Exhibit 99.1

Acronyms and defined terms used in the text include the following:

COINCHECK GROUP N.V. and its subsidiaries

Condensed Consolidated Interim Financial Statements

As of December 31, 2024, and March 31, 2024,

And for the three and nine months ended December 31, 2023 and 2024

COINCHECK GROUP N.V. and its subsidiaries
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated interim financial statements (unaudited).

COINCHECK GROUP N.V. and its subsidiaries
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME

(UNAUDITED)

(continued)

The accompanying notes are an integral part of these condensed consolidated interim financial statements (unaudited).

COINCHECK GROUP N.V. and its subsidiaries
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated interim financial statements (unaudited).

COINCHECK GROUP N.V. and its subsidiaries

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

(Millions of yen)

The accompanying notes are an integral part of these condensed consolidated interim financial statements (unaudited).

COINCHECK GROUP N.V. and its subsidiaries
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated interim financial statements (unaudited).

COINCHECK GROUP N.V. and its subsidiaries.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

Coincheck Group N.V. (“Coincheck Parent”) is a Dutch public limited liability company (naamloze vennootschap) which was originally formed as Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to become a holding company of Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (“Coincheck”) by Monex to facilitate the public listing and additional capitalization of Coincheck and converted immediately prior to the Reverse Recapitalization into a Dutch public limited liability company (naamloze vennootschap) and was renamed Coincheck Group N.V. (together with its subsidiaries, the “Group”). The Group primarily engages in providing end-to-end crypto asset exchange services, and the Group offers customers a multicurrency crypto marketplace and exchange with a deep pool of liquidity for trading crypto assets through its user-friendly applications.

Coincheck Parent became publicly traded on Nasdaq on December 11, 2024 as a result of the Business Combination between Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), and Coincheck Parent pursuant to the Business Combination Agreement, dated as of March 22, 2022, as amended from time to time (the “Business Combination Agreement”), by and among Thunder Bridge, Coincheck Parent, M1 Co G.K., a Japanese limited liability company (godo kaisha) (“M1 GK”), Coincheck Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Coincheck Parent and Coincheck. The Reverse Recapitalization (see Note 7) was effectuated in the following steps:

The transaction was unanimously approved by Thunder Bridge’s Board of Directors and was approved at the special meeting of Thunder Bridge’s stockholders held on December 5, 2024 (the “Special Meeting).” Thunder Bridge’s stockholders also voted to approve all other proposals presented at the Special Meeting. As a result of the Business Combination, Thunder Bridge, M1 GK and Coincheck have become wholly-owned subsidiaries of Coincheck Parent. On December 11, 2024, Ordinary Shares and public warrants of Coincheck Parent commenced trading on the Nasdaq Stock Market, (“Nasdaq”) under the symbols “CNCK” and “CNCKW,” respectively.

As described in Note 7, the Reverse Recapitalization has been accounted for with Thunder Bridge being identified as the “acquired” entity for financial reporting purposes. Accordingly, the Reverse Recapitalization has been accounted for as the equivalent of Coincheck issuing shares for the net assets of Thunder Bridge, accompanied by a recapitalization. Therefore, these condensed consolidated interim financial statements have been presented as a continuation of Coincheck. Accordingly, the prior-year figures as of March 31, 2024, and the three and nine months ended December 31, 2023, represent the results of Coincheck, including the effects of the recast of the share capital and earnings per share calculations.

The condensed consolidated interim financial statements as of December 31, 2024 and March 31, 2024 and for the three and the nine months ended December 31, 2024 and 2023 have been prepared in accordance with the International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), and should be read in conjunction with Coincheck’s annual financial statements as of and for the year ended March 31, 2024, included in our Proxy Statement, dated November 12, 2024 and filed with the SEC, since they do not include all the information required in the annual financial statements, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by IASB.

The condensed consolidated interim financial statements were authorized for issuance on February 26, 2025 by the Chief Financial Officer (“CFO”), Jason Sandberg. 

The preparation of condensed consolidated interim financial statements in accordance with IFRS requires management to make certain judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

These estimates and underlying assumptions are reviewed on a continuous basis. Changes in these accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The condensed consolidated interim financial statements are prepared based on the same judgments and estimations as well as the accounting estimates and assumptions applied and described in Coincheck’s annual financial statements as of and for the year ended March 31, 2024, included in our Proxy Statement dated November 12, 2024. In addition, the following significant estimates and assumptions had significant effects on the amounts reported in the condensed consolidated interim financial as of December 31, 2024 and for the three and the nine months ended December 31, 2024, as a result of the Reverse Recapitalization (Note 7 “Reverse Recapitalization”): (i) calculation of listing expense and (ii) fair value of warrant liabilities (Note 11 “Financial Instruments”).

