Coincheck Group N.v.NASDAQ: CNCK

Dutch Annual Report for the financial year ended March 31, 2026 (Coincheck Group Dutch annual report Mar2026)

Aug 21, 2026 at 4:13 AM UTC · Issued by Coincheck Group N.V.

Watch Coincheck explain itCoincheck Group N.V. (CNCK) Q1 2027 Earnings Call · Replay · Aug 6

Coincheck Group N.V. Dutch Annual Report for the financial year ended March 31, 2026 August 12, 2026 Amsterdam

Table	of contents
PART	1: THE BOARD REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.1	Preparation of the report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.2	List of defined terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2	OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
2.1	The history of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
2.2	The business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
2.3	Products and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
3	OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
3.1	Review of the financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
	3.1.1 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
	3.1.2 Monthly KPIs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
	3.1.3 Key Business Metrics and Trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
	3.1.4 Factors Affecting Our Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
	3.1.5 Components of Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
	3.1.6 Historical Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
	3.1.7 Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
	3.1.8 Contractual Obligations and Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
	3.1.9 Off-Balance Sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
	3.1.10 Critical Accounting Policies and Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
	3.1.11 Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
	3.1.12 Trend Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
	3.2 Expected future developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
	3.2.1 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
	3.2.2 Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
	3.2.3 Staffing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
	3.2.4 Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
	3.3 Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
	3.3.1 Risks relating to our business, the crypto industry, and crypto assets . . . . . . . . . . . . . . . . . . .	34
	3.3.2 Risks relating to third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67
	3.3.3 Risks relating to intellectual property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70
	3.3.4 Risks relating to our employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
	3.3.5 Risks relating to our Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
	3.3.6 Risks relating to tax matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79
	3.3.7 Risks relating to our organization in the Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81
	3.3.8 General risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	82
	3.4 Risk management and appetite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
	3.4.1 General risk assessment and management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
	3.4.2 Operational risks, including cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
	3.4.3 Strategic risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
	3.4.4 Financial and market risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
	3.4.5 Compliance risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	90
4	CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	90
	4.1 Sustainable long-term value creation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	90
	4.2 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	90
	4.3 Environmental matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
	4.4 Diversity & Inclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
	4.5 Stakeholder engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
5	CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	93

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
1. One-tier Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
2. Composition, nomination, appointment suspension and dismissal of the Board . . . . . . . . . . 94
3. Current Board and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
4. Board Regulations and Board decision-making . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
5. Conflicts of interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
6. Transactions with major shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
7. Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
8. D&I Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
2. Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
3. Voting rights and quorum at General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
4. Quorum requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
Share capital of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
The Company's values and compliance with the Code of Business Conduct and Ethics . . . . . 109
1. Code of Business Conduct and Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
2. Diversity and inclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Compliance with the Dutch Corporate Governance Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

REPORT OF THE NON-EXECUTIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
1. Involvement of Non-Executive Directors in the Company's strategy . . . . . . . . . . . . . . . . . . . . . . . 112
2. Board meetings and attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
3. Independence of the Non-Executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
4. Evaluation of the Board, the committees and the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
STATEMENT BY THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
REMUNERATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
2. Remuneration Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
  1. Remuneration of Executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
  2. Remuneration of Non-Executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
3. Remuneration for the financial year ended March 31, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
  1. Executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
  2. Non-Executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
  3. Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
  4. Total remuneration paid to the Board and Senior Management of the Company . . . . . . . . . . 124
  5. Pay ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

9	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . .	127
9.1	Major shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	127
9.2	Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	128
PART 2:	FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
PART 3:	OTHER INFORMATION AND AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	207
1	STATUTORY RULES REGARDING APPROPRIATION OF PROFITS . . . . . . . . . . . . . . . . . . . . . . .	207
2	SPECIAL VOTING RIGHTS, NON-VOTING SHARES, SHARES WITH LIMITED ECONOMIC	208
RIGHTS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDEPENDENT AUDITOR'S REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	209
3	CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS . . . . . . . . . . . . . . .	220

