SecProbe.io

February 5, 2025
Oki Oki Matsumoto
Executive Chairperson
Coincheck Group N.V.
Apollolaan 151
1077 AR Amsterdam
The Netherlands
Re:Coincheck Group N.V.
Registration Statement on Form F-1
Filed January 28, 2025
File No. 333-284537
Dear Oki Oki Matsumoto:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.Please disclose on the cover page the price that each Selling Securityholder paid for
their Ordinary Shares, Private Warrants, and Ordinary Shares issuable upon the
exercise of Private Warrants being offered for resale. Highlight any differences in the
current trading price, the prices that the Selling Securityholders acquired their shares
and warrants, and the price that the public securityholders acquired their shares and
warrants. Disclose that public securityholders may not experience a rate of return
similar to that of the Selling Securityholders because of differences in respective
purchase prices and the current trading price. Quantify the potential profit the Selling
Securityholders will earn based on the current trading price and revise your risk factor
disclosure as necessary.

February 5, 2025
Page 2
2.You state that if the trading price of the Ordinary Shares is less than $11.50, you
expect warrantholders will not exercise their warrants. Please place this disclosure in
context by disclosing the market price of the Ordinary Shares as of the most recent
practicable date. Similarly revise the prospectus summary, risk factors, MD&A and
use of proceeds section.
Risk Factors
Risks Related to Our Securities
The Ordinary Shares being registered in this prospectus, page 53
3.Please illustrate the risks of negative pressure on the public trading price of the
Ordinary Shares posed by the potential sales of shares under this registration
statement by disclosing the purchase price of the securities being offered for resale.
Also disclose that private investors have an incentive to sell because they will still
profit on sales because they purchased their shares at a lower price than public
investors, even though the current trading price of the Ordinary Shares is below the
SPAC IPO price.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 95
4.We note that it is unlikely you will receive significant proceeds from exercises of the
Warrants given the disparity between the exercise price of the Warrants and the
current trading price of the Ordinary Shares. Please address in your discussion of
capital resources any changes in your liquidity position since the Business
Combination. If you are likely to have to seek additional capital, discuss the effect of
this offering on your ability to raise additional capital.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lulu Cheng at 202-551-3811 or J. Nolan McWilliams at 202-551-3217
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Mark Brod