The financial statements are presented in Japanese yen, which is the functional currency of Coincheck. The functional currency of the entities within the Group is their respective local currency, which includes USD, EUR and JPY. Assets and liabilities of entities with functional currencies other than Japanese yen are translated into Japanese yen at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at yearly average exchange rates. The exchange differences arising on translation for consolidation are recognized in other comprehensive income. All amounts have been rounded to the nearest million Japanese yen, unless otherwise indicated.

The Group has applied the following accounting policies to all periods presented in these condensed consolidated interim financial statements, except as otherwise indicated.

Transactions of financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instruments.

Financial assets are classified into the following categories on initial recognition:

Financial assets shall be measured at amortized cost if both of the following conditions are met:

Financial assets measured at amortized cost are initially recognized at its fair value, plus transaction costs directly attributable to the acquisition. Subsequent to the initial recognition, they are measured at amortized cost using the effective interest method.

Financial assets other than financial assets measured at amortized cost are classified as financial assets measured at FVTPL.

Financial assets measured at FVTPL are initially recognized at fair value and attributable transaction costs are recognized as profit or loss when incurred. Subsequent to the initial recognition, they are measured at fair value, and gains and losses arising from changes in fair value are recognized as profit or loss.

For financial assets measured at amortized cost, an allowance for expected credit losses is recognized. At the end of each reporting period, the Group assesses whether the credit risk on each financial asset has increased significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, the Group recognizes the loss allowance at an amount equal to the 12-month expected credit losses. Meanwhile, if the credit risk has increased significantly since initial recognition, the Group recognizes the loss allowance at an amount equal to the lifetime expected credit losses.

There is a rebuttable presumption that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due. Financial assets, all or part of which cannot be collected or are presumed difficult to collect, or financial assets that are more than 90 days past due are defined to be in default.

Credit losses are measured as the present value of the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate, and expected credit loss is the weighted average of the credit losses with the probability of the default occurring used as the weights.

The Group directly reduces the gross carrying amount of a financial asset when it has no reasonable expectations of recovering the contractual cash flows on a financial asset in its entirety or a portion thereof.

For financial assets measured at amortized cost, expected credit loss is recognized as an allowance for doubtful accounts. The provision and the reversal of a loss allowance are recognized in profit or loss as an impairment gain or loss.

Financial liabilities measured at amortized cost are initially recognized at fair value, minus directly attributable transaction costs. Subsequent to the initial recognition, they are measured at amortized cost using the effective interest method.

Financial liabilities measured at FVTPL are initially recognized at fair value and attributable transaction costs are recognized as profit or loss when incurred. Subsequent to the initial recognition, they are measured at fair value, and gains and losses arising from changes in fair value are recognized as profit or loss.

The Group derecognizes a financial asset when (i) the contractual rights to the cash flows from the financial asset expire or (ii) it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred. The Group derecognizes a financial liability when its contractual obligations are discharged or canceled or expired.

The fair value of financial assets and financial liabilities is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.

Cash and cash equivalents in the condensed consolidated interim statements of financial position and condensed consolidated interim statements of cash flows comprise cash and short-term, highly-liquid investments that are readily convertible to a known amount with an insignificant risk of change in value.

Cash segregated as deposits includes cash deposited in trust accounts, and accordingly, cash segregated as deposits is reported as such in the condensed consolidated interim statements of financial position.

Customer accounts receivable is mainly due from credit card companies, which are payment processors, for settlement of funds from customers.

Customer accounts receivable is recognized initially at fair value. The Group holds the customer accounts receivable with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost.

