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CORRESP
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Document

Coincheck Group N.V.

Nieuwezijds Voorburgwal 162

1012 SJ Amsterdam

The Netherlands

Telephone: +31 20-522-2555

January 9, 2026

Mr. Dana Brown

Division of Corporation Finance

Office of Crypto Assets

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Re: Coincheck Group N.V.
Registration Statement on Form F-3 (File No. 333-292562)

Mr. Brown,

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Coincheck Group N.V. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form F-3 (File No. 333-292562) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission (“Commission”) so that the Registration Statement will become effective at 4:00 p.m., Eastern Time, on January 13, 2026, or as soon as practicable thereafter.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Nelson Mullins Riley & Scarborough LLP.

Once the Registration Statement is effective, please orally confirm the event with our U.S. counsel Nelson Mullins Riley & Scarborough LLP by calling Peter Strand at +1 (202) 689-2983. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Nelson Mullins Riley & Scarborough LLP, Attention: Peter Strand, by e-mail to peter.strand@nelsonmullins.com.

[Signature Follows on Next Page]

 Very truly yours,

 Coincheck Group N.V.

 By: /s/ Gary Simanson

 Name:  Gary Simanson

 Title: Chief Executive Officer

[Acceleration Request – Signature Page]

January 7, 2026
Gary A. Simanson
Chief Executive Officer
Coincheck Group N.V.
Nieuwezijds Voorburgwal 62
1012 SJ Amsterdam
The Netherlands
Re:Coincheck Group N.V.
Registration Statement on Form F-3
Filed January 2, 2026
File No. 333-292562
Dear Gary A. Simanson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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 Coincheck Group N.V.

 Apollolaan 151

 1077 AR Amsterdam

 The Netherlands

 Telephone: +31 20-522-2555

 April 4, 2025

 Ms. Lulu Chang and Mr. J. Nolan McWilliams

 Division of Corporation Finance

 Office of Crypto Assets

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington D.C. 20549

 Re: Coincheck Group N.V.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-284537)

 Ms. Chang and Mr. McWilliams,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Coincheck Group N.V. (the "Company") hereby requests that the effective date of the
Company's Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-284537) (the "Registration Statement")
be accelerated by the Securities and Exchange Commission ("Commission") so that the Registration Statement will become effective
at 4:30 p.m., Eastern Time, on April 8, 2025, or as soon as practicable thereafter.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made
by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Simpson Thacher & Bartlett LLP.

 Once the Registration Statement
is effective, please orally confirm the event with our U.S. counsel, Simpson Thacher & Bartlett LLP by calling Mark Brod at +1 (212)
455-2163. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Simpson Thacher & Bartlett LLP, Attention: Mark Brod, by e-mail to mbrod@stblaw.com.

 [Signature Follows on Next Page]

 Very truly yours,

 Coincheck Group N.V.

 By:
 /s/ Gary Simanson

 Name:
 Gary Simanson

 Title:
 Chief Executive Officer

 [Acceleration Request
– Signature Page]

CORRESP
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 Simpson Thacher & Bartlett LLP

 425 LEXINGTON AVENUE

 NEW YORK, NY 10017-3954

 TELEPHONE: +1-212-455-2000

 FACSIMILE: +1-212-455-2502

 VIA EDGAR

 March 27, 2025

 VIA EDGAR

 Ms. Lulu Chang and Mr. J. Nolan McWilliams

 Division of Corporation Finance

 Office of Crypto Assets

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington D.C. 20549

 Re: Coincheck Group N.V.

 Registration Statement on Form F-1

 Filed January 28, 2025

 File No. 333-284537

 Dear Ms. Chang and Mr. McWilliams:

 On behalf of Coincheck Group
N.V. (the "Company" or "Coincheck"), I am hereby responding to the comments of the staff (the "Staff")
of the U.S. Securities and Exchange Commission contained in your letter dated February 5, 2025, relating to the above-referenced Registration
Statement on Form F-1 (the "January Form F-1"). Our responses are named and numbered to correspond with the names and numbers
of the comments contained in your letter. For your convenience, we have included a copy of the text of your comment in bold above each
of our responses.

 Registration Statement on Form F-1

 Cover Page

 1. Comment:

 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.

 Response:

 In response to the Staff's comment, the Company revised the disclosure on the cover page and pages 51 and 52 of the Revised Registration
Statement.

 - 1 -

 2. Comment:

 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.

 Response:

 In response to the Staff's comment, the Company revised the disclosure on the cover page and pages 11, 43, 51, 52, 67, 90, 94 and
174 of the Revised Registration Statement.

 Risk Factors

 Risks Related to Our Securities

 The Ordinary Shares being registered in this prospectus, page 53

 3. Comment:

 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.

 Response:

 In response to the Staff's comment, the Company revised the disclosure on the cover page and pages 51 and 52 of the Revised Registration
Statement.

 Management's Discussion and Analysis
of Financial Condition and Results of Operations

 Liquidity and Capital Resources, page 95

 4. Comment:

 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.

 Response:

 In response to the Staff's comment, the Company revised the disclosure on pages 90, 93 and 94 of the Revised Registration Statement.

 * * * * * * *

 - 2 -

 Please do not hesitate to call Mark Brod at (212)
455-2163 with any questions or further comments regarding the Registration Statement or if you wish to discuss any of the above responses.

 Very truly yours,

 /s/ Simpson Thacher & Bartlett LLP

 Simpson Thacher & Bartlett LLP

 cc: Coincheck Group N.V.

 Gary A. Simanson

 Jason Sandberg

 - 3 -

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

CORRESP
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Coincheck Group B.V.

Hoogoorddreef 15, 1101 BA

Amsterdam, Netherlands

November 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, NE

Washington, DC 20549

Attention: Sandra Hunter-Berkheimer

Re:  Coincheck
                                            Group B.V. (the “Company”)

    Registration Statement on Form F-4

    Filed November 7, 2024

File No. 333- 279165

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the
Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the
Company’s Registration Statement on Form F-4 (File No. 333- 279165) be accelerated by the Securities and Exchange
Commission to 4:00 p.m. Washington D.C. time on November 12, 2024 or as soon as practicable thereafter. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

We request that we be notified of such effectiveness
by a telephone call to Mark Brod of Simpson Thacher & Bartlett LLP at +1 (212) 455-2163, or if he is unavailable, Taki Saito of
Simpson Thacher & Bartlett LLP at +81-3-5562-6214, and we request that such effectiveness also be confirmed in writing.

[Signature page follows]

    Very truly yours,

    Coincheck Group B.V.

    By:

    /s/ Gary A. Simanson

    Name:

    Gary A. Simanson

    Title:

    Executive Director and Chief Executive Officer

    Coincheck, Inc.

    By:

    /s/ Satoshi Hasuo

    Name:

    Satoshi Hasuo

    Title:

    Chairman, Representative Director and Executive Director

cc:

Simpson Thacher & Bartlett LLP

Mark Brod

Taki Saito

Nelson Mullins Riley & Scarborough LLP

Jon Talcott

Peter Strand

CORRESP
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filename1.htm

Simpson
Thacher & Bartlett LLP

gaikokuho
jimu bengoshi jimusho

ark
hills sengokuyama mori tower 41st floor

9-10,
roppongi 1-chome

minato-ku,
tokyo 106-0032, japan

telephone:
+81-3-5562-6200

facsimile:
+81-3-5562-6202

November 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, NE

Washington, DC 20549

Attention:

Lulu Cheng

J. Nolan McWilliams

 Re: Coincheck Group B.V.

Amendment No. 3 to

Registration Statement on Form F-4

Filed August 2, 2024

File No. 333-279165

Ladies and Gentlemen:

On behalf of Coincheck Group B.V. (the “CCG”),
we are concurrently transmitting herewith Amendment No. 4 to Registration Statement on Form F-4 (the “Amendment No. 4”) initially
confidentially submitted by the Company to the U.S. Securities and Exchange Commission (the “Commission”) on August 2, 2024.
The Amendment No. 4 includes disclosure regarding the operations of, and consolidated financial statements for, Coincheck, Inc. (the “Company”).
In this letter, we respond to the comments of the staff of the Commission (the “Staff”) contained in the Staff’s letter
dated November 6, 2024 (the “Letter”). The numbered paragraphs below correspond to the numbered comments in the Letter, and
the Staff’s comments are presented in bold italics.

In addition to addressing the comments raised by
the Staff in the Letter, the Company has revised the Registration Statement to update certain other disclosures.

    BEIJING
    Brussels
    HONG KONG
    Houston
    LONDON
    Los Angeles
    New York
    Palo Alto
    SÃo
    Paulo
    Washington,
    D.C.

United States Securities and Exchange Commission

Division of Corporation Finance

November 7, 2024

Page 2

Amendment No. 3 to Registration Statement on Form F-4

General

 1. Please confirm your understanding in writing that:

 ● Our decision not to issue additional comments should
not be interpreted to mean that we either agree or disagree with your disclosure or responses, or, with respect to your business operations,
any conclusions you have made, positions you have taken, or practices you have engaged in or may engage in; and

 ● Declaring the filing effective does not foreclose the
Commission from taking any action or advancing any position with respect to the filing, the company, or the company’s practices.

In response to the Staff’s comment, the Company
confirms its understanding that the decision by the Staff not to issue additional comments should not be interpreted to mean that the
Staff either agrees or disagrees with the Company’s disclosure or responses, or, with respect to the Company’s business operations,
any conclusions the Company has made, positions the Company has taken, or practices the Company has engaged in or may engage in. The Company
also confirms its understanding that declaring the filing effective does not foreclose the Commission from taking any action or advancing
any position with respect to the filing, the Company, or the Company’s practices.

Information About Coincheck

Regulatory Environment, page 226

 2. Please revise
                                            your disclosure to clarify, if true, that based on the manner in which you operate your business,
                                            as described here and elsewhere in the document, including your account opening procedures,
                                            you do not believe that you are operating as an unregistered exchange, broker-dealer or clearing
                                            agency in the United States.

In response to the Staff’s comment, the Company
has revised the disclosure on page 226 of Amendment No. 4.