‌PART 1: THE BOARD REPORT

‌INTRODUCTION
1. ‌Preparation of the report
  This annual report (the "Annual Report") has been prepared by the management of Coincheck Group N.V. (the "Company") and has been approved by the board of directors of the Company (the "Board"). This Annual Report contains, among other things, (i) the board report (the "Board Report") pursuant to Section 2:391 of the Dutch Civil Code ("DCC"), (ii) information to be added pursuant to the Dutch Corporate Governance Code (which includes the Report of the Non-Executive Directors), (iii) the Company's Dutch statutory annual accounts as defined in Section 2:361(1) DCC and (iv) the information required by Section 2:392 DCC (to the extent relevant).
  The consolidated financial statements as of March 31, 2026 and 2025 have been prepared in accordance with the International Financial Reporting Standards, adopted by the European Union ("IFRS") and Title 9 of Book 2 of the DCC, and in its presentation and reporting currency of Japanese yen ("¥"). The separate financial statements for Coincheck Group N.V. are prepared in accordance with Dutch GAAP and the presentation and reporting currency is United States Dollars.
  The report of the Company's independent auditor, KPMG Accountants N.V., is included in Part 3, Section 3 of this Annual Report.
2. ‌List of defined terms
  Throughout this Annual Report, unless otherwise designated or the context requires otherwise, the terms "we," "us," "our," "the Group" and "our company" refer to Coincheck Group N.V. and its subsidiaries, which prior to the Business Combination was the business of Coincheck, Inc.; and "the Company" refers to Coincheck Group N.V., and not to any of its subsidiaries.
  Term Definition
  ¥ : Japanese yen.
  3iQ : Collectively, 3iQ Digital Holdings Inc., a company under the federal laws of Canada, its principal operating subsidiary 3iQ Corp., and its other subsidiaries, direct and indirect. 3iQ became a subsidiary of Coincheck Group at close-of-business Saturday, February 28, 2026.
  3iQ Acquisition Agreement : Sale and Purchase Agreement, dated January 8, 2026,
  among Monex, the Company, and certain other parties, pursuant to which the Company acquired from Monex and certain minority shareholders approximately 99.8% beneficial ownership and control of 3iQ.
  Altcoin : A term sometimes used to refer to a cryptocurrency other than Bitcoin.
  AMF : The French Authority for the Financial Markets, the
  Autorité des Marchés Financiers.
  Annual Report : This annual report.
  Aplo : Aplo SAS, a simplified joint stock company under the laws of France and a licensed MiCA Crypto-Asset Service Provider, is a crypto prime brokerage for institutional investors and a subsidiary of the Company since October 2025.
  Aplo Acquisition Agreement : Share Contribution and Transfer Agreement, dated August
  27, 2025, and completed October 14, 2025, among the Company and the holders of all of the then-issued shares of Aplo, relating to the acquisition by the Company of all of the issued shares of Aplo.
  APPI : Act on the Protection of Personal Information. Articles of Association : The articles of association of the Company.
  AUM : Assets Under Management
  Audit Committee : The Board's audit committee.
  Bitcoin, or BTC : The first system of global, decentralized, scarce, digital money as initially introduced in a white paper titled "Bitcoin: A Peer-to-Peer Electronic Cash System" by Satoshi Nakamoto.
  Blockchain : A cryptographically secure digital ledger that maintains a
  record of all transactions that occur on a network and follows a consensus protocol for confirming new blocks to be added.
  Board : The board of directors of the Company.
  Board Regulations : Regulations dealing with the Board's internal organization,
  the manner in which decisions are taken, the place and manner in which Board meetings are held, the composition, the duties and organization of committees of the Board and any other matters concerning the Board, the Executive Directors, the Non-Executive Directors and committees established by the Board.
  Board Report : This board report pursuant to Section 2:391 of the DCC.
  Business Combination : The business combination with, amongst others, Thunder
  Bridge, effected on December 10, 2024.
  Business Combination Agreement : The business combination agreement, dated as of March
  22, 2022, as amended, relating to the Business Combination.
  CaaS : Crypto-as-a-Service, more specifically, white-label or co-
  branded offerings or similar distribution arrangements with third-party firms who need crypto-asset trade execution and settlement, and/or custody, from a licensed crypto-asset provider so that they may offer crypto asset investments to their customer bases, sometimes also referred to as a type of B2B2C (business-to-business-to-customer) relationship.
  CAESP : Crypto Asset Exchange Service Provider.
  CEO : Chief Executive Officer.
  Coincheck : Coincheck, Inc.
  Coincheck NFT Marketplace : Coincheck's service available to customers that enables
  non-fungible tokens (NFTs) to be purchased.
  Cold wallet : Sometimes also described as cold storage, the storage of private keys in any fashion that is disconnected from the internet in order to protect data from unauthorized access. Common examples include offline computers, USB drives or paper records.
  Company : Coincheck Group N.V., excluding any of its subsidiaries. Compensation Committee : The Board's compensation committee.
  Cover transactions : Transactions executed by us with a party on an external exchange (which, for these purposes, includes for Coincheck the Exchange platform) or market maker that is connected via to our systems, in order to offset our own positions or reduce our exposure arising from transactions in crypto assets with customers using Coincheck's Marketplace Platform or Aplo's platform for brokerage services.
  Crypto : A broad term for any cryptography-based market, system,
  application, or decentralized network.
  Crypo asset : A digitally transferable representation of value or rights that is not denominated in fiat currency, and that is not considered a security or financial instrument under applicable law.
  Cryptocurrency : Bitcoin and altcoins - crypto assets designed to function as
  a medium of exchange or store of value.
  Customer assets : Cryptocurrencies held for customers + fiat currency deposited by customers. For the avoidance of doubt, "customer assets" do not include NFTs and, for Aplo's customer deposits, include stablecoins.
  Customers, or users : Parties who hold accounts and utilize the services provided
  on crypto asset platforms. This definition, as used in the description of our business, generally does not include cover counterparties, and thus such definition differs from the definition of "customer" under IFRS 15. Notwithstanding the foregoing, for purposes of the Company's audited financial statements included elsewhere in this report, customer refers to customers that meet the definition under IFRS 15, including the parties described in the preceding paragraph as well as cover counterparties.
  D&I : Diversity and Inclusion.
  D&I Policy : the Company's diversity and inclusion policy.
  DCC : Dutch Civil Code.
  DCGC : Dutch Corporate Governance Code.
  Director : A member of the Board.
  ESG : Environmental, Social and Governance.
  Ethereum and Ether (ETH) A decentralized global computing platform that supports
  smart contract transactions and peer-to-peer applications, as well as the native crypto assets, such as Ether (ETH), on the Ethereum network.
  Exchange Act : The U.S. Securities Exchange Act of 1934, as amended.
  Exchange platform : Coincheck's exchange platform, targeted to more sophisticated crypto investors and traders, which facilitates crypto asset purchase and sale transactions between customers generally on a no-fee basis, and on which Coincheck from time to time purchases or sells crypto assets to help support the covering of transactions on its Marketplace Platform.
  Executive Director : An executive director of the Board, that is, together with the
  other executive directors of the Board, primarily responsible for all day-to-day operations of the Company.
  FIEA : Japan's Financial Instruments and Exchange Act.
  Fork : A "soft" fork aims to be a backward-compatible upgrade to a blockchain, allowing nodes running older versions to still validate new transactions. A "hard" fork is a non-backward-compatible change that requires all nodes to upgrade to the new version, often resulting in a permanent split in the blockchain which results in two different blockchains, the original, and the new version, resulting in the creation of a new token.
  FPI : Foreign Private Issuer.
  FTX : FTX Trading Ltd.
  Group : Coincheck Group N.V. and its subsidiaries.
  Hot wallet : A wallet that is connected to the Internet, enabling it to broadcast transactions.
  IEO : Initial exchange offering.
  IFRS : The international financial reporting standards issued by the International Accounting Standards Board and adopted by the European Union.
  IT : Information Technology.
  JFSA : Japanese Financial Services Agency.
  JVCEA : Japan Virtual and Crypto Assets Exchange Association.
  KDDI : KDDI Corporation, a Japanese corporation listed on the Tokyo Stock Exchange and headquartered in Tokyo, Japan, a major Japanese telecommunications company that provides mobile communications, digital entertainment, and integrated finance and energy services.
  KDDI Investment Agreement : Share Subscription and Investor Rights Agreement, dated
  May 12, 2026, between the Company and KDDI, pursuant to which KDDI subscribed for 28,536,516 Ordinary Shares (which constituted approximately 14.9% of the issued and outstanding shares upon closing of the subscription) for a subscription price of USD 2.28 per share, an aggregate subscription price of $65,063,256, which, upon completion, made KDDI the owner of approximately 14.9% of the issued and outstanding Ordinary Shares. The subscription was completed in June 2026.
  KDDI Nominee : The nominee to serve as a Non-Executive Director of the Company, which KDDI has the right to designate pursuant to, and subject to the terms and conditions of, the KDDI Investment Agreement.
  Marketplace Platform : Coincheck's platform, and the related business of
  Coincheck, that supports, as of March 31, 2026, 33 different cryptocurrencies (34 as of the date of this report), and is used primarily by retail customers to buy and sell the supported cryptocurrencies.
  Mercoin : Mercoin, a subsidiary of Mercari, Japan's largest community-powered marketplace app.
  MiCA : The European Union's Market in Crypto Assets Regulation.
  Miner : Individuals or entities who operate a computer or group of computers that add new transactions to blocks and verify blocks created by other miners. Miners collect transaction fees and are rewarded with new tokens for their service.
  Mining : The process by which new blocks are created, and thus
  new transactions are added to the blockchain.
  Monex : Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) listed on the Tokyo Stock Exchange.
  Nasdaq : Nasdaq Global Market.
  Network : Also sometimes referred to as a crypto network, cryptocurrency network or blockchain network, a system of interconnected computers that records and verifies cryptocurrency transactions, including the collection of all miners that use computing power to maintain the ledger and add new blocks to the blockchain.
  Next Finance : Next Finance Tech Co., Ltd.
  Nominating and Corporate Governance Committee
  : The Board's nominating and corporate governance committee.
  Non-Executive Director : A non-executive director of the Board that, amongst others,
  oversees (i) the Executive Directors' policy and performance of duties and (ii) the Company's general affairs and its business, and renders advice and direction to the Executive Directors.
  non-fungible token, or NFT : A unique and non-interchangeable unit of data stored on a
  blockchain which allows for a verified and public proof of ownership, first launched on the Ethereum blockchain.
  On-chain : A type of crypto transaction that is directly recorded as
  data on a blockchain. A type of transaction that is not directly recorded on a blockchain is referred to as "off-chain".
  Ordinary Share : An ordinary share in the Company's share capital with a
  nominal value of EUR 0.01.
  Private warrants : Warrants, issued by the Company, and held by Thunder Bridge Sponsor.
  Protocol : A type of algorithm or software that governs how a
  blockchain operates.
  PSA : Payment Services Act.
  Public key or private key : Each public address is associated with a cryptographic key
  pair consisting of a private key and a corresponding public key derived from it. The private key enables the holder to authorize transactions and control access to crypto assets associated with the address, while the public key is used to verify transaction signatures. Public addresses are derived from public keys and function as identifiers for receiving crypto assets.
  Public warrants Warrants, issued by the Company, and traded on Nasdaq
  under the symbol "CNCKW".
  Risk Committee : The Board's risk committee.
  RSUs : Restricted share units.
  SAB : Staff Accounting Bulletin issued by the staff of the SEC.
  SEC : The United States Securities and Exchange Commission. Senior Management : The senior management of the Company, comprising the
  Company's key executive officers and management personnel excluding Directors.
  Securities Act : the United States Securities Act of 1933, as amended.
  Smart contract : Software that digitally facilitates or enforces a rules-based agreement or terms between transacting parties.
  SOX : Sarbanes-Oxley Act of 2002.
  Thunder Bridge : Thunder Bridge Capital Partners IV, Inc. a corporation under the laws of the State of Delaware, United States of America.
  Thunder Bridge Sponsor : TBCP IV, LLC, a limited liability company under the laws of
  the State of Delaware, United States of America.
  USD, US$ or $ : United States Dollar.
  Wallet : A place to store public and private keys for crypto assets.
  Warrants : The Public Warrants and Private Warrants, collectively.
  XRP : XRP, the cryptocurrency launched by Ripple Labs.
‌OUR BUSINESS
1. ‌The history of the Group
  The Company operates in the crypto asset and Web3 domains, and is the parent company of Coincheck, Inc., which operates the regulated crypto asset trading service "Coincheck" in Japan.