Crypto assets held (current assets) consist of cryptocurrencies for facilitating customer transactions and NFTs for sale and are recognized as inventories. Cryptocurrencies for facilitating customer transactions are recognized at acquisition price at initial recognition, and at fair value, less costs to sell subsequent to the initial recognition since these are held with the purpose of acquiring broker-traders’ margin. Subsequent to the initial recognition, changes in fair value are recognized in profit or loss in the period in which the change occurs. The Group uses major third-party exchanges with high volume and liquidity to measure the fair value of its cryptocurrency. The exchange selected by the Group for each cryptocurrency offers the highest volume and liquidity of trades (i.e., principal market). If a principal market does not exist (e.g., when the volume and liquidity of trades are similar between two or more different markets), the Group uses the most advantageous market. The most advantageous market offers high volume, liquidity of trades, and the most favorable spread, maximizing the amount that would be received to sell the asset, net of transaction costs or minimizing the amount that would be paid to transfer the liability. The fair value is measured by using a midmarket pricing of the principal market or the most advantageous market. Substantially all of cryptocurrencies held by the Group consist of crypto assets borrowed/deposited from customers under the Coincheck Lending program. NFTs for sale are measured at cost at the initial recognition and subsequently measured at the lower of cost or net realizable value. The net realizable value is estimated based on expected selling price, less reasonably predictable costs of completion and disposal with the consideration of NFT market trends and other factors. In addition, with respect to the cost of sales, the NFT cost basis is determined by specific identification.

The Group recognizes cryptocurrencies received through airdrops or forks if the cryptocurrencies are expected to generate probable future benefit and if the Group is able to support the trading, custody, or withdrawal of these assets.

Crypto asset borrowings (Note 10) are recorded as the contractual repayment obligation with respect to crypto assets borrowed/deposited from the Group’s customers under the Coincheck Lending program. Crypto asset borrowings are initially measured at the fair value of the subject crypto assets as the Group incurs an obligation to return the same type and the same amount of crypto assets borrowed/deposited from customers. Subsequent to initial recognition, changes in fair value of crypto asset borrowings are recognized in profit or loss in the period in which the changes occur because the fair value of the crypto assets fairly demonstrates the obligation to return the crypto assets borrowed/deposited from its customers. In addition, the borrowing fee is calculated by multiplying the quantities of the borrowed crypto assets by the interest rate and recognized as an expense over the borrowing period.

The Group has an obligation to safeguard customer crypto assets from loss or theft. Therefore, the Group records an obligation to safeguard crypto assets deposited by customers as safeguard liabilities under current liabilities in the condensed consolidated interim statements of financial position, which is measured at the fair value of the crypto assets deposited by customers being safeguarded. Crypto assets deposited by customers to the Group include cryptocurrencies and NFTs. In measuring the safeguard liabilities related to cryptocurrencies, the Group primarily uses transaction prices at the principal market for each cryptocurrency, which generally consists of major third-party exchanges with high volume and liquidity. In measuring the safeguard liabilities related to NFTs, the Group primarily uses prices of recent trades at the Group’s marketplace or other NFT marketplaces. The corresponding assets are recorded as safeguard assets, which are measured at the fair value of crypto assets deposited less the effects of potential loss events, if any.

Property and equipment are measured using the cost model and are reported at the acquisition cost, less accumulated depreciation and accumulated impairment losses. Acquisition costs include costs directly related to the acquisition of assets and costs for dismantling and removing.

Depreciation is calculated based on the depreciable amount. The depreciable amount is calculated as the acquisition cost of an asset, less its residual value.

Property and equipment are depreciated over the estimated useful life of each part of a property item, and depreciation is recognized in profit or loss applying the straight-line method. The straight-line method is applied because it is considered to most closely reflect the expected pattern of consumption of the future economic benefits embodied in the asset.

The estimated useful lives of major property and equipment are as follows:

— Leasehold improvements: 1 year to 5 years

— Equipment and fixtures: 2 years to 14 years

Leasehold improvements are depreciated by the straight-line method over the term of the lease (including reasonably certain options periods) or the estimated useful life of the improvements, whichever is shorter.

Depreciation methods, useful lives, and residual values are reviewed at each reporting date, and adjustments are made when required.

The Group recognizes software development costs as intangible assets if the development costs can be reliably determined, implementation is technologically feasible, there is a high probability for generating future economic benefit, and there are adequate resources to develop and use them. Subsequent to the initial recognition, internally generated intangible assets are measured at the acquisition cost, less accumulated amortization and accumulated impairment losses.

Amortization is based on the acquisition cost of an asset less its residual value.

Amortization of intangible assets is recognized in profit or loss applying the straight-line method over the estimated useful life from the time when the asset is available for use.

The estimated useful lives of major intangible assets are as follows:

— Internally generated intangible assets: 3 to 5 years

Amortization methods, useful lives, and residual values are reviewed at each reporting date, and adjustments are made when required.