United States Securities and Exchange Commission

Division of Corporation Finance

November 7, 2024

Page 3

Should the Staff have additional questions
or comments regarding the foregoing, please do not hesitate to contact the undersigned at +1 (212) 455-2163 (work) or mbrod@stblaw.com
(email), or, in his absence, Taki Saito at +81-3-5562-6214 (work) or tsaito@stblaw.com or Xochitl Romo at +81-3-5562-6221 (work) or xochitl.romo@stblaw.com
(email).

    Sincerely,

    /s/ Mark Brod

    Mark Brod

    Partner

    Simpson Thacher & Bartlett LLP

Enclosures

cc: Nelson Mullins Riley & Scarborough LLP

Jon Talcott

Peter Strand

November 6, 2024
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Amendment No. 3 to
Registration Statement on Form F-4
Filed October 11, 2024
File No. 333-279165
Dear Gary Simanson:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by providing the requested information. If you do not
believe the comments apply to your facts and circumstances, 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.
Amendment No. 3 to Registration Statement on Form F-4
General
1.Please confirm your understanding in writing that:
•Our decision not to issue additional comments should not be interpreted to mean
that we either agree or disagree with your disclosure or responses, or, with respect
to your business operations, any conclusions you have made, positions you have
taken, or practices you have engaged in or may engage in; and
•Declaring the filing effective does not foreclose the Commission from taking any
action or advancing any position with respect to the filing, the company, or the
company’s practices.

November 6, 2024
Page 2
Information About Coincheck
Regulatory Environment, page 226
2.Please revise your disclosure to clarify, if true, that based on the manner in which you
operate your business, as described here and elsewhere in the document, including
your account opening procedures, you do not believe that you are operating as an
unregistered exchange, broker-dealer or clearing agency in the United States.
            Please contact Michelle Miller at 202-551-3368 or Robert Telewicz at 202-551-3438
if you have questions regarding comments on the financial statements and related
matters. 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

CORRESP
1
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    Simpson Thacher
    & Bartlett llp

    gaikokuho jimu bengoshi jimusho

    ark hills sengokuyama mori tower 41st
    floor

    9-10, roppongi 1-chome

    minato-ku,
    tokyo 106-0032, japan

    telephone: +81-3-5562-6200

    facsimile: +81-3-5562-6202

October 11, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, NE

Washington, DC 20549

Attention:

Lulu Cheng

J. Nolan McWilliams

    Re:
    Coincheck Group B.V.

    Amendment No. 2 to

    Registration Statement on Form F-4

    Filed August 2, 2024

    File No. 333-279165

Ladies and Gentlemen:

On behalf of Coincheck Group B.V. (“CCG”), we are concurrently transmitting herewith Amendment No. 3 to Registration Statement on Form F-4 (the
“Amendment No. 3”) initially filed by the Company with the U.S. Securities and Exchange Commission (the
“Commission”) on May 7, 2024. The Amendment No. 3 includes disclosure regarding the operations of, and consolidated
financial statements for, Coincheck, Inc. (the “Company”). In this letter, we respond to the comments of the staff of
the Commission (the “Staff”) contained in the Staff’s letter dated October 7, 2024 (the “Letter”). The
numbered paragraphs below correspond to the numbered comments in the Letter, and the Staff’s comments are presented in bold
italics.

In addition to addressing the comments raised by
the Staff in the Letter, the Company has revised the Registration Statement to update certain other disclosures, including to update the
Company’s disclosure to include its financial results for the three months ended June 30, 2024.

    BEIJING
    Brussels
    HONG KONG
    Houston
    LONDON
    Los Angeles
    New York
    Palo Alto
    SÃo Paulo
    Washington, D.C.

United States Securities and Exchange Commission

Division of Corporation Finance

October 11, 2024

Page 2

Amendment No. 2 to Registration Statement on Form F-4

Risk Factors

Risks Relating to Coincheck’s Business
and Industry

We suffered a significant loss of customer funds
due to hacking in 2018, page 64

 1. Please update this risk factor to discuss the DMM Bitcoin hacking incident in May 2024 and any material impacts on your business,
operating results, or financial condition.

In response to the Staff’s comment, the Company
has revised the disclosure on page 67 of Amendment No. 3.

Unaudited Pro Forma Condensed Combined Financial Information,
page 135

 2. We note your response to prior comment 9 and related revised disclosures. Please revise footnote 4 to your pro forma financial
statements to include a reconciliation of the total weighted average shares outstanding for both the no redemption and max redemption
scenarios, similar to the table provided in your response to our prior comment 8.

In response to the Staff’s comment, the Company
has revised the disclosure on page 150 of Amendment No. 3.

 3. We note your response to prior comment 10. Please expand your disclosure in footnote L to the pro forma financial statements
to include the amount of the cash condition. In addition, please expand your disclosure to include a discussion of the steps that will
have to be undertaken to obtain approval for the cash condition to be waived.

In response to the Staff’s comment, the Company has revised the
disclosure on page 148 of Amendment No. 3.

Coincheck Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Key Business Metrics and Trends

IEO Revenue, page 241

 4. We note your response to prior comment 15. Please tell us the amount of transaction revenue generated from the sale of crypto
assets received in IEO transactions during the fiscal year ended March 31, 2024. Additionally, please tell us the balance of any crypto
assets held by the company related to IEO transactions as of March 31, 2023 and 2024. We may have additional comments after reviewing
your response.

In response to the Staff’s comment, the
Company notes that no transaction revenue was generated from the sale of crypto assets received in IEO transactions for the fiscal
year ended March 31, 2024 or the three months ended June 30, 2024. The balance of crypto assets held by the Company related to IEO
transactions as of March 31, 2023, March 31, 2024 and June 30, 2024 was ¥49 million, ¥102 million, and ¥55 million,
respectively.

United States Securities and Exchange Commission

Division of Corporation Finance

October 11, 2024

Page 3

Should the Staff have additional questions
or comments regarding the foregoing, please do not hesitate to contact the undersigned at +1 (212) 455-2163 (work) or mbrod@stblaw.com
(email), or, in his absence, Taki Saito at +81-3-5562-6214 (work) or tsaito@stblaw.com or Xochitl Romo at +81-3-5562-6221 (work) or xochitl.romo@stblaw.com
(email).

    Sincerely,

    /s/ Mark Brod

    Mark Brod

    Partner

    Simpson Thacher & Bartlett LLP

Enclosures

    cc:
    Nelson Mullins Riley & Scarborough LLP

    Jon Talcott

    Peter Strand

October 7, 2024
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Amendment No. 2 to
Registration Statement on Form F-4
Filed August 2, 2024
File No. 333-279165
Dear Gary Simanson:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our July 8, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Risk Factors
Risks Relating to Coincheck's Business and Industry
We suffered a significant loss of customer funds due to hacking in 2018, page 64
1.Please update this risk factor to discuss the DMM Bitcoin hacking incident in May
2024 and any material impacts on your business, operating results, or financial
condition.

October 7, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 135
2.We note your response to prior comment 9 and related revised disclosures. Please
revise footnote 4 to your pro forma financial statements to include a reconciliation of
the total weighted average shares outstanding for both the no redemption and max
redemption scenarios, similar to the table provided in your response to our prior
comment 8.
3.We note your response to prior comment 10. Please expand your disclosure in
footnote L to the pro forma financial statements to include the amount of the cash
condition.  In addition, please expand your disclosure to include a discussion of the
steps that will have to be undertaken to obtain approval for the cash condition to be
waived.
Coincheck Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics and Trends
IEO Revenue, page 241
4.We note your response to prior comment 15. Please tell us the amount of transaction
revenue generated from the sale of crypto assets received in IEO transactions during
the fiscal year ended March 31, 2024. Additionally, please tell us the balance of
any crypto assets held by the company related to IEO transactions as of March 31,
2023 and 2024. We may have additional comments after reviewing your response.
            Please contact Michelle Miller at 202-551-3368 or Robert Telewicz at 202-551-3438
if you have questions regarding comments on the financial statements and related
matters. 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

CORRESP
1
filename1.htm

    Simpson
                            Thacher & Bartlett llp

    gaikokuho
    jimu bengoshi jimusho

    ark
        hills sengokuyama mori tower 41st floor

    9-10,
    roppongi 1-chome

    minato-ku,
    tokyo 106-0032, japan

    telephone:
        +81-3-5562-6200

    facsimile:
    +81-3-5562-6202

July
31, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street, NE

Washington,
DC 20549

Attention:

Lulu
Cheng

J.
Nolan McWilliams

 Re: Coincheck
Group B.V.

Amendment
No. 1 to

Registration
Statement on Form F-4

Filed
May 7, 2024

File
No. 333-279165

Ladies and
Gentlemen:

On
behalf of Coincheck Group B.V. (the “CCG”), we are concurrently transmitting herewith Amendment No. 1 (“Amendment No.
1”) to the Registration Statement on Form F-4 (the “Registration Statement”) filed by the Company to the U.S. Securities
and Exchange Commission (the “Commission”) on May 7, 2024. The Registration Statement includes disclosure regarding the operations
of, and consolidated financial statements for, Coincheck, Inc. (the “Company”). In this letter, we respond to the comments
of the staff of the Commission (the “Staff”) contained in the Staff’s letter dated July 8, 2024 (the “Letter”).
The numbered paragraphs below correspond to the numbered comments in the Letter, and the Staff’s comments are presented in bold
italics.

In
addition to addressing the comments raised by the Staff in the Letter, the Company has revised the Registration Statement to update certain
other disclosures, including to update the Company’s disclosure to include its financial results for the fiscal year ended March
31, 2024.

    BEIJING
    Brussels
    HONG KONG
    Houston
    LONDON
    Los Angeles
    New York
    Palo Alto
    SÃo
    Paulo
    Washington,
    D.C.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 2

Registration
Statement on Form F-4 filed May 7, 2024

General

 1. Please note
                                            that we continue to consider your accounting policies and disclosure detailed in your prior
                                            responses and may have further comment.

In
response to the Staff’s comment, the Company acknowledges that there may be further comments in connection with the Company’s
accounting policies and the disclosure provided in prior responses.