  The Coincheck-branded business was initially launched in 2012 by ResuPress K.K., which in 2017 changed its corporate name to Coincheck, Inc. ("Coincheck"). In April 2018, Coincheck was acquired by Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) listed on the Tokyo Stock Exchange ("Monex") for ¥3.6 billion. After the acquisition, Monex worked closely with the Japanese Financial Services Agency (the "JFSA") to implement heightened security measures and better corporate governance, including engagement of a financial cybersecurity consulting firm to conduct a holistic review, appointment of new directors, corporate auditors and executive officers, and improvements to compliance and risk management. Coincheck also joined with the 16 domestic cryptocurrency exchanges in operation in Japan as of March 2018 to form the Japan Virtual and Crypto Assets Exchange Association (the "JVCEA") in order to strengthen rules in the industry to reduce the risk of future similar incidents. In January 2019, after significant improvements to Coincheck's risk management and governance systems were completed, Coincheck received a license as a crypto asset exchange service provider from the JFSA and registered with the Kanto Financial Bureau under the Payment Services Act ("PSA"), and also became a member of the Japan Cryptoasset Business Association. Since the 2018 acquisition by Monex, Coincheck has actively worked, and intends to continue to actively work, with all applicable regulators to improve the regulatory standards of crypto assets in Japan and, in that regard, Coincheck's chairman and representative director has served and continues to serve as a director of the JVCEA.
  We decided in 2022 to take steps toward becoming a publicly traded company with shares listed on either Nasdaq or NYSE. On December 10, 2024, the Company converted into its current legal form in connection with a business combination with, amongst others, Thunder Bridge Capital Partners IV, Inc. ("Thunder Bridge"), a corporation under the laws of the State of Delaware, United States of America (the "Business Combination"). The ordinary shares in the share capital of the Company ("Ordinary Shares") are listed on the Nasdaq Stock Market ("Nasdaq") and began trading on December 11, 2024 under the symbol "CNCK". Following the Business Combination, M1 Co G.K., a Japanese limited liability company (godo kaisha), was a direct, wholly owned subsidiary of the Company and the sole shareholder of Coincheck, but, on June 20, 2025, was merged into Coincheck, resulting in the Company becoming the sole shareholder of Coincheck.
  In March 2025, the Company acquired Next Finance. Next Finance, headquartered in Tokyo, Japan, is a blockchain infrastructure company focused primarily on staking services technology.
  In October 2025, the Company acquired Aplo SAS ("Aplo"). Aplo, headquartered in Paris, France, is a crypto prime brokerage for institutional investors that has built an innovative, proprietary institutional trading application and supporting infrastructure, combining algorithmic execution and unified access to deeper liquidity.
  Effective March 1, 2026, the Company acquired approximately 99.8% beneficial ownership of 3iQ. 3iQ, based in Ontario, Canada, is one of the world's leading alternative digital asset managers. Pursuant to the 3iQ Acquisition Agreement, based on an agreed value for 3iQ of $111,840,476, and an agreed value for the Company of $4.00 per Ordinary Share, all issued and outstanding shares beneficially owned by Monex in
  3iQ's holding company, constituting approximately 97% beneficial ownership of 3iQ, were exchanged for 27,149,684 newly issued Ordinary Shares, and all issued and outstanding shares beneficially owned by three minority shareholders, constituting approximately 2.8% beneficial ownership of 3iQ, were exchanged for 761,161 newly issued Ordinary Shares.
  In June 2026, KDDI made a strategic investment in the Company and became, upon completion of the transaction, the owner of approximately 14.9% of the Company's issued and outstanding Ordinary Shares. Pursuant to the KDDI Investment Agreement, KDDI subscribed for 28,536,516 Ordinary Shares for a subscription price of USD 2.28 per share, an aggregate subscription price of $65,063,256. KDDI, a Japanese corporation listed on the Tokyo Stock Exchange and headquartered in Tokyo, Japan, is a major Japanese telecommunications company that provides telecommunications services, finance and, energy, IoT services for connected cars, and data center connectivity. Concurrently with the signing of the KDDI Investment Agreement, Coincheck entered into a business alliance agreement with KDDI focused on collaborative initiatives aimed at expanding the digital asset market in Japan, including through mutual customer referral programs and related revenue sharing and referral fees.
  As of the date of this report, the Group's corporate organizational structure is as follows: (i) the Company is the publicly traded holding company; (ii) Coincheck is the Company's principal operating subsidiary; (iii) Next Finance, a small private Japanese company engaged in a crypto staking platform service business, acquired by the Company in March 2025, is an operating subsidiary of the Company; (iv) Aplo, acquired by the Company on October 14, 2025, is an operating subsidiary of the Company; (v) 3iQ, acquired by the Company on March 1, 2026, is an operating subsidiary of the Company; and (vi) CCG Administrative Services, Inc., a Delaware corporation, provides certain administrative services to the Company.
2. ‌The business
  We have been for several years, and the Board believes we continue to be, a leader in the Japanese retail crypto asset industry. Now, with our recent acquisitions of 3iQ, Aplo and Next Finance, and the potential synergies they provide, our mission is to bring together retail scale, institutional capability and resilient infrastructure in one digital finance platform offering. Building upon our (1) leadership position and scale in Japan as a retail crypto asset exchange provider, (2) success as a pioneer in digital asset investment solutions, (3) robust prime brokerage technology and expertise that can serve institutional traders, and (4) staking and related technologies, we are working to expand into institutional services and digital asset infrastructure across multiple markets. Our initial focus will be Japan, the world's fourth largest economy, for project and service offerings that can include trade execution and settlement, custody, staking, and asset management. We seek to increase our share of the Japanese crypto asset market both organically through our Marketplace Platform and through non-retail channels, such as significant strategic partnerships, collaborations and distribution arrangements with large and medium-sized Japanese firms.
3. ‌Products and services
  As a licensed cryptocurrency exchange services provider in Japan, Coincheck's largest business activity is offering and maintaining accounts for retail investors in Japan to invest in cryptocurrencies using its Marketplace Platform, which supports the purchase and sale by our customers of 33 cryptocurrencies as of March 31, 2026 (and 34 as of the date of this report). In the years ended March 31, 2024, 2025 and 2026, 99.6%, 99.6% and 94.9%, respectively, of our total revenue consisted of transaction revenue generated from our Marketplace Platform, but we expect this percentage to decrease as a result of our recent
  acquisition of 3iQ and the shift in our business strategy toward non-retail generally. We also now offer staking rewards and, through our recent acquisitions of 3iQ and Aplo, crypto asset management services and a prime brokerage offering to institutional investors, which we intend to use as the basis for our shift in business strategy to expand by offering trade execution and settlement, custody, staking, and asset management services in CaaS and other strategic partnership relationships. There can be no assurance that any such expansion opportunity we explore will be successful.
‌OPERATING AND FINANCIAL REVIEW
1. ‌Review of the financials
  Unless the context otherwise requires, all references in this section to "the company", "we", "us", or "our" refer to Coincheck prior to the closing of the Business Combination and to the Group after closing of the Business Combination.
  The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this Annual Report. Our financial statements are prepared in accordance with IFRS and Title 9 of Book 2 of the DCC, which differ in certain significant respects from accounting principles generally accepted in other jurisdictions, including U.S. GAAP and Japanese GAAP. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of many factors, including those factors in this Annual Report set forth in the sections titled "Cautionary notice regarding forward looking statements" and "Risk factors", which you should review for a discussion of some of the factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report.
  1. ‌Overview
    We have been for several years, and believe we continue to be, a leader in the Japanese retail crypto asset industry. Now, with our recent acquisitions of 3iQ, Aplo and Next Finance, and the potential synergies they provide, our mission is to bring together retail scale, institutional capability and resilient infrastructure in one digital finance platform offering. Building upon our (1) leadership position and scale in Japan as a retail crypto asset exchange provider, (2) success as a pioneer in digital asset investment solutions, (3) robust prime brokerage technology and expertise that can serve institutional traders, and (4) staking and related technologies, we are working to expand into institutional services and digital asset infrastructure across multiple markets. Our initial focus will be Japan, the world's fourth largest economy, for project and service offerings that can include trade execution and settlement, custody, staking, and asset management. We seek to increase our share of the Japanese crypto asset market both organically through our Marketplace Platform and through non-retail channels, such as significant strategic partnerships, collaborations and distribution arrangements with large and medium-sized Japanese firms.
    You should note when reading this report that our mission statement speaks to a shift in our strategy that is weighted to a non-retail business focus for meaningful growth. Non-retail, as we view it for our business strategy, means any of the following: (a) crypto asset management (including sub-advisory) services, such as management of hedge funds and listed exchange-traded funds, and sub-advisory services to financial firms
    whose independent advisors are including crypto assets in portfolios being offered to their customer bases, (b) white-label or co-branded offerings or similar distribution arrangements with third-party firms who need cryptoasset trade execution and settlement, and/or custody, from a licensed crypto-asset provider so that they may offer crypto asset investments to their customer bases, which we sometimes refer to as CaaS (crypto-as-a-service) or B2B2C (business-to-business-to-customer) relationships, (c) crypto asset execution and settlement, and/or custody, services directly to firms or institutions as the end users, and (d) fee-generating activities, such as staking and crypto asset lending, that can be derived from our custody of customer assets.
    This Annual Report, however, including our consolidated financial statements, is mostly focused on our performance and results for our financial year ended March 31, 2026, as compared to our financial year ended March 31, 2025 and 2024 and our financial condition as of March 31, 2026 and 2025. We owned 3iQ for only one month during this period (March 2026) and Aplo for five-and-one-half months (mid-October 2025 through March 2026). The shift in our strategy that we have described is, therefore, not meaningfully reflected in the financial periods covered by this report, other than expenses and other matters related to the acquisitions of 3iQ, Aplo and Next Finance, and our financial results from our strategy shift, assuming it has meaningful success (about which no assurances can be given), may not be reflected in our financial results for the next 12 months or longer. We ask you to read both the strategy shift we have described in our mission statement, and this historical report, in such context.
    We offer our customers a multi-cryptocurrency marketplace, where we, after securing matching or offsetting orders of our customers or otherwise verifying sufficient liquidity, are the seller or buyer against our customers' executed orders. Our customers may also use our Exchange platform, which is targeted at more experienced cryptocurrency investors, where we do not act as buyer or seller, but only facilitate order books through which the buyer and seller transact directly with each other. We sometimes make purchases and sales on the Exchange platform to support liquidity for our transactions on the Marketplace Platform. We generally do not charge commissions or fees for use of our Exchange platform. On both platforms, in the aggregate (excluding purchases and sales we make on the Exchange platform), we had as of March 31, 2026, according to the JVCEA, a 28.6% market share in Japan by trading volume. We also had, according to the JVCEA, 17.9% of the market share for retail users by number of verified users in Japan.
    There have been a number of major crypto asset price cycles over the past decade, and price cycles continue to be volatile. Due to the highly volatile nature of crypto asset prices and trading activity, historically our operating results have fluctuated significantly from quarter to quarter in line with market sentiment and trading activity.
    For the year ended March 31, 2026, our marketplace trading volume was ¥313 billion. As of March 31, 2026 our verified users in Japan were 2.5 million, our customer assets were ¥728 billion, and our assets under management were ¥128.8 billion.
  2. ‌Monthly KPIs
    The below table shows Coincheck monthly operating data(1) from April 2023 through May 2026:
    April May June 2023
    (In millions, except number of verified
    users)
    Exchange trading volume ¥ 161,783 ¥ 149,721 ¥ 180,540
    Marketplace trading volume ¥ 10,699 ¥ 7,872 ¥ 11,659