The Group considers the useful life of intangible assets to be indefinite only if there is no foreseeable limit to the period over which the intangible assets are expected to generate net cash inflows for the Group based on analysis of all relevant factors. Intangible assets with indefinite useful lives are not amortized and are subject to impairment tests at the same time each year and when there are indications of impairment.

The Group assesses whether a contract is or contains a lease at the inception of the contract. The Group recognizes a right-of-use asset and its corresponding lease liability at the lease commencement date.

A right-of-use asset is measured at cost at the commencement date. Subsequently, the Group measures a right-of-use asset applying the cost model. A right-of-use asset is measured at cost, less any accumulated depreciation and any accumulated impairment losses. The right-of-use asset is depreciated using the straight-line method over the estimated useful life of the asset or the relevant lease term, whichever is shorter. The Group determines the lease term as the sum of the noncancelable period and the periods covered by an option to extend (or terminate) the lease term if the lessee is reasonably certain to exercise (or not exercise) the option. The estimated useful lives of right-of-use assets are approximately 1 year to 5 years.

The Group measures a lease liability at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if such rate cannot be readily determined, the Group’s incremental borrowing rate. Subsequently, the lease liability is measured by adjusting the carrying amount to reflect interest on the lease liability and/or the lease payment. When reassessing or modifying a lease, the Group remeasures the carrying amount of the lease liability and accordingly adjusts the carrying amount of the related right-of-use asset.

For short-term leases and leases of low-value assets, the Group recognizes the lease payments associated with those leases as an expense on a straight-line basis over the lease term.

Nonfinancial assets are reviewed for impairment at the end of each reporting period or if there is an indication of impairment and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized in the condensed consolidated interim statements of profit or loss and other comprehensive income if the asset’s carrying amount is greater than its estimated recoverable amount. The recoverable amount is estimated as the higher of the asset’s fair value, less costs to sell and value in use.

For the purposes of conducting impairment reviews, assets are grouped into cash-generating units to which the assets belong.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Share purchase warrants issued by Coincheck Parent are accounted for as warrant liabilities. The warrants are initially recognized at fair value, and in subsequent periods, measured at FVTPL with any changes in fair value recognized in profit or loss until the warrants are exercised, redeemed, or expire.

Short-term employee benefits, including salaries, bonuses, and paid annual leave, that are expected to be settled wholly within 12 months after the end of the reporting periods, are expensed as the related service is provided. A liability is recognized at the amounts expected to be paid when the liabilities are settled if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by employees and the obligation can be estimated reliably.

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted to their present value.

Provisions are recognized when the Group has legal and constructive obligations because of past events, there is a high probability that an outflow of resources embodying economic benefits will be required to settle those obligations, and the amounts of those obligations can be reasonably estimated. Provisions are discounted to the present value of the estimated future cash flows using a pretax rate that reflects the time value of money and the risks specific to the relevant liabilities.

The unwinding of the discount is recognized in profit or loss.

Ordinary Shares issued by Coincheck Parent are classified as equity, and the proceeds from issuance of such shares are included in Ordinary Shares and capital surplus on the condensed consolidated interim statement of financial position.

The Group earns revenue from sales of crypto assets and remittance fees, deposit and withdrawal fees, and other revenue that mainly derives from the sale of NFTs and to a lesser extent, the issuance of IEOs.

Revenues that arise from contracts with customers are recognized applying the five-step approach of IFRS 15, Revenue from Contracts with Customers, as shown below. Major components of revenue includes transaction revenues from sales of crypto assets to customers and cover counterparties and commission revenues from commissions received for executing transactions. Consideration received from customers does not include significant financing components, because the Group receives payments from its customers soon after it fulfills its performance obligations. Commission received refers to remittance fees, deposit and withdrawal fees, commissions received from the issuer and the applicants in the IEO business, commissions that arise from transactions on the NFT Marketplace, commissions that arise from transactions on the cryptocurrency exchange platform, and other.

Details of revenue and revenue recognition criteria for each of major revenue items recorded in the condensed consolidated interim statements of profit or loss and other comprehensive income are summarized as follows:

Transaction revenue is mainly derived from sales transactions with the Group’s customers. The Group’s customers include parties who hold accounts and utilize the services provided on the Group’s crypto asset platforms, which includes customers on the marketplace platform as well as cover counterparties in sale cover transactions on the Group’s and third-party exchanges. However, users that purchase crypto assets from other users on the Group’s exchange platform but are not charged a commission do not meet the definition of a customer under IFRS 15. When the Group trades with customers on its marketplace platform, the Group adds a bid-ask spread to the prices of the Group’s cover transactions. The spread is set/revised by the Group in a range of 0.1% to 5.0% for each cryptocurrency based on prevailing market conditions, including competitors’ offers. The Group has the discretion to add a spread that might be higher than the above-mentioned range in instances where there are sudden market movements and shortage of liquidity in the market to ensure the execution of the transactions with customers. Furthermore, the spreads are applied to all transactions with customers regardless of whether the positions made by those transactions are offset before the execution of cover transactions.