 2. You state
                                            that Goldman Sachs & Co. LLC notified Thunder Bridge that it terminated its engagement
                                            as financial advisor in the transaction. Please provide us with any correspondence between
                                            Goldman Sachs and Thunder Bridge relating to Goldman Sachs’s resignation. Additionally,
                                            tell us whether Goldman Sachs was involved in the preparation of any disclosure that is included
                                            in the registration statement, or material underlying disclosure in the registration statement,
                                            including but not limited to the disclosure regarding the summary of the financial analyses
                                            prepared by Coincheck’s management and reviewed by the board of directors of Thunder
                                            Bridge or the projected financial information of Coincheck. If Goldman Sachs was involved
                                            in preparing this disclosure, include a risk factor describing their role in connection with
                                            the preparation of the registration statement and the valuation of Coincheck and that they
                                            disclaim any liability in connection with that disclosure included in the registration statement.
                                            If applicable, please also disclose the rationale for continuing to rely on information disclaimed
                                            by the professional organization associated with or responsible for that information. Please
                                            also caution investors that they should not place any reliance on the fact that Goldman Sachs
                                            has been previously involved with the transaction.

In
response to the Staff’s comment, the Company has provided under separate cover the termination letter and resignation letter,
each from Goldman Sachs to Thunder Bridge. Goldman Sachs was not responsible for the preparation of any disclosure that is included
in the Registration Statement, or any analysis underlying such disclosure. Together with all other members of the transaction
working group, Goldman Sachs received drafts of the Registration Statement prepared by the parties and provided limited comments in
the ordinary course. In further response to the Staff’s comment, the Company has revised the disclosure on pages 86 and 87 of
Amendment No. 1.

 3. Please provide
                                            us with the engagement letter between Thunder Bridge and Goldman Sachs. Please disclose any
                                            ongoing obligations of Thunder Bridge under the engagement letter that will survive the termination
                                            of the engagement, such as indemnification provisions, rights of first refusal, and lockups,
                                            and discuss the impacts of those obligations on Thunder Bridge.

In
response to the Staff’s comment, the Company has provided under separate cover the engagement letter between Goldman Sachs and
Thunder Bridge. In further response to the Staff’s comment, the Company has revised the disclosure on pages 153 and 154 of Amendment No. 1.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 3

 4. Please disclose
                                            whether Goldman Sachs assisted in the preparation or review of any materials reviewed by
                                            the Thunder Bridge board of directors or management as part of their services to Thunder
                                            Bridge and whether Goldman Sachs has withdrawn its association with those materials and notified
                                            Thunder Bridge of such disassociation. For context, include that there are similar circumstances
                                            in which a financial institution is named and that the firm’s resignation indicates
                                            it is not willing to have the liability associated with such work in this transaction.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 153 and 154 of Amendment No. 1.

 5. Please discuss
                                            any potential impact on the transaction related to the resignation of Goldman Sachs. If Goldman
                                            Sachs would have played a role in the closing, identify the party who will be filling that
                                            role. Also disclose any fees paid or due to Goldman Sachs in connection with its role as
                                            a financial advisor to Thunder Bridge and whether Goldman Sachs performed substantially all
                                            the work to earn its fees. If any of these fees will be forfeited by the firm’s resignation,
                                            please disclose this information.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 153 and 154 of Amendment No. 1

Frequently
Used Terms, page 3

 6. We note
                                            your response to prior comment 31 and the added disclosure on page 4 related to Customers
                                            (or users). Your disclosure seems to imply that for the purposes of your audited consolidated
                                            financial statements and unaudited interim consolidated financial statements, the term “customer”
                                            may include all parties that utilize the services provided on crypto asset platforms regardless
                                            of whether they meet the definition of a customer under IFRS 15. Please revise your disclosures
                                            to clarify that for purposes of Coincheck’s audited consolidated financial statements
                                            and unaudited interim consolidated financial statements included elsewhere in this proxy
                                            statement/prospectus, “customers or users” refer to parties that meet the definition
                                            of a customer under IFRS 15.

In response to the Staff’s comment, the Company
has revised the disclosure on page 4 of Amendment No. 1 to clarify the definition of “customers or users” in the Company’s
audited financial statements.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 4

Summary
of the Proxy Statement/Prospectus

The
Proposals to be Submitted at the Stockholders Meeting

Proposal
No. 1 The Business Combination Proposal

Business
Combination Agreement, page 12

 7. Please enhance
                                            your disclosures to clarify how the 125 million of PubCo Ordinary Shares reconciles to related
                                            disclosures on pages 21 and 31.

In
response to the Staff’s comment, the Company has revised the disclosure on page 13 of Amendment No. 1.

Comparative
Per Share Information, page 21

 8. Please enhance
                                            to disclose the respective parties’ underlying holdings for combined pro forma common
                                            stock issued and outstanding, including how such amounts reconcile to related disclosures
                                            on page 31. Also clarify why Thunder Bridge’s historical shares issued and outstanding
                                            of 6,561,250 excludes 3,517,087 of redeemable stock which footnote 1 discloses are included.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 22 and 32 of Amendment No. 1 to reflect only
Class A shares, consistent with the presentation of the table. The Company notes that while the table on page 22 no longer references
the Class B shares, these shares reconcile as follows, wherein the total shares from page 32 less earnout shares as referenced in footnote
4 to the table equal the 129,708,075 shares disclosed under the Maximum Redemption Scenario within the unaudited pro forma condensed
combined financial information:

    From page 32 of Amendment No. 1
    Less Earnouts

    Monex
      131,352,978
      (25,000,000 )
      106,352,978

    Other Coincheck
      16,234,638
      —
      16,234,638

    Thunder Bridge Public
      2,924,486
      —
      2,924,486

    Thunder Bridge Sponsor
      6,561,251
      (2,365,278 )
      4,195,973

      129,708,075

Unaudited
Pro Forma Condensed Combined Financial Information, page 133

 9. Please revise
                                            your description of the business combination to include a discussion of each discrete transaction
                                            you will undertake to effect the reorganization and Business Combination. In your revised
                                            disclosure, consider adding a table to reflect the number of shares exchanged for each step
                                            of the business combination. In addition, please clarify for us how each discrete transaction
                                            has been reflected in your pro forma financial statements.

In response to the Staff’s comment, the Company
has revised the disclosure beginning on page 135 of Amendment No. 1 to discuss the discrete steps to effect the reorganization and Business
Combination. The Company believes that the transaction has been appropriately reflected within the pro forma financial statements and
respectfully advises the Staff that the primary impact to the pro forma financial statements relates to the issuance of ordinary shares
of the Company outstanding immediately prior to the Share Exchange Effective Time which will be exchanged for PubCo Ordinary Shares, as
well as the issuance of Earn-Out shares. Because the impact to the pro forma financial statements is limited to the issuance of ordinary
shares of the Company outstanding immediately prior to the Share Exchange Effective Time and the issuance of Earn-Out shares, the Company
did not include a table to the pro forma financial statements.

United States Securities and Exchange Commission

Division of Corporation Finance

July 31, 2024

Page 5

 10. We note
                                            the maximum redemption scenario presented in your pro forma financial statements results
                                            in a negative cash balance. We further note your disclosure in footnote K to your pro forma
                                            financial statements that the Business Combination Agreement includes a minimum cash condition.
                                            Please be advised the purpose of pro forma financial statements is to provide investors with
                                            sufficient information about the impact of probable transactions to allow them to make informed
                                            decisions. In this regard, it is not clear how you determined it is appropriate to present
                                            negative cash balances in the pro forma financial statements since it does not reflect outcomes
                                            that can occur. Please revise the pro forma financial statements to comply with Article 11
                                            of Regulation S-X or explain to us how and why you believe the current presentation is meaningful
                                            or appropriate.

In
response to the Staff’s comment, the Company has revised the pro forma financial statements to present accounts payable for any
unpaid costs at the close of the Business Combination. Additionally, with regard to the minimum cash condition, the Company has revised
disclosure in the footnote in Note L to its pro forma financial statements on page 144 of Amendment No. 1 to reflect the following:
“The Business Combination Agreement includes a minimum cash condition. This is a term that is defined contractually within the
Business Combination Agreement and may be waived by the parties to the Business Combination Agreement. As the minimum cash condition
may be waived and the transaction may close with cash below that level, the minimum has been ignored for the purposes of determining
the maximum redemptions that may occur.”

Proposals
to be Considered by Thunder Bridge’s Stockholders

Proposal No. 1 — The Business Combination Proposal

Dilution, page 160

 11. Please
                                            tell us and enhance your disclosures to clarify how you calculated the Sponsor’s investment
                                            per Founder Share of $0.004.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 88 and 163 of Amendment No. 1 to explain
that the Sponsor invested $6,505,055 in the equity of the Company, inclusive of the Founder Shares and the priv

July 8, 2024
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Registration Statement on Form F-4
Filed May 7, 2024
File No. 333-279165
Dear Gary Simanson:
            We have reviewed 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. Unless we note otherwise,
any references to prior comments are to comments in our June 13, 2023 letter.
Registration Statement on Form F-4 filed May 7, 2024
General
1.Please note that we continue to consider your accounting policies and disclosure detailed
in your prior responses and may have further comment.
You state that Goldman Sachs & Co. LLC notified Thunder Bridge that it terminated its
engagement as financial advisor in the transaction. Please provide us with any
correspondence between Goldman Sachs and Thunder Bridge relating to Goldman
Sachs’s resignation. Additionally, tell us whether Goldman Sachs was involved in the
preparation of any disclosure that is included in the registration statement, or material
underlying disclosure in the registration statement, including but not limited to the
disclosure regarding the summary of the financial analyses prepared by Coincheck’s
management and reviewed by the board of directors of Thunder Bridge or the projected
financial information of Coincheck. If Goldman Sachs was involved in preparing this
disclosure, include a risk factor describing their role in connection with the preparation of 2.