Customer assets ¥ 350,930 ¥ 339,200 ¥ 362,199

Number of verified users 1,810,351 1,820,242 1,830,148

July August September October November December

					2023
				(In millions,	except number of verified		users)
Exchange trading volume	¥	153,038	¥	135,467 ¥	107,178 ¥	196,953 ¥	264,854	¥	291,973
Marketplace trading volume	¥	14,361	¥	11,060 ¥	9,140 ¥	16,365 ¥	18,190	¥	24,101
Customer assets	¥	377,833	¥	345,871 ¥	350,552 ¥	413,293 ¥	440,822	¥	468,418
Number of verified users	1,844,687		1,855,980		1,864,765	1,872,825	1,884,184	1,898,785
	January		February		March	April	May	June
					2024
				(In millions,	except number of verified		users)
Exchange trading volume	¥	343,495	¥	368,271 ¥	625,318 ¥	463,858 ¥	314,753	¥	271,697
Marketplace trading volume	¥	24,808	¥	31,101 ¥	55,205 ¥	28,222 ¥	23,112	¥	21,658
Customer assets	¥	476,128	¥	669,686 ¥	744,201 ¥	658,149 ¥	736,853	¥	747,891
Number of verified users	1,915,646		1,935,987 1,981,152			2,014,832 2,040,838		2,060,379

July August September October November December

2024

(In millions, except number of verified users)

Exchange trading volume ¥ 371,801 ¥ 411,847 ¥ 278,984 ¥ 324,265 ¥ 728,270 ¥ 621,559

Marketplace trading volume ¥ 22,724 ¥ 18,992 ¥ 13,412 ¥ 18,916 ¥ 50,404 ¥ 48,116

Customer assets ¥ 750,366 ¥ 635,917 ¥ 669,357 ¥ 735,675 ¥ 1,106,754 ¥ 1,142,223

Number of verified users 2,077,756 2,090,251 2,100,374 2,110,974 2,152,448 2,197,619

January February March April May June 2025

			(In millions,	except number of verified		users)
Exchange trading volume	¥ 595,094	¥	410,135 ¥	454,277 ¥	366,050 ¥	375,924	¥ 312,516
Marketplace trading volume	¥ 46,700	¥	25,629 ¥	19,637 ¥	21,672 ¥	21,333	¥ 18,525
Customer assets	¥ 1,285,614	¥	873,795 ¥	859,204 ¥	886,884 ¥	989,365	¥ 1,000,300
Number of verified users	2,258,295	2,278,320 2,291,103			2,302,376 2,325,978		2,351,223

July August September October November December

2025

(In millions, except number of verified users)

Exchange trading volume	¥ 388,372		¥ 318,561 ¥ 243,278 ¥ 461,342 ¥ 415,621					¥	332,623
Marketplace trading volume	¥	39,165	¥	29,146 ¥	26,358 ¥	35,996 ¥	29,023	¥	22,651
Customer assets	¥ 1,239,868		¥ 1,159,863 ¥ 1,189,218 ¥ 1,177,425 ¥ 1,005,468					¥	948,532
Number of verified users	2,378,672 January		2,400,859 February		2,421,080 March	2,442,923 April	2,460,621 May	2,475,345

2026

(In millions, except number of verified users)

Exchange trading volume ¥ 298,398 ¥ 295,094 ¥ 324,961 ¥ 171,122 ¥ 129,229

Marketplace trading volume ¥ 25,768 ¥ 24,143 ¥ 18,814 ¥ 21,603 ¥ 16,790

Customer assets ¥ 854,338 ¥ 695,190 ¥ 728,041 ¥ 796,469 ¥ 773,102

Number of verified users 2,498,597 2,513,639 2,527,772 2,538,851 2,547,147

1. Exchange trading volume includes trading between matched sellers and purchasers but does not include transactions in which we are a party (including our transactions with cover counterparties). Monthly exchange trading volume data reflects trading volume by sellers and purchasers on a gross basis, and is based on information that we are required to prepare for purposes of monthly reporting to the JVCEA using the calculation methods they prescribe.

‌Key Business Metrics and Trends

In addition to our financial results, we use these business metrics, and some of the components of them described below, to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions:

Verified Users

Verified users represent users who have fully completed the account-opening application procedures, including KYC procedures, with us. Accordingly, there should only be one account per user (which we sometimes refer to as a verified account). The verified user total is adjusted for accounts that are subsequently closed, but not for those that are inactive. These numbers are for Coincheck's retail business (and exclude Aplo, 3iQ or Next Finance). Our verified users increased sequentially for all quarters primarily due, we believe, to growth in our products and services and the overall increase in interest in BTC, ETH, XRP and other crypto assets in Japan. As of March 31, 2026, our number of verified users was approximately 2.5 million. Verified user metrics are used as a key performance indicator in our business management process because our current businesses principally serve retail users. We are able to compare our number of verified users against industry data compiled by the JVCEA to assess our competitive position. Our definition of verified users may be revised in the future if the industry data or metric used changes or there are changes in Japanese rules regarding approval of new users or accounts and how that should be defined.

Monthly Trading Users

Monthly trading users represent our verified users with at least one transaction (a purchase, sale, deposit or withdrawal) on either our Marketplace Platform or Exchange platform in the prior calendar month. We view them as the active users on our cryptocurrency exchanges. Monthly trading users drive retail trading volume, and growth in our monthly trading users has historically been correlated with both the price of BTC, ETH, XRP and other crypto assets and volatility within the crypto asset market. We have aimed to expand our revenue opportunities by, in recent years, adding new cryptocurrencies to give more investment options and by marketing cryptocurrency trading to retail investors.

Customer Assets (by Currency)

Customer assets consist of cryptocurrencies held for customers and fiat currency deposited by customers. Cryptocurrencies held for customers are a measure of the scale of total value held on our cryptocurrency exchanges as of the period indicated. We believe that customer assets reflect the trusted nature of our cryptocurrency exchanges and services. The value of our customer assets is driven by the price, quantity, and type of crypto assets held by customers. Customer assets include cash deposited by customers, which is segregated in a trust account with a trust bank, and customers' crypto assets that we hold in custody.

Because the amount and value of our customer assets are driven by multiple factors, some of which are market dependent, this metric has fluctuated in recent periods.