The Group has a performance obligation in its contracts with customers to transfer control of the cryptocurrencies to the customer and to deliver cryptocurrencies for transactions with customers. Contracts are defined at the transaction level and revenue is recognized at the point of time when this performance obligation is fulfilled in accordance with IFRS 15. When the Group receives cryptocurrencies as noncash consideration, the Group measures received cryptocurrencies at fair value at the time of delivery.

The Group determined that it acts as a principal in such transactions as it controls (i.e., has the ability to direct the use of, and obtain substantially all of the remaining benefits from) the cryptocurrencies it holds as inventory before such cryptocurrencies are transferred to the Group’s customers. Specifically, the Group has the ability to decide whether to hold the crypto assets to balance the Group’s inventory level or sell the crypto assets to customers or cover counterparties. The Group also has the ability to decide to whom the crypto assets will be sold and prevent others from directing the use of the crypto assets. The Group is also entitled to substantially all of the economic benefits of the crypto assets through sales of the crypto assets. Additionally, the Group is primarily responsible for fulfilling the commitment to provide cryptocurrencies to customers on its marketplace platform pursuant to its terms of service, has inventory risk as the Group has no right to return unsold cryptocurrencies to customers or cover counterparties from which it has purchased such cryptocurrencies, and sets the price of the cryptocurrencies it sells on its marketplace platform.

Commission received primarily includes revenue from remittance fees, deposit and withdrawal fees, commissions that are received from the issuer and the applicants in the IEO business, commissions that arise from transactions on the NFT Marketplace, and commissions that arise from transactions on the cryptocurrency exchange platform.

In accordance with IFRS 15, remittance fees are recognized as revenue when the performance obligation that arises from a customer order to remit cryptocurrencies is satisfied.

Deposit and withdrawal fees are recognized as revenue when the customer’s order to deposit or to withdraw cryptocurrencies are fulfilled, resulting in the performance obligation being satisfied.

The IEO business recognizes commission revenue when the issuer’s tokens are listed on its marketplace platform. the Group acts as a principal as it holds the primary responsibility to the issuers. Commissions received from the applicants in the IEO business are recognized as revenue when the obligations to deliver the issuer’s tokens to the applicants are performed. The Group acts as an agent to broker a transaction of orders participating in the Issuer’s IEO and delivers tokens on behalf of the issuer.

Commissions that arise from transactions on the NFT Marketplace are recognized as revenue when the performance obligation of brokering transactions between customers is fulfilled. The Group acts as an agent since the performance obligation is to arrange to transfer NFTs of the selling party to the other party.

Commissions that arise from transactions on the cryptocurrency exchange platform are recognized as revenue when the performance obligation of brokering transactions between customers is fulfilled. The Group acts as an intermediary between customers for orders to buy or sell crypto assets and receives a brokerage fee. The Group does not control the underlying crypto assets before these are transferred to other customers. The Group acts as an agent to broker a transaction of orders to transfer crypto assets of the selling party to the other party.

When the Group receives cryptocurrencies for commissions as noncash consideration, the Group measures received cryptocurrencies at fair value at the time of delivery.

Other revenue mainly refers to sales of NFTs owned by the Group on the NFT Marketplace. In accordance with IFRS 15, sales revenue of NFTs is recognized as revenue when the performance obligation of delivering the NFTs to the customer is fulfilled. The Group acts as a principal since the Group has the ability to decide the price and is responsible for inventory risk.

Income tax expenses include current taxes and deferred taxes. They are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity.

Current taxes are the estimated taxes to be paid or refunded relating to taxable income or losses for the reporting period by applying the enacted tax rate or the substantively enacted tax rate at the end of the reporting period, adjusted for estimated taxes to be paid or refunded for prior years.

Deferred tax assets and liabilities are recognized with respect to the temporary difference between the carrying amount and the tax bases of assets and liabilities. Deferred tax assets and liabilities are not recognized with respect to the temporary differences arising from the initial recognition of assets and liabilities in transactions (other than business combinations) that affect neither the accounting profit nor the taxable profit (tax loss) and does not give rise to equal taxable and deductible temporary differences and the temporary differences arising from investments in subsidiaries, if the Group can control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not be reversed in the foreseeable future.

