Coincheck Reports Financial Results for Third Quarter of Year Ending March 31, 2026, Announces Management Transition

AMSTERDAM--( BUSINESS WIRE)--Coincheck Group N.V. (Nasdaq: CNCK) (“Coincheck Group” or the “Company”), a Dutch public limited liability company and the holding company of Coincheck, Inc. (“Coincheck”), a leading Japanese crypto exchange company, today reported financial results for the third quarter of the fiscal year ending March 31, 2026 (“fiscal 2026”). References to “fiscal 2025” mean the fiscal year ended March 31, 2025.

The Company also announced that Gary Simanson, its CEO and President, has informed the board of directors that he is resigning from Coincheck Group effective as of the end of the Company’s fiscal year, March 31, 2026. Pascal St-Jean, Coincheck Group’s Chief Growth Officer since November 2025, and the CEO of 3iQ Corp., a global pioneer in digital asset investment solutions, will succeed Mr. Simanson effective April 1. The Company announced its pending acquisition of 3iQ in January 2026.

“With the acquisition of 3iQ, Gary has led the Company to the next stage of its growth strategy,” said Oki Matsumoto, the Company’s Executive Chairperson. “Gary has been a highly effective leader – he has led our transition to becoming a Nasdaq-listed company, spearheaded our acquisition strategy, and built the initial structural foundation for our global strategy. We and the entire Coincheck Group community thank him for his leadership and wish him the absolute best in his future pursuits. Now, Pascal is ideally suited to lead the next phase of our strategy, which is to grow our institutional presence in the crypto industry, in Japan and other regions, by shifting from acquisitions to numerous types of B2B and B2B2C strategic alliances with large financial institutions and funds that we believe will be attracted to the combined platforms and services our operating subsidiaries can offer.”

“I deeply appreciate the Coincheck Group team’s efforts and what we have accomplished,” said Simanson. “I believe the company is well-positioned to succeed in the next phase of its strategy.”

“First, I need to say how exciting it is for me to be given the opportunity to lead this company in the next stage of its strategy to be a leading global crypto financial services company,” said St-Jean. “I believe we have the pieces we need, and now it is time to put them all together and execute on our vision.”

Financial Highlights: 1

Certain Year-Over-Year Highlights

1 References in this announcement to “¥” are to Japanese Yen and references to “U.S. Dollars” and “$” are to United States Dollars. Unless otherwise stated, Coincheck Group has translated U.S. Dollar amounts from Japanese Yen at the exchange rate of ¥156.800 per $1.00, which was the ¥/$ exchange rate reported by the Federal Reserve Bank of New York as of December 31, 2025.

2 Gross margin is defined as total revenue less cost of sales for Coincheck Inc.’s business (does not include Aplo or Next Finance Tech).

3 Verified Accounts are all accounts that have been opened after the account owner completes all application procedures (including “know your customer” or “KYC”), after subtracting therefrom the total number of closed accounts. These numbers are for Coincheck Inc.’s business (do not include Aplo or Next Finance Tech).

4 Cryptocurrencies held for customers + fiat currency deposited by customers. This does not include NFTs or customer assets of Aplo, or of Next Finance Tech (if any).

5 Marketplace Trading Volume for a specific period is the total value, based on the underlying asset, of all transactions completed through Coincheck’s marketplace platform.

6 Transaction expenses for the third quarter of fiscal 2025 were mainly cash and non-cash expenses related to the Company’s de-SPAC business combination, including listing expense, that closed in December 2024.

7 Adjusted EBITDA is a non-IFRS financial measure; see “Non-IFRS financial measures” for definition and corresponding reconciliation below. Adjusted EBITDA has been calculated differently beginning with the first quarter of fiscal 2026 than it was calculated for the fourth quarter of fiscal 2025, as further explained under “Non-IFRS financial measures” and “Reconciliation of Adjusted EBITDA.”

Certain Quarter-Over-Quarter Highlights

Fiscal 2026 Third Quarter Strategic Highlights:

Other Recent Highlights:

Webcast and Conference Call

Coincheck Group will host a live webcast to discuss its results today at 5:00 pm ET. The call will be hosted by the following members of Coincheck Group’s management: Gary Simanson, CEO, Jason Sandberg, CFO, Pascal St-Jean, incoming CEO, and Oki Matsumoto, Executive Chairperson. The conference call can be accessed live via webcast from the Company’s investor relations website at https://www.coincheckgroup.com/news-events/ir-calendar. A replay will be available on the investor relations website following the call. The conference call can also be accessed over the phone by dialing (800) 245-3047 or (203) 518-9765; the Conference ID is CNCKQ3.