Trading Volume (by Cryptocurrency)

The trading volume of our Marketplace Platform customers is directly correlated with our revenue and is influenced by both price and volatility of BTC, ETH, XRP and other crypto assets. We have experienced periods of low and high trading volume, and therefore revenue, driven by periods of rising or declining crypto asset prices and/or lower or higher volatility within the crypto asset market. During periods of rising BTC prices and higher volatility, we have generally observed higher trading volume on both our Marketplace Platform and Exchange platform. There are a number of factors that contribute to changes in price and volatility of a given crypto asset, including, but not limited to: changes in the supply and demand for a particular crypto asset; crypto market sentiment; macroeconomic factors; utility of a particular crypto asset; and other events, such as exchange outages or social media commentary. Market participation by well-known investors can also affect consumer sentiment.

The following table shows the trading volume by currency on our Marketplace Platform for the financial years ended March 31, 2026, 2025 and 2024:

For the financial year ended March 31,

		2026		2025		2024
				(In millions)
BTC	¥	121,199		143,717	¥	106,976
ETH		130,325		78,468		63,711
XRP		34,767		55,644		20,729
IOST		530		3,016		5,450
ENJ		73		352		1,642
LTC		1,385		2,642		2,529
SAND		469		2,247		2,056
XLM		2,705		5,539		1,545
BCH		3,459		4,782		3,624
BAT		418		541		571
DOT		399		1,473		1,338
QTUM		303		733		560
MONA		102		435		509
LSK		234		174		484
SHIB		2,966		16,286		12,025
Others		13,268		21,478		10,816
Total	¥	312,599	¥	337,527	¥	234,566
Assets Under Management

Through our acquisition of 3iQ, which became effective on March 1, 2026, we entered the asset management business. Assets under management (AUM) is the principal driver of investment management fee revenue. As of March 31, 2026, 3iQ's AUM was ¥128.8 billion. For the year ended March 31, 2026, investment management fee revenue from 3iQ was ¥139 million, but this reflects only one month of our post-acquisition ownership.

IEO Revenue

We launched our IEO platform, Coincheck IEO, in July 2021, which was the first of its kind in Japan, and on which the first approved IEO in Japan was launched later that year. We charge fees to companies seeking to list on our exchange using our IEO platform, including a certain proportion of the tokens to be sold on the exchange. Commissions received from the issuer and customers, which are based on the fair value of the tokens at the time received, were ¥359 million, ¥397 million and ¥nil million, for the years ended March 31, 2026, 2025 and 2024, respectively. IEO-related commissions are recorded by us as commissions received.

‌Factors Affecting Our Results of Operations
The success and historical growth of our business as well as our financial condition and operating results have been and will continue to be affected by a number of factors, as described in more detail below.
Price and volatility of crypto assets
For the years ended March 31, 2026 and 2025, 94.9% and 99.6%, respectively, of our total revenue consisted of transaction revenue generated from trades with customers and cover counterparties on our Marketplace Platform business. As a result, our total revenue is highly correlated with the price and volatility of crypto assets. As earlier mentioned, there are a number of factors that contribute to changes in crypto asset prices and volatility, including, but not limited to: changes in the supply and demand for a particular crypto asset; overall crypto market sentiment; macroeconomic factors; the utility of a particular crypto asset; and other events, such as exchange outages, social media commentary, and government policies.
Adoption of crypto assets and offering of new crypto assets
Our financial performance has been dependent on the continued growth in interest for, and adoption of, crypto assets by retail investors in Japan. The number of crypto assets that are tradeable on our cryptocurrency exchanges has increased over time, and we offered 33 different crypto assets on our Marketplace Platform as of March 31, 2026. Over time, we have observed an overall positive trend in the total market capitalization of crypto assets, which indicates increased adoption. However, these historical trends are not indicative of future adoption, and it is possible that the adoption of crypto assets and blockchain technology may slow, decline, take longer to develop, or never be as broadly adopted as many anticipate, which would negatively impact our business and operating results.
Ability to competitively price our products and services
Our operating results for our retail business in Japan also depend on our ability to competitively price our products and services. Similar to other financial products, as the crypto asset industry matures we anticipate increased pressure on spreads and commission fees to emerge over time as new, and potentially larger and more established, financial institutions enter the market.
While we believe that we will be able to maintain our position as a trusted brand in Japan and continue to enhance our customer-value proposition and grow our scale, including growing our customer base, in order to offset the effects of any future price pressure on our fees, if we are unable to do so or if such price pressure emerges more rapidly than we anticipate our operating results may be adversely affected.
Marketing for our Marketplace Platform in Japan
Our primary means of marketing our Marketplace Platform in Japan has been digital marketing, which allows us to respond flexibly to the impact of changes in the market price of crypto assets. We use television advertisements only to the extent we believe those investments can produce a reasonable return within a reasonable period of time based on our estimated conversion ratio and other factors. Generally, we estimate our return of investment per marketing campaign, which is a primary factor in our decision as to whether launch the campaign.
We monitor our total marketing costs for customer acquisition (MCC), cost per acquisition (CPA) and customer payback to assess the effectiveness of our marketing. Relevant measures for recent periods are summarized below:
Revenue and Total MCC (Marketplace Platform)

Source: Coincheck Internal data.
1. The table above provides our total MCC, CPA, and customer payback for the periods from April 2023 to March 2026. The left bar for each quarter details our total marketing costs, whereas the right bar for each quarter details our customer payback amount for 24 months, including the month in which each customer completed the KYC process (and if 24 months have not passed, from the month in which each customer completed the KYC process to the end of March 2025), for the cohort of customers that were acquired within the quarter. The line above each set of bars provides our CPA for each given quarter. This number is derived by taking the MCC in a given period and dividing it by the total incremental customers that completed our KYC process in that respective quarter.
2. MCC and revenue in the table above also include items that are recognized as deductions from sales for accounting purposes.
3. For example, for the three months ended March 2024, our MCC totaled ¥261 million, representing a CPA of approximately ¥3,168. Customers acquired during this period subsequently generated cumulative net revenue of
  ¥1,529 million over the following 24 months. In the chart, the left bar for each quarter reflects the fixed MCC incurred
  during that period. The right bar represents the cumulative revenue generated by the corresponding customer cohort, measured over a 24-month period following acquisition (or through March 2026 for cohorts that have not yet reached 24 months). The stacked segments within each revenue bar illustrate the timing of revenue realization: gray (months 1-3), light blue (months 4-6), purple (months 7-9), and light green (months 10-24.
  The markets for crypto assets continue to evolve, and the number of new accounts opened in a certain period is heavily influenced by a variety of external factors, including price trends of the cryptocurrencies supported on our cryptocurrency exchanges and media coverage regarding crypto asset markets. Because of the volatility in markets for crypto assets and the highly variable nature of our advertising and promotion expenses, these historical metrics may be of limited value in predicting future performance for our Marketplace Platform. We expect to continue to consider the latest market trends, our financial condition and other factors, in addition to historical experience of marketing effectiveness in any given period, in determining appropriate levels of marketing expenditures. In addition, we plan to continue to invest in the development of and market new products and services.
  Regulation in Japan
  Our financial prospects and continued growth in Japan depend in part on our ability to continue to operate in a manner compliant with applicable regulations. Our business is subject to the oversight of numerous regulatory and self-regulatory agencies in Japan, including, but not limited to, JFSA and the JVCEA. We received our license as a crypto asset exchange service provider from the JFSA in January 2019.
  Our strategy is to continue to invest in our finance, legal, compliance, and security functions in order to remain at the forefront of crypto policy initiatives and regulatory trends in Japan and maintain our reputation and trust with customers and regulators. As the industry matures, we may experience fluctuations in our operating results as a result of changes in the law and regulations that are applicable to our business, which may limit our ability to support new blockchains and crypto assets and offer our products and services.
  Additionally, as a company with its shares registered with SEC and listed on Nasdaq, we are subject to certain reporting and regulatory requirements in the United States. In the United States, on January 21, 2025, the SEC announced the formation of the Crypto Task Force, chaired by SEC Commissioner Hester Peirce. Also in January 2025, the SEC released SAB No. 122, rescinding SAB No. 121, Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for Platform Users, which, until repealed, required an entity to record a liability to reflect its obligation to safeguard the crypto assets held for its platform users with a corresponding asset and required disclosures related to the entity's safeguarding obligations. SAB No. 122 is effective for annual periods beginning after December 15, 2024, and is required to be applied on a fully retrospective basis, with early adoption permitted. The Company early adopted SAB No. 122 in the financial year ended March 31, 2025 and therefore does not recognize the safeguard liabilities and corresponding safeguard assets in its consolidated statement of financial position.