Deferred tax assets and liabilities are calculated using the tax rate that is expected to be applied at the time when the temporary difference is reversed based on tax laws that are enacted or substantively enacted by the end of the reporting period. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible differences can be utilized. Deferred tax assets are reassessed at the end of each reporting period and recognized to the extent that it is probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are set off when the Group has a legally enforceable right to set off deferred tax assets against deferred tax liabilities, and the deferred tax assets and deferred tax liabilities relate to corporate income taxes levied by the same taxation authority on either the same taxable entity or different taxable entity, which intends to settle the deferred tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously.

The majority of the Group’s operations are in Japan. For the three and nine months ended December 31, 2024, the income tax expense differs from the statutory rate of 30.6% primarily because of the listing expense and professional fees related to the Reverse Recapitalization that were recorded on the Group’s books. After backing out those expenses, the pretax income in Japan was 1,673 million yen resulting in income tax expense of 536 million yen for the three months ended December 31, 2024, and the pretax income in Japan was 2,339 million yen resulting in income tax expense of 750 million yen for the nine months ended December 31, 2024.

Basic earnings per share are calculated as profit attributable to owners of the Group, divided by the weighted-average number of common shares outstanding during the reporting period.

Diluted earnings per share (earnings per share after adjustment for potential shares) are calculated after adjustment for the dilutive effects of all potential common shares.

Presentation and Disclosure in Financial Statements - IFRS 18

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating, investing, financing, income taxes, and discontinued operations. The first three categories are new. These categories are complemented by the requirement to present subtotals and totals for “operating profit or loss,” “profit or loss before financing income and taxes,” and “profit or loss.” IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted. The Group is currently evaluating the impact of this new standard.

Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments, and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments. The amendments clarify that a financial liability is derecognized on the “settlement date,” which is when the related obligation is discharged, canceled, expired, or the liability otherwise qualifies for derecognition. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social, and governance (“ESG”)-linked features and other similar contingent features, and the treatment of nonrecourse assets and contractually linked instruments. In addition, the amendments require additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG linked), and equity instruments classified at fair value through other comprehensive income. The amendments will be effective for annual reporting periods beginning on or after January 1, 2026, but earlier application is permitted. The Group is currently evaluating the impact of these amendments.

There are no other IFRS or International Financial Interpretations Committee (“IFRIC”) interpretations that are not yet effective and that are expected to have a material impact to the condensed consolidated interim financial statements.

Staff Accounting Bulletin (“SAB”) No. 122

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 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. Upon application of the rescission of SAB No. 121, the Group will no longer recognize the safeguard liabilities and corresponding safeguard assets on its consolidated financial statements. If the Group determines to recognize a liability related to the risk of loss under such an obligation, the measurement of such a liability will be determined by applying the recognition and measurement requirements for liabilities arising from contingencies in IAS 37, Provisions, Contingent Liabilities and Contingent Assets, under IFRS. As of the date the accompanying condensed consolidated interim financial statements were issued, the Group is currently evaluating the impact of adopting the guidance. The related impact will be disclosed when the Group completes its evaluation.

The principal risks arising from cryptocurrencies and financial instruments to which the Group is exposed in the course of its business activities include credit risk, liquidity risk, market risk, and operational risk.

Set forth below is information about the impact of each risk on the Group, policies on the identification, analysis and assessment of risk, and capital management in the Group.

To limit risks that have an impact on the Group’s management within an acceptable range, risks are appropriately identified, analyzed, and assessed, and appropriate management organizations are designed to respond to each risk.

The Group establishes rules for managing all risks that affect operations. Those risks arising from cryptocurrencies and financial instruments are managed in accordance with specific management policies and management structures determined by the executive officer responsible for overseeing the departments that manage the risks.

Regarding the risk management of the Group, each supervisory department manages the risk for each risk classification. The head of each supervisory department regularly reports to the risk management department, and the risk management department organizes the contents of the reports received. After that, a risk committee meeting is held, and the CEO monitors the situation and periodically reports to the board of directors.

Credit risk is the risk of financial loss arising from the nonperformance of a counterparty to an agreement. Credit risk arises primarily from risks related to customers and other counterparties.