About Coincheck Group N.V.

Coincheck Group N.V. is a NASDAQ-listed holding company (Nasdaq: CNCK) based in the Netherlands. Its core subsidiary, Coincheck, Inc., operates one of Japan’s leading crypto asset trading platforms. Coincheck has ranked No.1 in crypto trading app downloads in Japan for seven consecutive years (2019 through 2025)*. Through advanced technology and robust security infrastructure, Coincheck aims to foster an ecosystem where new forms of value exchange—enabled by crypto assets and blockchain—can flourish. The Company’s other operating subsidiary, Aplo SAS, is a registered crypto prime brokerage for institutional investors headquartered in Paris, France. The Company also leverages its ownership of Next Finance Tech Co., Ltd., a staking platform services company, to offer staking services to retail customers and corporate clients.

*Sources: AppTweak, domestic crypto asset trading apps from 2019 to 2025, and Sensor Tower App Performance Insights for the 12-month period ended September 2025.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about trading, future financial and operating results, management updates, the pending acquisition of 3iQ, plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning or the negative thereof. Such forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the Company’s control, which could cause actual results or events to differ materially from those presently anticipated; such risks, uncertainties, and assumptions, include, among others: (i) changes in the cryptocurrency and digital asset markets in which the Company competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) changes in global political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effects of inflation, trade policies and government regulation; (iii) changes in economic conditions and consumer sentiment in Japan; (iv) the price of crypto assets and volume of transactions on the Company’s platform; (v) the development, utility and usage of crypto assets; (vi) demand for any particular crypto asset; (vii) cyberattacks and security breaches on the Company platform; (viii) the Company’s ability to introduce new products and services, (ix) the Company’s ability to execute its growth strategies, including identifying and executing acquisitions, (x) the success, continued success, or lack thereof, regarding the Company's staking award program, Next Finance Tech's staking platform and other potential commercial relationships, the strategic relationship with Mercoin/Mercari, and Aplo's and 3iQ's businesses; (xi) the ability to grow and manage growth profitably; and (xii) other risks and uncertainties discussed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 20-F for the fiscal year ended March 31, 2025, as such factors may be updated from time to time, which are or will be accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Non-IFRS financial measures

EBITDA and Adjusted EBITDA

In addition to the Company’s results determined in accordance with IFRS Accounting Standards, the Company presents EBITDA and Adjusted EBITDA, non-IFRS measures, because the Company believes they are useful in evaluating its operating performance.

EBITDA represents net profit (loss) for the period before the impact of taxes, interest, depreciation, and amortization of intangible assets, and Adjusted EBITDA represents EBITDA, further adjusted, as follows. Adjusted EBITDA was being calculated differently for the first three quarters of fiscal 2026 than it was previously calculated for the fourth quarter of fiscal 2025. When the Company announced its financial results on May 13, 2025 for the fourth quarter of fiscal 2025, the further adjustment to calculate Adjusted EBITDA consisted only of transaction expenses. Beginning with the first quarter for the year ending March 31, 2026 (and for the foreseeable future), in evaluating how Adjusted EBITDA should be calculated, the Company considers, in addition to transaction expenses, the non-cash expenses of (i) share-based compensation, which the Company did not have prior to April 1, 2025, the majority of which consists of Coincheck Group restricted share unit awards granted to two of Coincheck, Inc.’s founders and awards granted related to the Company's December 2024 business combination that resulted in the Company's listing on Nasdaq, and (ii) change in fair value of warrant liability, which fluctuates quarter to quarter based on the Company’s share price.

The Company uses EBITDA and Adjusted EBITDA to evaluate its ongoing operations and for internal planning and forecasting purposes and believes that EBITDA and Adjusted EBITDA may be helpful to investors because they provide consistency and comparability with past financial performance. However, EBITDA and Adjusted EBITDA are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS Accounting Standards.