‌Components of Results of Operations

Total revenue

Total revenue is generated from several distinct sources. The primary components include transaction revenue at Marketplace Platform business and transaction revenue from Aplo's prime brokerage services, staking revenue, commission received, investment management fee revenue (for the one month we owned

3iQ in the financial year ended March 31, 2026), and other revenue. We offered 33 different types of cryptocurrencies at our Marketplace Platform as of March 31, 2026, including BTC, ETH, XRP and other altcoins (altcoins have been an industry term for cryptocurrencies other than BTC). Our revenue is susceptible to significant fluctuations as trading volumes depend on cryptocurrency market volatility and prices, which ultimately impact how much revenue we earn. Additionally, if a type of cryptocurrency is purchased and settled by another type of cryptocurrency in a cover transaction, the settlement is treated as a sale transaction under IFRS 15 Revenue from Contracts with Customers. Consequently, the accounting treatment of this type of cover transactions results in higher reported gross revenue relative to the underlying customer transaction volume.

Transaction revenue

Transaction revenue from our Marketplace Platform business is derived from transactions with customers and cover counterparties. The table below shows this breakdown of transaction revenue for the financial years indicated:

For the financial year ended March 31,

		2026	2025	2024
Marketplace Platform business
Transaction revenue from customers	¥	239,195 ¥	243,696 ¥	158,733
Transaction revenue from cover counterparties		216,772	138,009	64,313
Transaction revenue - Institutional		19,867	-	-
Transaction revenue (total)	¥	475,834 ¥	381,705 ¥	223,046

Transaction revenue is recognized at the time the transaction is processed. We have experienced periods of low and high-trading volume, and therefore transaction revenue, driven primarily by periods of rising or declining BTC prices and/or lower or higher-cryptocurrency volatility. During periods of rising BTC prices and higher volatility, we have generally observed higher transaction revenue generated by our Marketplace Platform business.

Average spread

For customer purchase and sale transactions on our Marketplace Platform, Coincheck is always the seller to, and buyer from, the customer, and its compensation is in the form of a price spread. The spread we set is generally in a range of 0.1% to 5.0% of the transaction's asset value, and can change from time to time. For the financial year ended March 31, 2026, 2025 and 2024, our average spread (our fee) per transaction for our Marketplace Platform business was 3.28%, 3.49% and 3.45%, respectively. The changes in average spreads are due primarily to the change in the mix of cryptocurrencies being traded.

Commission received

Our commissions received have consisted primarily of remittance fees, deposit and withdrawal and transfer fees, custodial fees, commissions received from the issuer and subscribing customers in the IEO business, commissions that arise from transactions on the Coincheck NFT Marketplace, commissions that arise from transactions on our Exchange platform, and other commissions.

Investment management fee revenue

Investment management fee revenue consists of fees earned by 3iQ for providing asset management and sub-advisory services to the funds and accounts it manages. These fees are generally calculated as a contractual percentage of AUM and are recognized over the period during which the services are provided. Because we acquired 3iQ, which became effective on March 1, 2026, our consolidated results include investment management fee revenue only from March 1, 2026.

Expenses

Expenses consist of cost of sales and selling, general, and administrative expenses.

Cost of sales

Our cost of sales mainly consists of crypto assets once acquired from customers or cover counterparties on the Marketplace Platform or Exchange platform and from institutional customers and cover counterparties, and staking reward remittance to customers.

Selling, general, and administrative expenses

Personnel expenses and advertising and promotion expenses are the largest components of our selling, general, and administrative expenses. Our personnel expenses are expected to scale if and as our revenues grow. In addition, systems-related expenses are correlated with user numbers and trading volumes and incurred in order to support our mobile and desktop web applications and trading operation system.

Our other costs are relatively fixed in nature, which we believe allows us to target significant operating leverage through growth of our customer base. We believe that our expense structure enables us to be profitable, or minimize loss, even in periods with low trading volume.

Selling, general, and administrative expenses consist primarily of the following:

Personnel expenses. Personnel expenses consist of salaries and bonuses of our employees and share-based compensation for RSUs. Share-based compensation were granted to managing directors and officers, Directors and other qualified employees and non-employee consultants.
Advertising and promotion expenses. Advertising and promotion expenses primarily include expenses incurred for the advertising of our products in various media, including television, internet (including social media and online video-sharing platforms) and affiliate marketing programs.
Professional fees. Professional fees consist of legal, accounting and other consulting fees. Professional fees includes transaction expenses related to Company business acquisitions.
Communication expenses. Communication expenses include cloud service expenses such as Amazon Web Services.
Subcontract expenses. Subcontract expenses include outsourcing costs.

Selling, general, and administrative expenses also include depreciation and amortization, business management service fees, transaction related costs, subcontract labor costs, tax expenses, and other expenses.

Other Income and Expenses

Other income

Other income is revenue that is separate from the core operations of our business, such as exchange gain or other amounts outside of our primary business activities.

Other expenses

Other expenses consist primarily of exchange loss and disposals of intangible assets.

Financial Income and Expenses

Financial income

Financial income consists primarily of change in fair value of warrant liabilities.

Financial expenses

Financial expenses consist primarily of interest expenses and change in fair value of warrant liability.

‌Historical Results of Operations

Comparison of the year ended March 31, 2026, with the year ended March 31, 2025

The following table shows selected consolidated statements of profit or loss data for the years ended March 31, 2026 and 2025:

(In millions)		2026		2025
Revenue:
Revenue	¥	477,179	¥	383,205
Other revenue		3,065		125
Total revenue		480,244		383,330
Expenses:
Cost of sales		467,173		369,852
Selling, general and administrative expenses		14,492		14,458
Total expenses		481,665		384,310
Operating loss		(1,421)		(980)
Other income and expenses
Other income		660		22
Other expenses		(236)		(105)
Financial income		318		1,457
Financial expenses		(178)		(39)
Share of loss of equity-accounted investees, net of tax		(18)		-
Listing expense		-		(13,714)
Loss before income taxes		(875)		(13,359)
Income tax expense		958		991
Net loss for the year		(1,833)		(14,350)

For the financial year ended March 31,

Revenue. Revenue was ¥477,179 million in the year ended March 31, 2026, an increase of

¥93,973 million, or 25%, from ¥383,205 million in the year ended March 31, 2025. The increase was due mainly to increases in transaction revenue--institutional and revenue from cover counterparty transactions.

Other revenue. Other revenue was ¥3,065 million in the year ended March 31, 2026, an increase of ¥2,941 million, or 2361%, from ¥125 million in the year ended March 31, 2025. The increase was due mainly to staking revenue of ¥2,574 million and investment management fee revenue of ¥139 million.

Cost of sales. Cost of sales was ¥467,173 million in the year ended March 31, 2026, an increase of ¥97,321 million, or 26%, from ¥369,852 million in the year ended March 31, 2025. This increase was due mainly to increases in transaction revenue--institutional and revenue from cover counterparty transactions and staking reward remittances to customers.

Selling, general, and administrative expenses. Selling, general, and administrative expenses were

¥14,492 million in the year ended March 31, 2026, an increase of ¥34 million, or 0.2%, relatively flat, from

¥14,458 million in the year ended March 31, 2025. The relatively flat year-over-year result reflects significant offsetting movements. Increases in expenses were due primarily to (i) share-based compensation of ¥1,320 million pursuant to RSUs issued pursuant to our Omnibus Incentive Plan (April 1, 2026 were the first issuances under that plan), (ii) higher operating costs from increased headcount and business expansion, including the addition of employees and operations from the 3iQ, Aplo, and Next Finance acquisitions, and (iii) higher professional fees as a listed company and related to the acquisitions. However, these increases were offset by the non-recurrence of ¥4,607 million of professional fees related to

the Company's de-SPAC Business Combination incurred in the year ended March 31, 2025, as well as a reduction of ¥397 million in management fees payable to Monex following the Company completing the Business Combination and being listed on Nasdaq in December 2024.

The following table shows selling, general and administrative expenses for the years ended March 31, 2026 and 2025 consist of the followings:

(Unit： In millions)		2026		2025
Personnel expenses	¥	5,121	¥	2,684
Advertising and promotion expenses		1,588		1,874
Professional fees		2,632		6,163
Communication expenses		1,282		786
Subcontract expenses		1,401		857
Depreciation and amortization		773		727
Business management fee		-		397
Transaction related costs		334		423
Subcontract labor costs		223		142
Tax expenses		426		100
Others		712		305
Total	¥ 14,492 ¥ 14,458

For the financial year ended March 31,

Operating loss. Operating loss was ¥1,421 million in the year ended March 31, 2026, compared to operating loss of ¥980 million in the year ended March 31, 2025, an increase in operating loss of ¥441 million. The increase in operating loss was caused primarily by an increase in cost of sales, partially offset by an increase in total revenue.

