Coincheck Group N.V. - Post-Effective Amendment No. 1 to Form F-1 - Registration Statement Under the Securities Act of 1933

Oct 12, 2026

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Post-Effective Amendment No. 1 to Form F-1 filed with the U.S. Securities and Exchange Commission on August 28, 2025 by Coincheck Group N.V. updates and amends the previously filed Registration Statement. The filing includes revised disclosures covering the business and financial condition, audited financial statements as of March 31, 2025, and unaudited financial statements as of June 30, 2025. It also updates prospectus information and selling securityholders’ shares to reflect subsequent sales or dispositions, while stating no additional securities are registered.

LanguageEnglish

CategoryForms

FormatPDF

Pages244

Reading Time1 h 25 min

AccessFree to download

EXPLANATORY NOTE

SUBJECT TO COMPLETION, DATED AUGUST 28, 2025

PRELIMINARY PROSPECTUS

COINCHECK GROUP N.V.

Primary Ofering of 4,860,148 Ordinary Shares Underlying Warrants

Secondary Ofering of

As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. 333-284537 | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-1
REGISTRATION STATEMENT Under The Securities Act of 1933
COINCHECK GROUP N.V.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
__________________________________________
The Netherlands 6199 Not Applicable | | | | --- | --- | --- | | (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | | Coincheck Group N.V.
Nieuwezijds Voorburgwal 162
1012 SJ Amsterdam
The Netherlands
Jason Sandberg, Chief Financial Officer
[coincheckIR@icrinc.com](coincheckIR@icrinc.com)
+31 20-522-2555
(Address, including zip code, and telephone number, including area code, of Registrant’s principal
executive offices) | | | | Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service) | | | | Copies to: Mark Brod Takahiro Saito
Jonathan G. Stradling Simpson Thacher & Bartlett LLP
425 Lexington Avenue New York, NY 10017 Telephone: +1-212-455-2000 | | | | Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 . Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U. S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ | | | | † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, or SEC, acting pursuant to said Section 8(a), may determine. | | | Table of Contents EXPLANATORY NOTE Coincheck Group N.V., a Dutch public limited liability company (naamloze vennootschap) filed a registration statement with the Sec

FAQs

What filing was submitted to the SEC, and when?

Coincheck Group N.V. submitted Post-Effective Amendment No. 1 to Form F-1 to the SEC on August 28, 2025.

Why was Post-Effective Amendment No. 1 filed?

It was filed to include updated information about the business and financial condition and results of operations, including financial statements and certain prospectus disclosures and selling securityholder information.

Does the amendment register additional securities?

No. The filing states that no additional securities are being registered under Post-Effective Amendment No. 1.

Oct 12, 2026

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