July 8, 2024
Page 2
the registration statement and the valuation of Coincheck and that they disclaim any
liability in connection with that disclosure included in the registration statement. If
applicable, please also disclose the rationale for continuing to rely on information
disclaimed by the professional organization associated with or responsible for that
information. Please also caution investors that they should not place any reliance on the
fact that Goldman Sachs has been previously involved with the transaction.
3.Please provide us with the engagement letter between Thunder Bridge and Goldman
Sachs. Please disclose any ongoing obligations of Thunder Bridge under the engagement
letter that will survive the termination of the engagement, such as indemnification
provisions, rights of first refusal, and lockups, and discuss the impacts of those obligations
on Thunder Bridge.
4.Please disclose whether Goldman Sachs assisted in the preparation or review of any
materials reviewed by the Thunder Bridge board of directors or management as part of
their services to Thunder Bridge and whether Goldman Sachs has withdrawn its
association with those materials and notified Thunder Bridge of such disassociation. For
context, include that there are similar circumstances in which a financial institution is
named and that the firm’s resignation indicates it is not willing to have the liability
associated with such work in this transaction.
5.Please discuss any potential impact on the transaction related to the resignation of
Goldman Sachs. If Goldman Sachs would have played a role in the closing, identify the
party who will be filling that role. Also disclose any fees paid or due to Goldman Sachs in
connection with its role as a financial advisor to Thunder Bridge and whether Goldman
Sachs performed substantially all the work to earn its fees. If any of these fees will be
forfeited by the firm’s resignation, please disclose this information.
Frequently Used Terms, page 3
6.We note your response to prior comment 31 and the added disclosure on page 4 related to
Customers (or users). Your disclosure seems to imply that for the purposes of your
audited consolidated financial statements and unaudited interim consolidated financial
statements, the term "customer" may include all parties that utilize the services provided
on crypto asset platforms regardless of whether they meet the definition of a customer
under IFRS 15. Please revise your disclosures to clarify that for purposes of Coincheck’s
audited consolidated financial statements and unaudited interim consolidated financial
statements included elsewhere in this proxy statement/prospectus, “customers or users”
refer to parties that meet the definition of a customer under IFRS 15.

July 8, 2024
Page 3
Summary of the Proxy Statement/Prospectus
The Proposals to be Submitted at the Stockholders Meeting
Proposal No. 1 The Business Combination Proposal
Business Combination Agreement, page 12
7.Please enhance your disclosures to clarify how the 125 million of PubCo Ordinary Shares
reconciles to related disclosures on pages 21 and 31.
Comparative Per Share Information, page 21
8.Please enhance to disclose the respective parties' underlying holdings for combined pro
forma common stock issued and outstanding, including how such amounts reconcile to
related disclosures on page 31.  Also clarify why Thunder Bridge's historical shares issued
and outstanding of 6,561,250 excludes 3,517,087 of redeemable stock which footnote 1
discloses are included.
Unaudited Pro Forma Condensed Combined Financial Information, page 133
9.Please revise your description of the business combination to include a discussion of each
discrete transaction you will undertake to effect the reorganization and Business
Combination.  In your revised disclosure, consider adding a table to reflect the number of
shares exchanged for each step of the business combination.  In addition, please clarify for
us how each discrete transaction has been reflected in your pro forma financial statements.
10.We note the maximum redemption scenario presented in your pro forma financial
statements results in a negative cash balance. We further note your disclosure in footnote
K to your pro forma financial statements that the Business Combination Agreement
includes a minimum cash condition. Please be advised the purpose of pro forma financial
statements is to provide investors with sufficient information about the impact of probable
transactions to allow them to make informed decisions. In this regard, it is not clear how
you determined it is appropriate to present negative cash balances in the pro forma
financial statements since it does not reflect outcomes that can occur. Please revise the pro
forma financial statements to comply with Article 11 of Regulation S-X or explain to us
how and why you believe the current presentation is meaningful or appropriate.
Proposals to be Considered by Thunder Bridge's Stockholders
Proposal No. 1 — The Business Combination Proposal
Dilution, page 160
11.Please tell us and enhance your disclosures to clarify how you calculated the Sponsor's
investment per Founder Share of $0.004.

July 8, 2024
Page 4
Information About Coincheck
Partnership with Circle, page 214
12.Please discuss the material aspects of your partnership with Circle, including a summary
of the terms of any agreements you have entered into with Circle and the status of any
application for Electronic Payment Instrument Services license. Please add a risk factor
describing the risks of offering USDC on your exchange.
Coincheck Managment's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments and Outlook, page 228
13.We note your disclosures on page 230 of Exchange and Marketplace trading volumes by
month. Please address the following with respect to your disclosure:
•Enhance your disclosures to explain why Exchange trading volumes are meaningful
and/or relevant and how they correlate to the level of commission revenue
recognized; and
•Tell us how you considered disaggregating Exchange trading volume between
matched sellers and purchasers and transactions in which you are a party to the
transaction (e.g. purchases and sales with cover counterparties).
14.We note your disclosure of operating data (Exchange trading volume, Marketplace trading
volume etc.) for the calendar years ended 2022 and 2023.  Given your financial results are
presented on a March 31 fiscal year end, please tell us how you determined your table
provides sufficient information for investors to understand trends in your operating
results.  In that regard, we note the data presented in your table only provides information
for the final three months of the fiscal year ended March 31, 2022.
Key Business Metrics and Trends
IEO-related Revenue, page 235
15.We note your response to prior comment 7 and the related revisions to your disclosure.
Please tell us, and consider disclosing, the amount of IEO revenue you recorded for the
most recent interim or annual period presented in your financial statements for fiscal year
2024.
Components of Results of Operations
Transaction revenue, page 240
16.It appears that your transaction revenue is comprised of revenue from multiple sources
(e.g. revenue derived from the Marketplace platform, revenue from cover counterparty
transactions on the Exchange platform, certain revenue generated from IEO transactions
etc.).  Please tell us what consideration you have given to providing a table in your
MD&A disaggregating transaction revenue by source.
Recent Quarterly Resuts, page 242
17.We note your response to prior comment 11 and the related revisions to your disclosure.
Given the presence of recent quarterly results disclosure related to Coincheck in this
section, please tell us the relevance of disclosure related to Monex Group to Coincheck
investors.

July 8, 2024
Page 5
Coincheck, Inc. Financial Statements
Notes to the Consolidated Financial Statements
Note 1. Reporting Entity, page F-51
18.Please clarify for us how you accounted for the divestiture of Coincheck Technologies,
Inc. to Monex Group, Inc. in January 2023.  In your response, please provide us with
summarized financial information of Coincheck Technologies, Inc. (including
summarized information about the prior subsidiary's financial position and profit or loss)
for each period presented in your interim and audited financial statements.  Cite any
relevant accounting literature in your response.
(b) Commission received, page F-70
19.In your revenue recognition policy for commission received, you include the statement
"sales of crypto assets by the Group to the customer on the Group's marketplace platform
result in the Group recognizing transaction revenue in accordance with the revenue
recognition policy described at (a) Transaction revenue."  Please expand your disclosure
to explain why this statement is a necessary part of your commission received accounting
policy.  For example, to the extent a significant portion of commissions are paid in crypto
assets, please revise your disclosure to state that fact.
Note. 4 Significant accounting policies
(13) Revenue and expenses
(a) Transaction revenue, page F-70
20.Please enhance your disclosure to include a more detailed discussion of how you define
customer for purposes of applying IFRS 15. In your revised disclosure, please consider
including a discussion of the venue on which each class of customer transacts (e.g.
marketplace or exchange platform).
21.Please expand your disclosure to clarify when you measure the fair value of noncash
consideration received as transaction revenue.
Note 21. Crypto asset borrrowings, page F-91
22.We note your disclosure that interest expense related to crypto asset borrowings are
included in "Cash flows from operating activities" in the statements of cash flows.  Please
tell us and enhance your disclosures to clarify how related interest expense is paid and
settled with the borrower and if paid in cash.  Please also provide us with a copy of the
Coincheck lending terms and conditions and related consumption loan agreement.
            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 Michelle Miller at 202-551-3368 or Robert Telewicz at 202-551-3438 if

July 8, 2024
Page 6
you have questions regarding comments on the financial statements and related matters. 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

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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 June 13, 2023 Page 2
 FirstName LastNameGary Simanson
Coincheck Group B.V.
June 13, 2023
Page 2
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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 June 13, 2023 Page 3
 FirstName LastName
Gary Simanson
Coincheck Group B.V.
June 13, 2023
Page 3
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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June 13, 2023
Page 4
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

United States securities and exchange commission logo
March 23, 2023
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Amendment No. 3 to
Draft Registration Statement on Form F-4
Submitted January 26, 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
January 3, 2023 letter.
Amendment No. 3 to Draft Registration Statement Submitted January 26, 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.

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Questions and Answers About the Business Combination, page 28
2.Please revise to disclose the potential impact of redemptions on the per share value of the
shares owned by non-redeeming shareholders, by including a sensitivity analysis showing
a range of redemption scenarios, including minimum, maximum and interim redemption
levels.
Risk Factors, page 49
3.We note your added disclosures in response to comment 12 and reissue the comment in
part.  Please revise to describe any material risks:
•From depreciation in your stock price following consummation of the Business
Combination;
•Of increased losses or impairments in your investments or other assets due to recent
disruptions in the crypto asset markets.
We suffered a significant loss of customer funds due to hacking in 2018, page 62
4.We note your disclosure that you are subject to lawsuits relating to the calculation of the
compensation provided to customers who were adversely affected by the 2018 hacking
incident, and there are remaining lawsuits demanding approximately ¥429 million as of
September 2022. If material, please revise to disclose whether you have a litigation
reserve for these lawsuits, and if so, if you believe such reserve is sufficient to cover any
liabilities related to these lawsuits.
We are exposed to credit risks due to our reliance on cryptocurrency exchange brokers, page 75
5.Please provide us with a table identifying all of your cover counterparties and quantifying
the amount deposited as of September 30, 2022 and December 31, 2022. To the extent
material to understanding your counterparty risk, please update the risk factor in this table
accordingly. In addition, to the extent that you have revised or updated your policies and
procedures for selecting cover counterparties or determined to cease doing business with
any particular cover counterparty as a result of recent crypto asset market events, please
revise your disclosure accordingly.
6.We note your statement that if you obtain information that can lead to credit concerns
about the cryptocurrency exchange brokers you deal with (for accounts that hold a portion
of borrowed crypto assets), you take measures to avoid risks. Please revise to provide a
detailed description of the measures you would take in such circumstances.
7.Please revise to disclose recent market developments relating to Binance, your principal
counterparty, including legal and regulatory investigations, reports regarding its transfer
of customers' stablecoin assets, and its cessation of customer deposits and withdrawals of
fiat currency. Discuss:
•Any additional steps you have taken or will take to safeguard amounts you deposited
with Binance;

