time the contracts are
entered into.  In this regard, we note your disclosure and representations to us that
under your terms of service, a user’s order is executed and settled immediately upon
the user’s acceptance of the quoted price and cannot be changed or canceled after that
point. Furthermore, you indicate in response to comment 25 that the Company’s price
quote to its customers is based on the price for the cover transaction plus the spread.
 As such, it is not clear to us how for both cover counterparty and user transactions
the investment is smaller than would be required for other types of contracts that
would be expected to have a similar response to changes in market factors.  Please
tell us if a user must have adequate amounts in their account to cover the cost to enter
into a buy transaction.  If so, please tell us why you believe you satisfy this criteria.
Separately, reconcile your assertion that the contracts are settled at a future date with
your representations in the following:oResponse to comment 28 that “…the order date and settlement date are basically
instantaneous…;”
oResponse to comment 27 that “the Company acknowledges that such contract to
transact is immediately executed upon a customer’s placement of a buy or sell
order at the offered terms, …;” and
oResponse to comment 25 that “these two transa