A reconciliation is provided below for each non-IFRS financial measures to the most directly comparable financial measure stated in accordance with IFRS Accounting Standards. Investors are encouraged to review the related IFRS Accounting Standards financial measures and the reconciliation of these non-IFRS financial measures to their most directly comparable IFRS Accounting Standards financial measures, and not to rely on any single financial measure to evaluate Coincheck Group’s business.

Please see tables on the following pages for reconciliations of non-IFRS Accounting Standards financial measures.

U.S. Dollar financial information

For the convenience of the reader, where applicable, Coincheck Group has translated U.S. Dollar amounts from Japanese Yen at the exchange rate of ¥156.800 per $1.00, which was the ¥/$ exchange rate reported by the Federal Reserve Bank of New York as of December 31, 2025.

This information is intended to be reviewed in conjunction with the Company’s filings with the SEC.

COINCHECK GROUP N.V. and its subsidiaries

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS (UNAUDITED)

Japanese Yen

For the three months ended

December 31,

September 30,

(in millions)

2025

2024

2025

Revenue:

Revenue

142,574

123,084

132,229

Other revenue

881

876

Total revenue

143,455

123,104

133,105

Expenses:

Cost of sales

139,622

118,311

129,219

Selling, general and administrative expenses

3,509

6,429

3,370

Total expenses

143,131

124,740

132,589

Operating profit (loss)

324

(1,636)

516

Other income and expenses:

Other income

309

—

322

Other expenses

(33)

(30)

(1)

Financial income

249

476

116

Financial expenses

(54)

(4)

(50)

Listing expense

—

(13,714)

—

Profit (loss) before income taxes

795

(14,908)

902

Income tax expense

390

537

548

Net profit (loss) for the period attributable to owners of the Company

405

(15,445)

354

COINCHECK GROUP N.V. and its subsidiaries

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS (UNAUDITED)

Japanese Yen

United States Dollar *

For the three months ended

December 31,

(in millions)

2025

Revenue:

Revenue

142,574

909.3

Other revenue

881

5.6

Total revenue

143,455

914.9

Expenses:

Cost of sales

139,622

890.4

Selling, general and administrative expenses

3,509

22.4

Total expenses

143,131

913

Operating profit (loss)

324

2.1

Other income and expenses:

Other income

309

2.0

Other expenses

(33)

(0.2)

Financial income

249

1.6

Financial expenses

(54)

(0.3)

Profit (loss) before income taxes

795

5.1

Income tax expense

390

2.5

Net profit for the period attributable to owners of the Company

405

2.6

COINCHECK GROUP N.V. and its subsidiaries

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS (UNAUDITED)

Japanese Yen

United States Dollar *

For the nine months ended

December 31,

(in millions)

2025

2024

2025

Revenue:

Revenue

358,356

268,716

2,285.4

Other revenue

2,193

14.0

Total revenue

360,549

268,751

2,299.4

Expenses:

Cost of sales

350,385

258,818

2,234.6

Selling, general and administrative expenses

10,193

10,902

65.0

Total expenses

360,577

269,720

2,299.6

Operating profit (loss)

(29)

(970)

(0.2)

Other income and expenses:

Other income

499

3.2

Other expenses

(35)

(33)

(0.2)

Financial income

143

485

0.9

Financial expenses

(132)

(28)

(0.8)

Listing expense

—

(13,714)

—

Profit (loss) before income taxes

447

(14,242)

2.9

Income tax expense

1,064

750

6.8

Net profit (loss) for the period attributable to owners of the Company

(617)

(14,992)

(3.9)

COINCHECK GROUP N.V. and its subsidiaries

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS (UNAUDITED)

For the three months ended December 31,

(In millions)

2024

2025

Revenue arising from contracts with customers

Transaction revenue - Retail (1)

122,695

128,877

Transaction revenue - Institutional (2)

—

13,038

Commission received (3)

389

659

Institutional revenue

—

Sub-total

123,084

142,574

Other sources

Staking revenue

—

777

Other revenue (4)

104

Sub-total

881

Total

123,104

143,455

For the nine months ended December 31,

(In millions)

2024

2025

Revenue arising from contracts with customers

Transaction revenue - Retail (1)

267,479

344,196

Transaction revenue - Institutional (2)

—

13,038

Commission received (3)

1,237

1,122

Institutional revenue

—

Sub-total

268,716

358,356

Other sources

Staking revenue

—

1,952

Other revenue (4)

241

Sub-total

2,193

Total

268,751

360,549

(1) Transaction revenue - Retail refers mainly to revenue from sales of crypto assets to retail customers and cover counterparties, which has been entirely derived from operations within Japan.