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•Material changes, if any, you have made or will make to your processes in light of the
current developments relating to Binance;
•Any new material financing, liquidity or other risks you face from such
developments; and
•Any new direct or indirect exposures resulting from such events, and identify any
material concentrations of risk and quantify any material exposures.
Information About Coincheck
Our History, page 187
8.We note that your Representative Director and President, Satoshi Hasuo, currently serves
as the representative director of the JVCEA. Given JVCEA’s role as the self-regulatory
organization for the Japanese cryptocurrency industry and in setting forth the processes
and guidelines under which a crypto asset will be eligible for trading on your platform,
please disclose how Mr. Hasuo, the JVCEA and Coincheck address any conflicts of
interest that result from Mr. Hasuo’s dual positions, and revise your risk factors to discuss
any potential risks and conflicts of interest presented by Mr. Hasuo holding key positions
in both entities simultaneously.
9.We note your disclosure that in October 2018, the JFSA granted the cryptocurrency
industry in Japan self-regulatory status, giving JVCEA the ability to establish standardized
operating procedures, including the ability to set guidelines on the crypto assets that may
be traded by exchange operators. We also note your disclosures on pages 196-198 of the
criteria you use to evaluate new cryptocurrencies for trading, and that you are required to
confirm with the JVCEA that it has no objection prior to the introduction of new
cryptocurrencies for trading on your platforms. Please revise to provide additional details
relating to the guidelines set by the JVCEA on the crypto assets that may be traded by
exchange operators, and disclose whether such guidelines set by the JVCEA are
enforceable.
10.We note your disclosure that in January 2019, you received a license as a crypto asset
exchange service provider from the JFSA after making significant improvements to your
risk management and governance systems. Please revise to provide a detailed description
of the “significant improvements” that you made.
Our Services
Account Management and Custody of Customer Crypto Assets, page 198
11.We note your disclosure that in accordance with your operational policy, most of your
crypto assets are held in cold wallets and the amount of cryptocurrencies held in hot
wallets is maintained at an amount equivalent to less than five percent of the total amount
of crypto assets held in cold wallets (including, for this purpose, both customer crypto
assets in custody and crypto assets you have borrowed from our customers). However, we
note that you record ¥3.7 billion, ¥1.9 billion, and ¥1.8 billion held in hot wallets as of
March 31, 2022, September 30, 2022, and December 31, 2022, respectively, which

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amount to greater than five percent of the total amount of crypto assets held in cold
wallets in the corresponding periods. Please revise or clarify your disclosures.
12.We note your response to comment 31 and related disclosures, and reissue our comment
in part. We also note your policy of holding 100% of deposited customer crypto assets
(other than crypto assets borrowed from customers) in cold wallets. Please revise to
clarify:
•Whether the amounts deposited with cover counterparties, which total ¥1.1 million
and ¥0.4 million as of September 30, 2022 and December 31, 2022, respectively,
comprise in whole or in part customer crypto assets, borrowed customer assets or
company-owned crypto assets; and
•The approximate percentages of amounts held in hot wallets, which total ¥3.7
billion, ¥1.9 billion, and ¥1.8 billion as of March 31, 2022, September 30, 2022, and
December 31, 2022, respectively, that consist of deposited customer crypto assets vs.
borrowed crypto assets.
13.We note your disclosure here that as of December 2022 you held crypto assets totaling
¥12.6 billion, and on page 200 that as of September 2022 you recognized crypto asset
borrowings totaling ¥18.1 million. Please revise your disclosure to provide a breakdown
of the types and amounts of crypto assets and crypto asset borrowings held by the
company as of the date of the financial statements included in your registration statement.
Additional Cryptocurrency-related Services
Coincheck Lending, page 200
14.Please refer to comment 29. In your response and revised disclosure you state that
Coincheck utilizes borrowed crypto assets in order to minimize price risk with respect to
the underlying crypto assets because the terms of the borrowing provide for the return of
the subject crypto assets in kind.  Please tell us in detail and revise your filing to clarify
how borrowing customer crypto assets and selling them to facilitate purchase transactions
from customers minimizes price risk, since it appears that selling the borrowed crypto
assets results in an unhedged position related to the borrowing liability.  Please more
clearly explain how you manage the apparent price risk associated with the borrowing
liability.  Specifically, discuss how significant increases in the prices of crypto assets
would impact the profitability of your Coincheck Lending program.
Our Customers, page 203
15.We note your disclosure that you only offer accounts for crypto asset exchange services to
customers resident in Japan. Please expand your risk factor captioned "We could be
subject to administrative sanctions, including fines, or legal claims.." on page 56 to
discuss the risk that, if U.S. customers are able to access your services, you could be
operating in the U.S. as an unregistered national securities exchange, an unregistered
broker-dealer and an unregistered clearing agency with respect to your crypto asset
exchange services.

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Regulatory Environment
Self-Regulatory Organization and Self-Regulatory Rules on Crypto Asset Exchange Service
Providers, page 208
16.We note your response to comment 24 and your added disclosures on page 209. We note
that you are still subject to the previous JVCEA Pre-Assessment because you are not
currently authorized by the JVCEA as a Green List Eligible Member nor a CASC Eligible
Member, and must provide advance notice to the JFSA of your intention to support
trading in a crypto asset. Please further revise to clarify whether your status under the
Green List or CASC System is expected to change, and if so, include disclosures that
address the timing of such change, how such change will affect your internal approval and
risk assessment processes, and the attendant risks related to the foregoing.
Coincheck Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments and Outlook, page 214
17.We note your disclosure that the table shows monthly operating data on a non-
consolidated basis.  Please revise your filing to present this information on a consolidated
basis or tell us in detail and revise your filing to clarify what non-consolidated data
represents and why presenting this information on a non-consolidated basis provides more
relevant information.
18.Please explain or revise this section to clarify inconsistencies between the graphical data
in draft Amendment No. 2 vs. draft Amendment No. 3. For example:
•The “Customer assets by currency” chart on page 217 appears to show ¥200 billion in
FY21-3Q, whereas the corresponding chart in draft Amendment No. 2 appeared to
show approximately ¥450 billion in the same period.
•The “Revenue and Total Marketing Costs for Customer Acquisition (Marketplace
platform)” chart on page 221 shows customer payback (right bar) totaling ¥1.315
billion in FY20-4Q, whereas the corresponding chart in draft Amendment No. 2
appeared to show as much as ¥7 billion in customer payback (right bar) in the same
period.
19.We note your response to comment 11 and your disclosure that you are seeking to
diversify your options for placing cover transactions in order to limit your dependence on
other exchanges by seeking market makers with which you can execute cover transactions
without pre-funding deposits. Please discuss whether and to what extent you have been
able to execute cover transactions through market makers without pre-funding deposits.
Please also disclose whether and to what extent relying on market makers rather than
exchanges to execute cover transactions may impact your results of operations, and amend
your disclosure to discuss any related risks.

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Notes to the Consolidated Financial Statements
3. Significant accounting policies
(4)(a) Crypto assets held, page F-66
20.Please revise to disclose that the crypto assets held (current assets) are primarily obtained
through the Coincheck lending program.
21.Please provide us your analysis of the applicability of IFRS 16 to the crypto assets
received in your crypto asset borrowing transactions.
22.We note your response to comment 69 in your letter dated July 29, 2022 related to the
accounting for crypto assets deposited by customers. Please address the following:

•More clearly articulate your analysis as to whether such deposits represent assets of
the company.  For example, your response has a parenthetical citation to Conceptual
Framework 4.20, but it is unclear how you contemplated the contractual restriction in
concluding whether the company has the present ability to direct the use of the crypto
assets deposited.
•Explain what the following phrase from your response means and how it impacts
your accounting conclusion: “… related laws and regulations do not expressly
prohibit the Company from disposing of crypto assets deposited at its discretion …".
•Explain why your Terms of Use and Terms and Conditions do not expressly prohibit
you from disposing of crypto assets at your discretion.  As part of your reply, tell us
whether you have the right to pledge, rehypothecate, encumber, or otherwise transfer
crypto assets deposited by customers.
•Explain whether the user’s preferential right to payment in bankruptcy is a creditor
right or a property right and how the nature of this right impacts your accounting
conclusion.  For example, we note your response describes the right as the “right to
receive payment in priority over other creditors.”
(4)(b) Crypto asset borrowings, page F-67
23.Please revise to more clearly articulate what the statement “Crypto asset borrowings …
are accounted for the repayment obligation of borrowed cryptocurrencies…” means.
24.We note your response to comment 55 in your letter dated July 29, 2022 and your
response to comment 29 in your letter dated October 31, 2022 related to the accounting
for your “crypto asset borrowing” repayment obligation.  Please address the following:

•Provide us a more robust analysis demonstrating that Conceptual Framework
paragraphs 5.6, 5.7 and 6.45 provide a basis to subsequently measure the borrowing
obligation at fair value through profit and loss.
•More fully analyze whether an embedded derivative exists if IFRS9.4.3.3(c) does not
apply

United States securities and exchange commission logo
January 3, 2023
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Amendment No. 2 to
Draft Registration Statement on Form F-4
Submitted November 1, 2022
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 any amendment to your registration statement and 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 October 3, 2022 letter.
Amendment No. 2 to Draft Registration Statement Submitted November 1, 2022
General
1.Please note that we continue to consider your accounting policies and disclosure detailed
in your prior responses and may have further comments.
2.We note your response to comment 1 regarding the miime platform and the potential that
users of the platform may be located outside of Japan. We further note your statement that
the Company has decided to discontinue operation of the miime platform.
Notwithstanding this decision and the fact that the miime platform has ceased or will

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cease operations, please expand your risk disclosure regarding the possibility of non-
Japanese customers having transacted in crypto assets using the miime platform during the
period of its operation by the Company, including the risk that, should one of the NFTs or
other crypto assets traded on the platform be determined to be a security, Coincheck could
be found to have facilitated transactions in unregistered securities.
3.Please revise throughout by discussing how recent market events, including the
bankruptcies of certain crypto asset market participants, and the downstream effects of
those events have impacted or may impact your business, financial condition, customers,
and counterparties, either directly or indirectly.  In your revised disclosure:
•discuss under your captions "Risk Factors" and "Information About Coincheck - Our
Market Opportunity" any negative impacts that the liquidity issues and subsequent
collapse and bankruptcy proceedings of these market participants have had and
may continue to have on crypto assets markets and market participants;
•clarify whether Coincheck has direct or indirect counterparty exposure to these
market participants and what impact any such exposure may have on Coincheck's
business operations. For example, clarify whether Coincheck has relationships with
counterparties, customers, custodians, or other third parties with which you transact
whose business operations may be negatively impacted by the liquidity issues and
subsequent bankruptcy proceedings of these market participants or any other
impacted entities such that your operations could be impacted;
•clarify whether you have material assets that may not be recovered due to the
bankruptcies or may otherwise be lost or misappropriated; and
•expand your risk factors under the caption "Risks Related to Third Parties" beginning
on page 68 to provide more tailored credit risk disclosure that addresses the specific
impacts of recent crypto market events.
4.Disclose whether you have experienced excessive redemptions or withdrawals, or have
suspended redemptions or withdrawals, of crypto assets and explain the potential effects
on your financial condition and liquidity.
5.Please revise to describe any material policies and procedures that would limit or prohibit
Coincheck from engaging in activities such as front running, wash trading or
market manipulation through its trading activities on the platform.