Other income. Other income was ¥660 million in the year ended March 31, 2026, an increase of

¥638 million, from ¥22 million in the year ended March 31, 2025. The increase related to other income of

¥239 million from the collection of NEM previously stolen from Coincheck's hot wallets; these assets had been seized by the public prosecutor and were returned pursuant to "Japan's Act on the Payment of Compensation for Criminal Damage Using Stolen and Misappropriated Property."

Other expenses.Other expenses were ¥236 million in the year ended March 31, 2026, an increase of ¥131 million, from ¥105 million in the year ended March 31, 2025. The increase relates primarily to capitalized software impairment cost of ¥197 million connected to a Coincheck development project that occurred during the year ended March 31, 2026.

Financial income. Financial income was ¥318 million in the year ended March 31, 2026, a decrease of ¥1,139 million, from ¥1,457 million in the year ended March 31, 2025. The decrease was due primarily to a lower fair value gain of the Company's warrant liability of ¥312 million in the year ended March 31, 2026 compared to ¥1,435 million in the year ended March 31, 2025.

Financial expenses. Financial expenses were ¥178 million in the year ended March 31, 2026, an increase of ¥138 million, from ¥39 million in the year ended March 31, 2025. The increase was due primarily to higher interest expense of ¥161 million in the year ended March 31, 2026, compared to ¥29 million in the year ended March 31, 2025.

Listing expense. Listing expense was ¥13,714 million in the year ended March 31, 2025. The listing expense relates to the completion of the Business Combination and listing of our Ordinary Shares on Nasdaq in December 2024. The listing expense represents the excess of fair value of the Company's Ordinary Shares deemed to have been issued over the fair value of Thunder Bridge's identifiable net assets acquired, and represents compensation for the service of a stock exchange listing for its shares that was expensed as incurred.

Income tax expenses. Income tax expenses were ¥958 million in the year ended March 31, 2026, a decrease of ¥33 million from ¥991 million in the year ended March 31, 2025. Despite a consolidated pre-tax loss, income tax expense remained significant as Coincheck continued to generate taxable income on a standalone basis.

‌Liquidity and Capital Resources

We finance our operations primarily with our cash flows from operating activities. Our fundamental principles are to build and maintain a financial base for the purpose of maintaining soundness and efficiency of operations and achieving sustainable growth. According to these principles, we plan on conducting capital investment, profit distribution, and repayment of any loans based on our operating cash flows through the development and rendering of our crypto asset exchange services.

Cash and cash equivalents mainly consist of bank deposits. As of March 31, 2026, we had cash and cash equivalents of ¥9,458 million. As of March 31, 2026, we also had cash segregated as deposits of ¥50,024 million. In accordance with Japanese laws and regulations, 100% of the legal tender deposited by customers is protected by trust companies. Therefore, cash deposited by customers is accounted for under different accounts depending on whether it is protected by trust companies or not. Additionally, Coincheck entered into a line of credit with our affiliate, Monex Finance Corporation, with aggregate commitments as of March 31, 2026, and 2025 of ¥5,000 and ¥6,000 million, respectively. During the year ended March 31, 2026, the commitment line with Monex Finance Corporation was utilized on a short-term revolving basis for liquidity management purposes, with amounts periodically drawn and repaid throughout the year. No amounts were outstanding under this arrangement as of March 31, 2026 or 2025. On September 1, 2025, Coincheck entered into a ¥500 million subordinated loan with Monex Finance Corporation. The Company entered into its own commitment line contract of ¥2,554 million as a debtor with Monex Finance Corporation in December 2024, for the purpose of stable operating capital. As of March 31, 2026, the balance outstanding under this was ¥2,024 million.

In addition, Coincheck entered into a committed credit line for ¥200 million with JSF Trust and Banking Co., Ltd. in June 2021, which was increased to ¥500 million and ¥1,000 million as of March 31, 2025 and 2026, respectively, and has been making short-term borrowings under this agreement several times a year, however, all of the borrowings were repaid within about a week of the making of each respective loan and the credit line was unused as of March 31, 2026. In addition, Coincheck entered into a committed credit line for ¥2,000 million Aozora Bank, Ltd. as of March 31, 2026. We believe our existing cash and cash

equivalents, together with our loan arrangements, are sufficient to meet our immediate working capital and capital expenditure needs.

We hold crypto assets on our consolidated statements of financial position principally to facilitate customer transactions. Because most customer crypto assets are held in segregated cold wallets and are not accessible for settlement purposes, we hold crypto assets in our own wallets (nearly all of which are crypto assets borrowed from customers under our Coincheck Lending program) to facilitate prompt settlement of transactions. As of March 31, 2026, we had ¥37,876 million of crypto assets held (current assets). These cryptocurrencies are held and treated as inventories that are recorded at fair value as of the end of the reporting period. The fair value is measured by using a midmarket pricing of the principal market or the most advantageous market. As of March 31, 2026, crypto asset borrowings under our Coincheck Lending program totaled ¥37,543 million. We determine the amount of crypto assets to hold based on the total size of our customer assets and recent trading levels. Our finance department is responsible for monitoring and determining the appropriate amount, and our treasury department is then responsible for managing what amount of crypto assets to hold in hot wallets and to deposit with cover counterparties in accordance with our internal policies. In the interest of security, our policy is to hold the majority of borrowed customer crypto assets in cold wallets and to hold in hot wallets only the amount of crypto assets we deem necessary for expected settlement transactions with cover counterparties and external transfer requests.

The following table shows the amounts held by crypto asset, as well as in hot wallets and cold wallets, or deposited with cover counterparties, as of March 31, 2026, 2025 and 2024.

As of March 31, 2026 2025 2024 (in millions of yen)

BTC	¥	28,554	¥	33,690	¥	32,595
ETH		2,659		2,127		6,198
XRP		5,806		7,673		2,892
IOST		29		112		413
ENJ		-		17		130
XEM		-		18		99
XLM		123		179		106
BCH		303		185		406
LTC		106		144		189
LSK		3		24		117
BAT		-		23		73
QTUM		-		30		95
MONA		6		17		30
Others		285		442		864
Total crypto assets held (current assets)	¥	37,876	¥	44,680	¥	44,207
Amount held in cold wallets	¥	36,148	¥	41,346	¥	39,749
Amount held in hot wallets	¥	1,609	¥	2,965	¥	3,641
Amount deposited with counterparties	¥	119	¥	370	¥	817

The following table shows the amount of borrowed crypto assets, by crypto asset, as of March 31, 2026, 2025, and 2024:

As of March 31, 2026 2025 2024 (in millions of yen)

BTC	¥	28,534	¥	33,651	¥	32,585
ETH		2,433		2,066		6,187
XRP		5,804		7,672		2,888
IOST		28		110		412
ENJ		-		16		129
XEM		-		17		96
XLM		122		181		105
BCH		301		184		405
ETC		42		79		166
LTC		2		24		118
LSK		106		143		184
BAT		-		24		72
QTUM		-		31		94
MONA		6		17		30
Others		164		265		549
Total borrowed crypto assets	¥	37,543	¥	44,479	¥	44,020

We monitor the risk related to crypto assets held in hot wallets or deposited with cover counterparties closely, and our policy is to restrict such amounts to the level necessary to support our operations. As of March 31, 2026, our crypto assets held (current assets) were ¥37,876 million, of which crypto assets borrowed from customers accounted for ¥37,543 million. As of March 31, 2026, the aggregate of crypto assets held in hot wallets and crypto assets deposited with our cover counterparties was ¥1,728 million, as compared to our cash and cash equivalents of ¥9,458 million.

Borrowing cryptocurrencies from our customers enables us to facilitate trading on our Marketplace Platform at a lower cost than procuring the cryptocurrencies from alternate sources. The terms of the borrowing arrangements also limit our exposure to the price risk of the underlying crypto assets because we return such crypto assets in kind at the end of the borrowing period. Both our crypto assets held in current assets and our crypto asset borrowings are reported at fair value so the impact of price changes in the underlying crypto assets are offset. We utilize borrowed crypto assets to facilitate the prompt execution of customer transactions and cover transactions at external exchanges. We do not use borrowed crypto assets for proprietary trading or to enter into unhedged positions. We have not experienced difficulties in borrowing crypto assets from our customers or in executing cover transactions with our cover counterparties in order to support the operation of our Marketplace Platform. Nevertheless, in the event that borrowing from our customers becomes limited or unavailable, we would seek to secure the crypto assets necessary to facilitate the operation of our Marketplace Platform by borrowing from third parties. However, there is no guarantee that we would be able to find third parties to borrow the needed amount of crypto assets, in which case we would seek to purchase such crypto assets in the market, exposing us to price risk. In our Marketplace Platform trading operations, we seek to limit our net open position at any given time by setting

internal policy threshold amounts for each cryptocurrency supported and executing cover transactions when the relevant threshold is reached.