(2) Transaction revenue - Institutional refers to the revenue from Aplo's prime brokerage services.

(3) Commission received refers to remittance fees, deposit and withdrawal fees, custodial fees, commissions received from the issuer and the applicants in the IEO business, commissions that arise from transactions on the Coincheck NFT Marketplace, commissions that arise from transactions on the Coincheck Exchange platform, and other.

(4) Other revenue is mainly the interest received from JSF Trust and Banking Co., Ltd.

COINCHECK GROUP N.V. and its subsidiaries

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

Japanese Yen

United States Dollar

As of December 31,

As of March 31,

As of December 31,

(In millions)

2025

Assets:

Current assets:

Cash and cash equivalents

10,647

8,584

67.9

Cash segregated as deposits

55,024

51,655

350.9

Crypto assets held

49,988

44,680

318.8

Customer accounts receivable

1,269

1,086

8.1

Other financial assets

538

3.4

Other current assets

1,275

1,035

8.1

Total current assets

118,741

107,102

757.2

Noncurrent assets:

Property and equipment

1,575

1,909

10.0

Intangible assets

6,767

2,529

43.2

Crypto asset held

113

0.7

Other financial assets

536

433

3.4

Deferred tax assets

300

337

1.9

Other non-current assets

184

—

1.2

Total non-current assets

9,476

5,251

60.4

Total assets

128,217

112,353

817.6

Liabilities and equity

Liabilities:

Current liabilities:

Deposits received

56,480

50,911

360.2

Crypto asset borrowings

49,487

44,479

315.6

Other financial liabilities

4,174

2,826

26.6

Income taxes payable

624

799

4.0

Excise tax payable

—

303

0.0

Other current liabilities

594

536

3.8

Total current liabilities

111,359

99,854

710.2

Non-current liabilities:

Other financial liabilities

1,400

901

8.9

Warrant liability

300

410

1.9

Provisions

342

340

2.2

Deferred tax liabilities

564

3.6

Total non-current liabilities

2,606

1,730

16.6

Total liabilities

113,966

101,584

726.8

Equity:

Ordinary shares

222

213

1.4

Capital surplus

16,797

13,317

107.1

Share-based payment reserve

851

—

5.4

Treasury shares

(4)

(0.0)

Retained earnings (accumulated deficit)

(3,387)

(2,770)

(21.6)

Foreign currency translation adjustment

(228)

(1.5)

Total equity

14,251

10,769

90.8

Total liabilities and equity

128,217

112,353

817.6

COINCHECK GROUP N.V. and subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF

CASH FLOWS (UNAUDITED)

For the nine months ended December 31,

(In millions)

2024

2025

Cash flows from operating activities:

Profit (loss) before income taxes

(14,242)

447

Depreciation and amortization

474

654

Listing expense

13,714

—

Interest expense

—

116

Share-based payments

—

935

Foreign exchange gain

—

(255)

Share of loss of equity-accounted investees, net of tax

—

Impairment loss of other assets (non-current assets)

—

Change in fair value of other financial assets (non-current assets)

—

Net loss on sale or disposal of property and equipment

—

Net loss on sale or disposal of intangible assets

Change in fair value of warrant liability

(462)

(139)

Increase in cash segregated as deposits

(1,392)

(3,369)

Increase in crypto assets held (current assets)

(11,114)

(5,254)

Increase in customer accounts receivable

(332)

(164)

Increase in other financial assets (current assets)

(254)

(170)

Increase in other current assets

(168)

(253)

(Increase) decrease in other financial assets (non-current assets)

155

Increase in deposits received

2,644

5,569

Increase in crypto asset borrowings

10,952

4,938

Increase in other financial liabilities

235

(Increase) decrease in excise tax payable

(303)

Increase in other current liabilities

280

Other, net

(1)

Cash provided by operating activities

582

2,866

Interest income received

Interest expenses paid

(12)

(108)

Income taxes paid

(720)

(1,273)