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Frequently Used Terms
Exchange Platform, page 4
6.Please revise your definition of “exchange platform” to clarify that Coincheck may also
transact on the platform.  Additionally, revise disclosure on page 188 under the Exchange
Platform heading to more clearly describe that Coincheck may also transact on the
exchange platform.
Summary of the Proxy Statement/Prospectus, page 9
7.We note your response to comment 5 and your disclosure on page 10 that "marketplaces
for NFTs, which Coincheck also operates, are also subject to an uncertain and evolving
regulatory environment". Please describe here and more fulsomely in your section
captioned "Information About Coincheck - Regulatory Environment" the principal
regulations that impact your NFT Marketplace business, and how such regulations impact
your operations.
Risk Factors, page 46
8.We note that each of the transaction documents filed in Annexes A, C, D, E, F and G
contains a jury trial waiver provision. Please include disclosure regarding those provisions
in your summary risk factors.
9.Describe any material risk to you, either direct or indirect, due to excessive redemptions,
withdrawals, or a suspension of redemptions or withdrawals, of crypto assets.  Identify
any material concentrations of risk and quantify any material exposures, including
updated disclosure regarding your exposure to Binance.
10.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
11.Describe any material financing, liquidity, or other risks you face related to the impact
that the current crypto asset market disruption has had, directly or indirectly, on the value
of the crypto assets you use as collateral or the value of your crypto assets used by
others as collateral.
12.To the extent material, describe any of the following risks due to recent disruptions in the
crypto asset markets:
•Risks from depreciation in your stock price.
•Risks of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risks of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.

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•Risks from price declines or price volatility of crypto assets.
•Risks of increased regulation of your industry.
•Specific recent examples of negative publicity associated with crypto trading
platforms.
Risks Relating to Coincheck's Business and Industry
A particular crypto asset’s status as a “security” in any relevant jurisdiction remains subject to a
high degree of uncertainty., page 55
13.We note the statement that the legal test for determining whether any given crypto asset is
a security is "a highly complex, fact-driven analysis that evolves over time, and the
outcome is difficult to predict." Please revise this statement with respect to the U.S. as the
legal tests in the U.S. are well-established by U.S. Supreme Court case law, and the
Commission and staff have issued reports, orders, and statements that provide guidance on
when a crypto asset may be a security for purposes of the U.S. federal securities laws.
14.Please expand your discussion of the material risks related to unauthorized or
impermissible customer access to the Company's products and services outside of Japan.
Describe the potential impact to your business of administration sanctions, including fines,
or legal claims based upon the laws of such other jurisdictions.
We also operate Coincheck NFT Marketplace...risks that could adversely affect our business,
operating results, and financial condition., page 55
15.We note your added risk factor in response to comment 1 and reissue the comment in part.
Please expand your risk factor disclosure to discuss your procedures for evaluating NFTs
for admission to trading on your platform.
16.We note your revisions in response to comment 2. Please also revise this section to
consistently use the term “crypto asset,” as opposed to digital asset.
Risks Relating to Government Regulation and Privacy Matters, page 67
17.Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets. Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
18.Describe any material risks you face related to the assertion of jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets and crypto asset
markets.
Risks Relating to Third Parties, page 68
19.We note your response to comment 9. In addition to disclosing your exposure to Binance,
please revise to disclose your aggregate counterparty exposure.

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20.If material to an understanding of your business, describe any direct or indirect exposures
to other counterparties, customers, custodians, or other participants in crypto asset markets
known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation
Unaudited Pro Forma Condensed Combined Statement of Operations, page 123
21.Please tell us the reason(s) for the significant changes in the amounts, as compared to the
prior amendment, in the Thunder Bridge (US GAAP Historical As Converted) column.
Cryptocurrency Trading Services
Marketplace Platform, page 188
22.We note your disclosure that individual transactions are offset before cover transactions
are executed and that you also have a threshold limit for the remaining open position at
any time, and cover transactions are only executed when the threshold is exceeded.  Please
revise to enhance your disclosure that “Immediately upon receipt of an order… our
trading operations system executes a cover transaction” to more accurately describe the
timing of cover transactions and the hierarchy of how the different alternatives to cover a
transaction (e.g.  offsetting trades, transaction on Exchange Platform, transaction on an
external exchange, etc.) are considered and processed.   Additionally, please revise to
clarify disclosure related to the timing and process of cover transactions in the fourth
paragraph on page 222 and similar disclosure on page F-55.
23.Please revise to clarify if bid/ask spreads are applied to and revenue recognized on
individual trades that are offset before cover transactions are executed.
Exchange Platform, page 188
24.We note your response to comment 13 and reissue our comment in part.  We note your
added disclosures on page 190 describing the steps you take internally and the criteria you
use to approve and evaluate new cryptocurrencies for trading, and the statement on page
190 that you “conduct this internal approval process based on risk-based judgments.”
Please further revise to clarify that such processes and risk-based judgments made by the
company are not legal standards or determinations binding on any regulatory body or
court.

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Account Management and Custody of Customer Crypto Assets, page 190
25.We note your added disclosure on page 191 in response to comment 16.  Please clarify the
amount of assets custodied, including those borrowed from customers. For instance, in
your response to comment 16, you state that you hold ¥457 billion of crypto assets in cold
wallets and ¥3.7 billion of crypto assets in hot wallets as of March 31, 2022, and on page
191 you indicate that ¥2.4 billion of assets are held at counterparties, totalling ¥463.1
billion of assets held in either wallets or counterparties. On page 42, under "Key Business
and Non-IFRS Financial Measures" you state that you had, as of March 31, 2022 customer
assets of ¥481.0 billion, which, less ¥55.9 billion of fiat currency, totals ¥425.2 billion.
Under your consolidated statements of financial position data, however, we note that you
record a safeguard liability of ¥425.7 billion. In either case, the customer assets/safeguard
liability plus the ¥37.6 billion of crypto asset borrowings totals either ¥462.8 billion or
¥463.3 billion, as opposed to ¥463.1 billion.
26.Identify what material changes, if any, have been made to your processes, policies and
procedures regarding the commingling of assets, including customer assets, borrowed
assets, your assets, and those of affiliates or others, in light of the current crypto asset
market disruption. Describe any material risks to your business and financial condition if
your policies and procedures surrounding the safeguarding of crypto assets, conflicts of
interest, or commingling of assets are not effective.
Insurance Coverage, page 191
27.We note your added disclosures in response to comment 8 and reissue our comment in
part.  Please further revise to disclose any obligations you have toward your securities or
crypto asset account holders in the event of fraud.
Additional Cryptocurrency-related Services
Coincheck Lending, page 192
28.Please revise to address the following regarding the Coincheck Lending service:

•Discuss any regulatory, contractual or other restrictions on the use of borrowed
customer cryptocurrencies.
•Discuss and quantify any concentrations with customer lenders.
29.We note disclosure that you use borrowed customer cryptocurrencies in order to facilitate
remittance requests and also to deposit with external exchanges in order to facilitate cover
transactions you make in operating your Marketplace Platform.  We also note disclosure
on page 217 that you use borrowed customer cryptocurrencies to facilitate customer
transactions at a lower cost than procuring from alternate sources and that these
cryptocurrencies are held with the purpose of acquiring broker-traders’ margin.  Please
address the following:

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•Tell us in detail and revise to disclose the reasons for using borrowed
cryptocurrencies to fulfill customer remittance requests.
•Tell us in detail and revise to disclose how you use borrowed cryptocurrencies to
facilitate customer transactions and to cover customer transactions on the
Marke

United States securities and exchange commission logo
October 3, 2022
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted July 29, 2022
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.
Amendment No. 1 to Draft Registration Statement Submitted July 29, 2022
General
1.Please refer to your response to comment 1.  We note your revised disclosure on page 194
that you "only offer accounts for crypto asset exchange services to customers resident in
Japan" and that "users of miime connect to the platform through a personal Ethereum
wallet such as MetaMask and their personal data, including their location, is not available
to [you]."  It therefore appears that U.S. persons may be able to transact in crypto assets
and other products and services available on Coincheck.  If accurate, please expand your
risk disclosure regarding the possibility of non-Japanese customers transacting in crypto
assets and using the miime platform, including the risk that, should one of the NFTs or

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crypto assets traded on the platform be determined to be a security, Coincheck could be
found to be facilitating transactions in unregistered securities.  Alternatively, please clarify
whether your processes are designed to prevent offers and sales of crypto assets and other
products and services available on Coincheck to U.S. persons, and describe the specific
onboarding and KYC processes utilized. In addition, please expand your risk factor
disclosure to discuss your procedures for evaluating NFTs for admission to trading on
your platform.
2.We note that you refer to the Coincheck Exchange as a "trading platform" and a
"cryptocurrency exchange."  Please revise your disclosure to explain the difference
between these two terms and, to the extent they mean the same thing, please use one term
throughout.  Please also revise throughout to consistently use the term “crypto asset” as
defined in your “Frequently Used Terms,” on page 4, as opposed to digital assets, and to
ensure that your use of “crypto assets” and “cryptocurrency” is consistent with the
distinction made between the two as defined on page 4.