We have not invested in cryptocurrencies for our own account (apart from inventory we acquire to support liquidity for transactions), but we may do so in the future.

Under IFRS Accounting Standards, there are no accounting standards specifically related to transactions for crypto assets. In order to determine the accounting treatment, we follow the requirements of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, and refer to the conceptual framework for financial reporting, and standards related to similar matters. In this context, we consider various factors to evaluate whether we have control for accounting purposes over crypto assets, and account for these transactions accordingly. See Note 13 to our consolidated financial statements for the year ended March 31, 2026 included in this report for more information on our accounting treatment for crypto assets held.

Under the PSA, we are defined as a Crypto Asset Exchange Service Provider ("CAESP") and are subject to certain regulations regarding the management of the crypto assets of our customers. For example, we must segregate all fiat currency and cryptocurrencies of our customers from our own property, keep cryptocurrencies we own in separate wallets, and keep at least 95% of our customers' cryptocurrencies in wallets that are not connected to the internet, or "cold wallets". Accordingly, we have separate wallets for our owned cryptocurrencies and those deposited by our customers, and manage them separately.

Because we safeguard customers' cryptocurrencies in accordance with the requirements of the PSA, the Cabinet Office Ordinance on Virtual Currency Exchange Service Providers, and other applicable laws and regulations, we estimate that the possibility of potential loss events is remote. Therefore, we determined that there are no loss contingencies related to an obligation to safeguard customer crypto assets from loss or theft as of March 31, 2026. See Note 31 to our consolidated financial statements as of and for the year ended March 31, 2026 included in this report.

Airdrops and forks are events that are unique to cryptocurrency businesses, including ours. As these events occur independently of our decision-making process, it is challenging for us to comprehensively understand and value each specific airdrop or fork. We have limited ability to predict whether the sale of cryptocurrencies received from airdrops or forks will be material to our future earnings, which is dependent on the future market viability and fair value of such cryptocurrencies. On the other hand, for airdrops and forks that may have a significant impact, we consider granting such crypto assets to our customers depending on the volume of cryptocurrencies deposited with us. When considering whether or not to grant such cryptocurrencies to customers, we first confirm that the cryptocurrencies can be transferred securely, and after such confirmation we recognize the granted cryptocurrencies based on the market price of such asset. Under our current policy, we do not monetize any cryptocurrencies granted through airdrops and forks that have not yet been granted to customers.

Our future capital requirements will depend on many factors, including market acceptance of crypto assets and blockchain technology, our growth, our ability to attract and retain customers on our cryptocurrency exchanges, the continuing market acceptance of products and services, the introduction of new products and services on our cryptocurrency exchanges, expansion of sales and marketing activities, overall economic conditions, and expected changes in regulatory requirements that may increase minimum capital requirements as early as 2027. While we believe we have sufficient liquidity and expect to have funds from operations to support our operations and meet our current business plans, we may be required to seek additional funding to the extent that current and anticipated future sources of liquidity are insufficient to fund

our future business activities. We expect to monitor financial conditions and from time to time may opportunistically raise additional funds through the offer and sale of equity securities or debt financing. Any sale of additional equity securities may result in additional dilution to our shareholders. Any additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or debt financing when desired, our business, operating results, and financial condition could be adversely affected.

Cash flows

The following tables show our cash flow data for the years ended March 31, 2026, 2025 and 2024:

For the financial year ended at March 31,

(In millions)		2026		2025		2024
Net cash provided by (used in) operating activities	¥	(620)	¥	(1,915)	¥	3,902
Net cash provided by (used in) investing activities		279		(903)		(435)
Net cash provided by (used in) financing activities		1,200		565		(327)
Effect of exchange rate change on cash and cash		16		0		-
Net increase/decrease in cash and cash equivalents		858		(2,253)		3,140
Cash and cash equivalents at the beginning of year		8,584		10,837		7,697
Cash and cash equivalents at the end of year	¥	9,458	¥	8,584	¥	10,837

Comparison of the year ended March 31, 2026 with the year ended March 31, 2025

In the year ended March 31, 2026, we had ¥620 million net cash used in operating activities, ¥279 million net cash provided by investing activities, and ¥1,200 million net cash provided by financing activities. As a result, cash and cash equivalents at the end of the year ended March 31, 2026 increased by ¥858 million, to ¥9,458 million, from ¥8,584 million at the end of the financial year ended March 31, 2025.

Net cash used in operating activities was ¥620 million in the year ended March 31, 2026, an improvement of ¥1,295 million from net cash used in operating activities of ¥1,915 million in the year ended March 31, 2025. This improvement was due primarily to a significantly narrower pre-tax loss of ¥875 million, compared to a pre-tax loss of ¥13,359 million in the year ended March 31, 2025, and the addition of share-based compensation of ¥1,320 million as a non-cash adjustment, partially offset by the non-recurrence of ¥13,714 million listing expense recognized as a non-cash adjustment in the year ended March 31, 2025, and a decrease in fair value gain on warrant liability of ¥312 million, compared to ¥1,435 million in the year ended March 31, 2025.

Net cash provided by investing activities was ¥279 million in the year ended March 31, 2026, an improvement of ¥1,182 million from net cash used in investing activities of ¥903 million in the financial year ended March 31, 2025. This improvement was due primarily to net cash acquired of ¥1,796 million in connection with the acquisition of subsidiaries, primarily 3iQ, partially offset by higher expenditure on internally generated intangible assets of ¥927 million compared to ¥524 million in the year ended March 31, 2025, and cash paid for acquisition of equity-accounted investees of ¥505 million.

Net cash provided by financing activities was ¥1,200 million in the year ended March 31, 2026, an increase of ¥634 million from ¥565 million the financial year ended March 31, 2025. The increase was due primarily to higher net proceeds from related party loans of ¥1,618 million in the year ended March 31, 2026 compared to ¥621 million in the year ended March 31, 2025, partially offset by the non-recurrence of proceeds from the non-redemption agreement and reverse recapitalization of ¥407 million received in the year ended March 31, 2025.

Comparison of the year ended March 31, 2025 with the year ended March 31, 2024

In the year ended March 31, 2025, we had ¥1,915 million net cash used in operating activities, ¥903 million net cash used in investing activities, and ¥565 million net cash provided by financing activities. As a result, cash and cash equivalents at the end of the year ended March 31, 2025 decreased by ¥2,253 million, to

¥8,584 million, from ¥10,837 million at the end of the financial year ended March 31, 2024.

Net cash used in operating activities was ¥1,915 million in the year ended March 31, 2025, a change of

¥5,817 million from net cash provided by operating activities of ¥3,902 million in the financial year ended March 31, 2024. This change was due to a net loss before tax of ¥13,359 million (compared to a net profit before tax of ¥2,840 million), partially offset by a listing expense of ¥13,714 million, which was non-cash expense. Additionally, there was a change in fair value of warrant liability of ¥1,435 million and an increase in other current assets of ¥846 million and income tax paid of ¥721 million.

Net cash used in investing activities was ¥903 million in the year ended March 31, 2025, compared to ¥435 million in the financial year ended March 31, 2024. Net cash used in investing activities mainly consisted of

¥236 million of net cash paid for the acquisition of Next Finance Tech Co., Ltd, in March 2025, and ¥524 million of expenditure on internally generated intangible assets (compared to ¥380 million in the prior period).

Net cash provided by financing activities was ¥565 million in the year ended March 31, 2025, compared to cash used in financing activities of ¥327 million in the financial year ended March 31, 2024, which was due primarily to ¥621 million of net increase in borrowings from related parties and proceeds from the Reverse Recapitalization.

‌Contractual Obligations and Commitments

The following table sets forth our aggregate annual maturities of lease liabilities for the next several years, as of March 31, 2026:

Carrying amount Contractual cash flow Within 1 year Within 1 - 2 years Within 2 - 3 years More than three years (in millions of yen)

Lease	¥	910	¥	919	¥	366 ¥	356	¥	196	¥	-
Total	¥	910	¥	919	¥	366 ¥	356	¥	196	¥	-

‌Off-Balance Sheet Arrangements

During the periods presented, we did not have, and we do not currently have, any off-balance sheet financing arrangements or financial partnerships, including entities sometimes referred to as structured

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