The carrying amounts of financial assets after impairment are presented in the condensed consolidated interim statements of financial position and are the amounts of maximum exposure of the Group to financial asset credit risks.

Risks relating to customer transactions

Spot transactions are traded within the limit of the amounts received in advance from customers. Therefore, the Group does not take excessive credit risks with any specific customers.

The Group does not have significant credit risk concentration because it has a large retail customer base.

Risks relating to other counterparties

The Group’s cash, cash equivalents, cash segregated as deposits, and cryptocurrencies for facilitating customer transactions are exposed to credit risk because they are deposited in financial institutions and/or cryptocurrency exchange brokers. Those financial institutions are highly credit worthy, and the cryptocurrency exchange brokers are well-established domestic and overseas exchange brokers. Thus, although the credit risk is concentrated in a small number of counterparties, it is considered to be limited. In addition, customer accounts receivable is mainly due from credit card companies, which are payment processors, for settlement of funds from customers. There is also a concentration of credit risk related to customer accounts receivable, as the Group uses a small number of payment processors. However, since the settlement period is short, the credit risk associated with those processors is considered to be limited.

As part of the risk management process, the Group evaluates the financial positions of financial institutions before selecting them and, subsequently, reviews them on a periodic basis. In selecting and dealing with cryptocurrency exchange brokers, the Group monitors the up-to-date information of such brokers via social media and other news sources in order to be informed about any changes in their businesses. In addition, if the Group obtains information related to such brokers’ credit uncertainty, such as a downgrade of their credit ratings, necessary measures are taken by collaborating with all divisions concerned to avoid such risks.

The exposure to credit risk of the Group is as follows:

Notes:

Liquidity risk is the risk of the Group being unable to settle obligations using cash, crypto assets held (current assets), other financial assets, or other means.

The Group finances the funds necessary for operations by obtaining loans from other financial institutions and related parties. Cryptocurrencies received from borrowings, which are recorded as “Crypto asset borrowings” in the condensed consolidated interim statements of financial position, contribute to securing adequate liquidity, as they can be used as the Group’s own assets or in settlement with cryptocurrency exchange brokers. The Group regularly monitors the status and outlook of cash flows and reduces liquidity risks.

The maturity analysis of financial liabilities and the corresponding financial assets for managing liquidity risk are as follows. Cryptocurrencies for facilitating customer transactions are included in the following tables. The contractual cash flows below reflect cash flows presented on an undiscounted cash flow basis, including contractual interest payments.

As of March 31, 2024

As of December 31, 2024

There were no financial liabilities with maturity over one year other than lease liabilities as of March 31, 2024, and December 31, 2024.

Note: 

Market risk is the risk of fluctuations in the fair value of cryptocurrencies or future cash flows as a result of changes in market price. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimizing the return. Market risk mainly includes price fluctuation risk of cryptocurrencies.

The Group holds cryptocurrencies to facilitate customer transactions. The Group also monitors net open position for each cryptocurrency that is traded on its marketplace platform. To limit the price fluctuation risk within a certain level, the Group strives to sustain its cryptocurrencies in approximately the same quantity and amount as the crypto asset borrowings.

The Group is exposed to operational risk arising from a wide variety of factors associated with business processes, personnel; technology and infrastructure; and from external factors other than credit, market, and liquidity risks, such as changes in legal and regulatory requirements. In particular, if any of the private keys relating to the Group’s hot or cold wallets containing cryptocurrencies for its own accounts or for customers is lost, destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, the Group will lose access to the cryptocurrencies in the related wallet and there will be a devastating impact on the Group’s operation. Furthermore, the Group cannot provide assurance that the wallet will not be hacked or compromised. Cryptocurrency and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or other malicious activities. The customers’ ability to access or sell their cryptocurrencies could be affected adversely due to any loss of private keys relating to, or hack or other compromise of, digital wallets used to store cryptocurrencies deposited by customers.

Payables denominated primarily in foreign currencies are exposed to foreign exchange risks. Our foreign exchange risks arise primarily from fluctuations in the U.S. dollar (USD) and Euro. The Group manages foreign exchange risks by continuously monitoring trends in foreign exchange rates and managing its exposure to foreign exchange rate fluctuations.

In addition, to avoid the risk of exchange rate fluctuations, the Group enters into forward exchange contracts for a portion of trade payables denominated in foreign currencies.

The details of these derivative instruments are described in Note 11 “Financial instruments.”