Cover Transactions, page 4
3.Please tell us in detail and revise to clarify the meaning of "internal exchange" in your
definition of "Cover transactions".
Summary of the Proxy Statement/Prospectus, page 9
4.We note your response to comment 5. Please expand your discussion on page 10
regarding the regulatory regimes to which you are subject, to include a discussion of the
principal laws and regulations governing your business, as well as a discussion of the risks
and consequences of any potential non-compliance with existing regulation or any
proposed changes in such regulation.
Questions and Answers about the Business Combination, page 28
5.We note your response to comment 12 and your revised table showing sources of dilution.
Please revise the percentages shown for each scenario such that the sources of dilution
reduce the share ownership of each group of shareholder. Currently the shareholders’
holdings sum to 100% under each scenario, and the sources of dilution represent a
percentage in excess of 100%.
Summary Historical Consolidated Financial Information of Thunder Bridge
Key Business and Non-IFRS Financial Measures, page 42
6.We note your disclosure that monthly users declined year over year from 201,875 for the
year ended March 31, 2021 to 117,213 for the year ended March 31, 2022. For the same
period, trading volume on the marketplace increased from a monthly average of JPY 36.8
billion to JPY 47.4 billion. In your section labeled "Coincheck Management's Discussion
and Analysis of Financial Condition and Results of Operations-Key Business Metrics and

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Trends," please detail the reasons for the countervailing trends of a smaller active user
base with increasing monthly trading volume.
Risk Factors
A particular crypto asset's status as a "security" in any relevant jurisdiction..., page 54
7.We note your revised disclosure in response to comment 15 that the “ongoing
enforcement action…may result in XRP being deemed a security if the SEC prevails in
the enforcement action.”  Please revise your disclosure to acknowledge that the SEC
deems XRP a security.  In addition, please further revise this risk factor to emphasize the
consequences to Coincheck should the SEC prevail in its action against the promoters of
XRP.
The loss or destruction of private keys..., page 57
8.We note your revisions in response to comment 17.  We also note your disclosure on page
180 that you do not have insurance for crypto assets in custody and your disclosure on
page 71 that you "do not maintain insurance sufficient to compensate [you] for the
potentially significant losses that could result from disruptions to [your] services,
including as a result of cyberattacks."  Under an appropriately captioned heading, please
revise to disclose any obligations you have toward your securities or crypto asset account
holders in the event of loss or fraud.  In addition, please describe the types of losses that
your insurance covers, including quantitative disclosure regarding the amount of coverage
for your crypto assets and your customers' crypto assets.
We are exposed to credit risks..., page 69
9.We note your revisions in response to comment 19 in which you state that you transact
with both Japanese and international counterparties and your largest single credit exposure
relates to crypto assets that you have deposited in order to transact with Binance.  Please
revise to disclose the amount of crypto assets that you are required to have deposited in
order to transact with Binance.  In addition, to the extent there are other counterparties for
which you have or may have a material credit risk exposure, please identify them.

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Coincheck Group B.V.
October 3, 2022
Page 4
Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Balance Sheet, page 124
10.We note your response to comment 24 as provided in Annex A in addition to disclosure
on page 120 that you believe the Business Combination is within the scope of IFRS 2
since Coincheck shares are issued for the service of a stock exchange listing. Please tell us
how you considered this fact and whether each of the Company Shareholder and Sponsors
Earn-Outs were an integral part of the Business Combination and therefore represented
shares issued in exchange for the service of a stock exchange listing and are in the scope
of IFRS 2.  If you believe they are in the scope of IFRS 2, please revise your pro forma
financial information accordingly.  Please see the March 2013 IFRS Interpretations
Committee agenda decision on “IFRS 3 Business Combination and IFRS 2 Share-based
Payment-Accounting for reverse acquisitions that do not constitute a business” for
guidance.
Cryptocurrency Trading Services, page 188
11.Please describe to us the timing of the settlement of trading transactions relative to the
acceptance of the customer’s order. For example, are sales settled immediately or at a later
point in time after acceptance of the customer order? Clarify whether the timing is
included in your terms and conditions.
Marketplace Platform, page 188
12.Please disclose whether there are any limits to the transaction fees you can charge and
disclose any rules or regulations that cover transaction fees.
Information About Coincheck
Our Services
Cryptocurrency Trading Services, page 189
13.We note your response to comment 36. Please expand your discussion to explain the steps
Coincheck takes internally to approve a new crypto asset, from initial research to the
crypto asset being made available for trading on the platform.  In addition, please revise
to clarify, if accurate, that such processes are risk-based judgments made by the company
and not a legal standard or determination binding on any regulatory body or court.
Information About Coincheck
Account Management and Custody of Customer Crypto Assets, page 190
14.We note your response to comment 2 and reissue our comment in part. Please identify the
person(s) that have access to the crypto assets and the person(s) that have the authority to
release proceeds from your wallets.
15.We note your disclosure on page 190 that your "policy is to hold 100% of customer
cryptocurrencies in secure cold wallets." Please reconcile this with your disclosure on

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page 56 that "in January 2018, [your] NEM hot wallet was hacked and [you] lost 526.3
million NEM, or ¥46.6 billion, of customer funds," including explaining whether the
NEM hacking incident or the formation of the JVCEA in October 2018 led to a change in
your custody policies.
16.We note your added disclosure in response to comment 2 that "[c]ryptocurrencies
[you] hold, including those borrowed from customers, are held in cold wallets, hot wallets
or deposited with counterparties, depending on market conditions."  Please revise your
disclosure to explain how market conditions impact how you hold crypto assets and
disclose the portion of crypto assets that you hold, including those borrowed from
customers that are currently held in cold wallets or hot wallets or that are deposited with
counterparties.
17.We note your disclosure under this heading that "[r]egarding NFTs, there are no clear
legal regulations in Japan as of March 2022, but according to our voluntary rules, the
quantity deposited is managed for each customer."  Please revise to explain what you
mean by "managed for each customer."
Coincheck IEO, page 191
18.We note your response to comment 39 that you act as a principal related to your
performance obligations to IEO issuers to sell tokens to users and that you act as an agent
when you deliver the tokens to the users.  Please tell us each specified service provided to
the issuers and the users.  Also tell us how you determined the transaction price for each
specified service.  Specifically tell us how you considered whether the transaction price
related to selling the issuer’s token should be the fair value of all tokens sold.
19.We note your revisions in response to comment 39.  Please revise your disclosure to
clarify whether there is a minimum offering size or other metrics required in order to be
eligible for conducting an IEO on Coincheck.
Large-lot OTC Trading Service, page 191
20.Please disclose the five crypto assets available for trading through your large-lot trading
service.
NFT Marketplaces - Coincheck NFT and miime, page 192
21.We note your disclosure under this heading that "sales commissions are paid in a
cryptocurrency selected by the customer from 16 different types that are available on the
platform."  Please revise to specify which crypto assets you are referring to given your
disclosure throughout that you support 17 types of cryptocurrencies across your
platforms.  In addition, we note your disclosure that on Miime "transactions can only be
settled in a cryptocurrency (ETH)" and "the commission fee Coincheck receives is in
cryptocurrencies."   Please confirm if transactions on Miime can only be settled in ETH.

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Data Collection Practices, page 194
22.We note your revised disclosure in response to comment 3.  Please further revise your
disclosure to describe the data that you or your third-party services providers collect on
users of the Coincheck app or Coincheck trading platform.
Our Customers, page 194
23.Please revise to disclose how you ensure in the crypto asset ecosystem that you are not
engaging with, or paying, any sanctioned persons or entities or doing business in
sanctioned countries.  For example purposes only, we note your disclosure that users of
miime connect to the platform through a personal Ethereum wallet such as MetaMask and
their personal data, including their location, is not available to you.
Regulatory Environment
Overview of Regulatory Framework in Japan, page 196
24.We note your response to comment 45 and your disclosure on page 196. Please elaborate
on your disclosure that "should there be any subsequent change to the functions or uses of
the relevant digital asset, its legal status may change. If a particular digital asset that had
initially qualified as a crypto asset subsequently qualifies as an ERTR due to any change
in its characteristics, etc., the [exchange] will not be able to continue to handle that digital
asset."
In particular, please revise your disclosure to explain:
•what party would have the ability to change the determination regarding a crypto
asset's legal status (particularly in light of the initial self-certification of crypto asset
status that takes place between an exchange and the JVCEA);
•how such a change in status would be determined;
•how exchanges would either be notified or prevented from transacting in the given
asset;
•whether an exchange or other market participant would have the ability to appeal
such change in legal status; and
•whether there is a history of such a change occurring.
Please also revise your risk factor disclosure as appropriate.
Key Business Metrics and Trends, page 204
25.Please refer to your response to comment 46.  If the amount of safeguard liabilities
correspond directly to the amount of crypto assets held in custody by the Company, please
provide those figures in the narrative of the Summary section and under this heading and
clarify their practical meaning – i.e., that the figures represent crypto assets under custody.
Verified Users, page 204
26.We note your response to comment 47.  Please revise to clarify if a user (or customer)
may have multiple funded accounts that are counted in the "verified users" metric.  Please

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October 3, 2022
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also clarify whether inactive or abandoned accounts are included in this metric.
Trading Volume (by Currency), page 207
27.Please refer to your response to comment 34. Please further revise your disclosure to
quantify the amount of trading for each crypto asset that is traded on your platform for the
periods covered by your registration statement.
Coincheck Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Results of Operations
Offering additional products and services, pa

United States securities and exchange commission logo
June 28, 2022
Gary Simanson
Chief Executive Officer
Coincheck Group B.V.
Hoogoorddreef 15, 1101 BA
Amsterdam, Netherlands
Re:Coincheck Group B.V.
Draft Registration Statement on Form F-4
Submitted May 20, 2022
CIK No. 0001913847
Dear Mr. Simanson:
            We have reviewed your 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.
Draft Registration Statement on Form F-4
General
1.Please tell us and disclose whether your processes are designed to prevent offers and sales
of crypto assets and other products and services available on Coincheck in the United
States or to U.S. persons.  If so, please describe the specific onboarding and KYC
processes utilized, including whether you restrict users based on the location of their IP
address. If applicable, please also specifically address any steps you are taking to ensure
that U.S. customers cannot circumvent your onboarding restrictions and revise your risk
factors to address the risks associated with any processes you have in place, the possibility
that persons may circumvent those processes and the potential regulatory consequences if
U.S. customers circumvent these restrictions.