Net cash provided by (used in) operating activities

(144)

1,489

Cash flows from investing activities

Purchase of property and equipment

(164)

(72)

Proceeds from sale of property and equipment

—

Expenditure on internally generated intangible assets

(394)

(657)

Proceeds from refund of guarantee deposits

Purchase of other financial assets (non-current assets)

—

(100)

Acquisition of subsidiaries, net of cash acquired

—

252

Acquisition of equity-accounted investees

—

(161)

Net cash used in investing activities

(524)

(737)

Cash flows from financing activities

Proceeds from short-term loans payable

1,300

1,000

Repayments of short-term loans payable

(1,300)

(1,020)

Proceeds received from non-redemption agreement

202

—

Reverse recapitalization impact

205

—

Proceeds from loan from related party

8,522

17,854

Repayments of loan from related party

(6,081)

(16,265)

Repayments of lease obligations

(290)

(282)

Net cash provided by financing activities

2,559

1,287

Effect of exchange rate change on cash and cash equivalents

(54)

Net increase in cash and cash equivalents

1,890

2,040

Cash and cash equivalents at the beginning of period

10,837

8,584

Cash and cash equivalents at the end of period

12,673

10,647

COINCHECK GROUP N.V. and subsidiaries

RECONCILIATION OF EBITDA

Japanese Yen

For the three months ended

December 31

September 30

2025

2024

2025

Reconciliation of EBITDA:

Net profit (loss) for the period

405

(15,445)

355

Add: Income tax expenses

390

537

548

Profit (loss) before income taxes

795

(14,908)

903

Add: Interest expense

Add: Depreciation and amortization

306

149

185

EBITDA

1,153

(14,752)

1,126

RECONCILIATION OF ADJUSTED EBITDA

Japanese Yen

For the three months ended

December 31

September 30

2025

2024

2025

Reconciliation of Adjusted EBITDA:

Net profit (loss) for the period

405

(15,445)

355

Add: Income tax expenses

390

537

548

Profit (loss) before income taxes

795

(14,908)

903

Add: Interest expense

Add: Transaction expenses excluding listing expense

206

3,804

153

Add: Listing expense

—

13,714

—

Add: Change in fair value of warrant liability

(248)

(462)

(114)

Add: Share-based compensation

316

—

321

Add: Depreciation and amortization

306

149

185

Adjusted EBITDA

1,428

2,303

1,486

Prior to the first quarter of fiscal 2026, the Company had no share-based compensation expense. In evaluating how Adjusted EBITDA should be calculated for the first three quarters of fiscal 2026 (and the foreseeable future), the Company considered, in addition to transaction expenses, the non-cash expenses of (i) share-based compensation, the majority of which consisted of Coincheck Group restricted share unit awards granted to two of Coincheck, Inc.’s co-founders, and other restricted share unit awards related to the business combination with Thunder Bridge Capital Partners IV, and (ii) change in fair value of warrant liability, which fluctuates quarter to quarter based on the Company’s share price. The Company believes that showing its EBITDA results, further adjusted to exclude share-based compensation and change in fair value of warrant liability, can present a clearer view of the Company’s operational performance, and is helpful to view together with EBITDA and net profit or loss.

COINCHECK GROUP N.V. and subsidiaries

RECONCILIATION OF EBITDA

Japanese Yen

United States Dollar *

For the three months ended

December 31,

2025

Reconciliation of EBITDA:

Net profit for the period

405

2.6

Add: Income tax expenses

390

2.5

Profit before income taxes

795

5.1

Add: Interest expense

0.4

Add: Depreciation and amortization

306

1.9

EBITDA

1,153

7.4

RECONCILIATION OF ADJUSTED EBITDA

Japanese Yen

United States Dollar *

For the three months ended

December 31,

2025

Reconciliation of Adjusted EBITDA:

Net profit (loss) for the period

405

2.6

Add: Income tax expenses

390

2.5

Profit (loss) before income taxes

795

5.1

Add: Interest expense

0.4

Add: Transaction expenses excluding listing expense

206

1.3

Add: Listing expense

—

Add: Change in fair value of warrant liability

(248)

(1.6)

Add: Share-based compensation

316

2.0

Add: Depreciation and amortization

306

1.9

Adjusted EBITDA

1,428

9.1