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2.We note your disclosure on page 62 under the risk factor captioned "Depositing and
withdrawing crypto assets into and from our trading platforms involves risks..." regarding
your custodial practices. Please revise your summary of Coincheck's business to further
describe your custodial practices for crypto assets, including the items below:
•briefly discuss what portion of the crypto assets are held in hot wallets and cold
wallets, respectively, and whether there are differential storage practices with regard
to Coincheck's own crypto asset holdings versus customers’;
•disclose the geographic location where the crypto assets are held in cold wallets and
how the private keys are located;
•identify such custodians and discuss the material terms of any agreements you have
with them;
•identify the person(s) that have access to the crypto assets and whether any persons
(e.g., auditors, etc.) are responsible for verifying the existence thereof. Also clarify
whether any insurance providers have inspection rights associated with the
crypto assets held in storage;
•identify the person(s) that have the authority to release the proceeds from your
wallets; and
•briefly discuss how the existence, exclusive ownership and software functionality of
private digital keys and other ownership records are validated by the relevant parties.
3.Please describe in greater detail in the forefront of your prospectus your use of digital
engagement practices in connection with your technology platform, including, as
examples only, behavioral prompts, differential marketing, game-like features and other
design elements or features designed to engage with retail investors. In this regard, please
expand on your disclosure on page 190 regarding your incentive programs to incentivize
Monex users to trade on Coincheck.
Please also address the following, without limitation, in your revised disclosure:
•specifically describe the analytical and technological tools and methods you use in
connection with such practices and your use of technology to develop and provide
investment education tools;
•clarify whether any of such practices encourage retail investors to trade more often,
invest in different crypto assets or change investment strategies;
•clarify whether you use any optimization functions (e.g., to increase platform
revenues, data collection and customer engagement). To the extent your use of any
optimization functions may lead to potential conflicts between your platform and
investors, please add related risk factor disclosure; and
•describe in greater detail your data collection practices or those of your third-party
service providers.
4.Please be advised that we have referred this filing to the Division of Trading and Markets.
There may be further comment upon conclusion of their review.
Summary of the Proxy Statement/Prospectus, page 10
5.Please revise your summary section to summarize the extensive regulatory regimes to

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which you are subject to and expand your disclosure regarding the risks and uncertainties
inherent in your business.
Parties to the Business Combination
Thunder Bridge, page 10
6.We note your disclosure that the Over-Allotment Units and the Private Placement Units
were sold at $10.00 per unit. In light of that, please confirm whether the proceeds of the
Over-Allotment Units should be $11,527,840 and the proceeds of the Private Placement
Units should be $230,550 and if so, revise the disclosure.
Organizational Structure following the Business Combination, page 13
7.Please revise to include the defined names of each entity in the organizational diagrams
prior to and following the business combination.
Questions and Answers About the Business Combination, page 26
8.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the Sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material. In this regard we
note your disclosure on page 35.
9.We note your disclosure on pages 35 and 36 and under "Conflicts of Interest" beginning
on 233 of a variety of potential conflicts of interest that exist or may emerge between the
sponsor and the company’s officers and directors on one side, and the company and its
public shareholders on the other. Please clarify how the board considered those conflicts
in negotiating and recommending the Business Combination.
10.We note your disclosure of a "Minimum Cash" Condition on page 28. Please clarify the
"Minimum Cash" threshold.
11.We note your disclosure on page 30 that the Sponsor and your officers and directors have
agreed to waive their redemption rights. Please describe any consideration provided to
Thunder Bridge's officers and directors in exchange for this agreement.
What equity stake will current Thunder Bridge stockholders, page 28
12.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by expanding your sensitivity
analysis to show a range of redemption scenarios, including minimum, maximum and
interim redemption levels. Please revise to disclose all possible sources and extent of
dilution that shareholders who elect not to redeem their shares may experience in
connection with the business combination. Provide disclosure of the impact of each
significant source of dilution, including the amount of equity held by founders,

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convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions. Please also revise the table on the cover page accordingly.
Proposals to be Submitted at the Stockholders Meeting , page 39
13.Please include structure charts showing the ownership of Thunder Bridge Capital Partners
IV, Inc. and Coincheck, Inc., prior to the Business Combination, as well as an
intermediate chart showing the reorganization and share exchanges involved in the
Business Combination. In addition, please revise the post-Business Combination structure
chart on page 13 to show ownership percentages under a no redemption scenario. If
accurate, please revise the post-Business Combination structure chart on page 13 and the
table on page 28 to refer to "Monex Group, Inc.", as opposed to "Former Coincheck
Equityholders" as the holder of 83% of the Post-Combination Company.
Our total revenue is substantially dependent on the prices of crypto assets, page 45
14.Please revise here and in the summary to update your disclosure and discuss the impact
of the recent declines in prices of crypto assets that you support.
Risks Relating to Coincheck's Business and Industry
A crypto asset's status as a "security" in any relevant jurisdiction, page 53
15.We note your disclosure that "If Bitcoin, Ethereum, or any other crypto asset supported on
our trading platforms is deemed to be a security under the laws of foreign jurisdictions,
including the United States, it may have adverse consequences for the market for such
supported crypto asset." In light of this, please add disclosure regarding your continued
offering of XRP on your platform and any adverse consequences resulting from the SEC’s
complaint against the promoters of XRP alleging that they raised more than $1.3 billion
through XRP sales that should have been registered under the federal securities laws but
were not.
We compete against a growing number of decentralized and noncustodial platforms, page 53
16.Please revise to further describe the benefits of non-custodial and decentralized platforms
versus Coincheck's platform, beyond low start-up costs. In particular, please describe
whether transactions on such platforms may be faster, less expensive or more private than
those conducted through Coincheck.
The loss or destruction of private keys required to access any crypto assets, page 56
17.Please disclose if you have any obligations to your securities or crypto asset account
holders in the event of loss or fraud. In so doing, please expand your discussion of
lawsuits you faced in the wake of the "NEM hacking incident," where 500 million of
NEM, worth approximately US$400 million, were lost from your platform, and refer to
the incident under the risk factor captioned "Risks Relating to Crypto Assets-Due to

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unfamiliarity and some negative publicity associated with crypto asset platforms..." where
you discuss significant hacking incidents on page 62. Please also revise your summary
risk factor disclosure to specifically address the NEM hacking incident.
Many of our customers are first-time users, page 57
18.We note your disclosure that you have seen a significant increase in the number of new
accounts opened by first-time investors in the years ended March 31, 2020 and 2021.
Please quantify your new accounts opened for the periods presented.
We are exposed to credit risks for cryptocurrency exchange brokers, page 68
19.Please revise to identify any cryptocurrency exchange broker for which you have or may
have any material credit risk exposure.
Risks Related to Thunder Bridge and the Business Combination, page 71
20.Please disclose the material risks to public warrant holders, in particular those arising
from the differences between private placement warrants and public warrants.
21.We note your disclosure on page 77 that you waived the corporate opportunities doctrine.
Please address this potential conflict of interest and whether it impacted your search for an
acquisition target.
22.Please reconcile your risk factor caption on page 79 that "Thunder Bridge does not have a
specified maximum redemption threshold" with your statement that "in no event will
Thunder Bridge redeem Public Shares in an amount that would cause its net tangible
assets to be less than $5,000,001 upon the consummation of the Business Combination."
Thunder Bridge stockholders.... will exercise less influence over management, page 78
23.Please revise to define the term “2022 Plan.”
Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Balance Sheet, page 124
24.We note your disclosure in footnote F related to the recognition of Earn-Out shares as a
liability measured at fair value.  Please provide us your accounting analysis related to the
Coincheck Shareholder and Sponsor Earn-Out arrangements.  Specifically, tell us how
you considered whether the arrangements were in the scope of IFRS 2 and how you
considered the impact of service or vesting conditions on your recognition and
measurement.
Certain Historical and Prospective Financial Information, page 139
25.We note the reference in the section heading to "Prospective Financial Information"
provided to the Thunder Bridge board as well as a reference to "projections" in the
paragraph below.  Please tell us, and revise your disclosure to clarify, whether any

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projections or other prospective financial information was provided to or considered by
the Thunder Bridge board in connection with the board's consideration of the business
combination transaction.
The Business Combination Agreement
Closing Conditions, page 157
26.Please confirm, if true, that all conditions to closing under the Business Combination
Agreement may be waived by the affected party. If not, please revise to identify which
closing conditions may be waived, and which may not.
Overview, page 179
27.Please provide narrative disclosure that explains the customer journey on Coincheck’s
platform. In your revised disclosure, please:
• Explain how an account is verified and funded (including AML/KYC process,
expanding on your reference to "robust KYC/AML and compliance infrastructure" on
page 179);
• Describe all of the steps that occur once an account is funded leading up to and through
the completion of a trade;
• Identify who has custody of any funds going out to fund a transaction;
• Identify who has custody of any asset, digital or otherwise, that goes back to a
customer’s brokerage account; and
• Clarify the extent of regulatory approvals to perform these tasks.
28.Please confirm whether 100% of your customer base is located within Japan. If not, please
provide a breakdown of the location of accounts held by users outside of Japan, and
discuss any trends in account openings and behavior. Please also disclose whether all
Coincheck products and services, including Coincheck Lending and the NFTs, are
available to all customers regardless of jurisdiction, or any limitations on offerings in
certain jurisdictions. Please disclose how Coincheck ensures compliance with laws and
regulations in the various jurisdictions in which it operates or offers products and services.
29.Please expand your disclosure regarding Coincheck’s crypto assets business to clearly
describe the following:
•Coincheck’s key products, services, product families and their markets and
customers;
•distribution methods of the products or services;
•status of any publicly announced new product or service;
•Coincheck’s competitive position in the industry and methods of competition;
•whether the crypto assets