The fundamental principles of the Group’s capital management are to build and uphold a steady financial base for the purpose of maintaining soundness and efficiency of operations and achieving sustainable growth. According to these principles, the Group conducts capital investment; profit distribution, such as dividends; and repayment of loans based on steady operating cash flows through the development and rendering of competitive crypto asset exchange services.

For the capital management, Coincheck calculates and monitors the financial soundness index at the end of each month as the record date in accordance with the “Rules on Financial Management for Crypto-Asset Exchange Service Providers” and related guidelines, which are self-regulatory rules established by the Japan Virtual and Crypto Assets Exchange Association. The financial soundness index is the ratio of the nonfixed equity amount to the sum of the market risk equivalent amount, the counterparty risk equivalent amount, and the basic risk equivalent amount, based on the calculation method stipulated in the related guidelines.

The Group is not subject to any capital restrictions.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The CEO of Coincheck Parent is the CODM of the Group. The CODM reviews financial information for purposes of making operating decisions, allocating resources, and evaluating financial performance. While the Group does have revenue from multiple services, no measures of profitability by service are available. As a result, discrete financial information is not available for each such component. As such, the Group has determined that it operates as one operating segment and one reportable segment.

Revenue breakdowns by revenue from contracts with customers and other sources for the three and nine months ended December 31, 2023 and 2024, are as follows:

Notes:

The Group manages its business in one operating and reportable segment: Crypto Asset.

As discussed in Note 1, Thunder Bridge was identified as the “acquired” entity for financial reporting purposes. Accordingly, the Group treated the Reverse Recapitalization as the equivalent of Coincheck issuing shares for the net assets of Thunder Bridge as of the closing date of the Business Combination, accompanied by a recapitalization. The net assets of Thunder Bridge are stated at fair value, with no goodwill or other intangible assets recorded.

This determination was primarily based on the conclusion that the former Coincheck shareholders have a majority of the voting power of Coincheck Parent and Coincheck personnel comprise a majority of the governing body of Coincheck Parent.

The Reverse Recapitalization is not within the scope of IFRS 3 since there is no change in control based on the continued control of the Group by existing Coincheck shareholders and Thunder Bridge does not meet the definition of a business in accordance with IFRS 3; as such, the Business Combination is accounted for within the scope of IFRS 2. Any excess of fair value of equity instruments deemed to have been issued by Coincheck over the fair value of Thunder Bridge’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Entities involved in SPAC mergers need to determine which entity is the predecessor whose financial statements will become the historical financial statements of the combined Group. The determination of which entity is the predecessor and successor in the merger transaction is separate from the determination of which entity is the accounting acquirer. Rule 405 under the U.S. Securities Act of 1933, as amended, defines a predecessor as “a person the major portion of the business and assets of which another person acquired in a single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.” SPACs are blank-check companies, whose sole purpose is to acquire a target or targets with the capital raised from their IPO. Given that Thunder Bridge was a SPAC and did not have any significant activities, Thunder Bridge’s own operations before the succession are insignificant relative to the operations of Coincheck. Thunder Bridge’s financial statements do not report any significant revenues other than investment income on assets held in trust. As such, Coincheck was considered the predecessor entity for purposes of these condensed consolidated interim financial statements.

In accordance with IFRS 3, Business Combinations, paragraph B22, these condensed consolidated interim financial statements have been prepared as a continuation of Coincheck with:

Transaction Proceeds

Upon closing of the Reverse Recapitalization, the Group received net proceeds of 205 million yen, including 4,780 million yen from the trust, net of redemptions, offset by cash paid for the non-redemption and share forward agreement (the “Non-Redemption Agreement”) with Ghisallo Master Fund LP (“Ghisallo”) (see Note 13 for further details of the non-redemption and share forward agreement) of 1,593 million yen, and transaction costs and professional fees, paid at closing of 2,982 million yen. The following table reconciles the elements of the Reverse Recapitalization to the condensed consolidated interim statements of cash flows and the condensed consolidated interim statement of changes in equity for the nine months ended December 31, 2024:

The following table displays the reconciliation of the total market capitalization attributable to Thunder Bridge stockholders and the reverse recapitalization impact to additional paid-in capital for the three and nine months ended December 31, 2024 and the calculation of the listing expense recognized for the three and nine months ended December 31, 2024:

The following table displays the reconciliation of the total market capitalization attributable to Thunder Bridge stockholders and the reverse recapitalization impact to additional paid-in capital for the three and nine months ended December 31, 2024:

The Reverse Recapitalization also involved:

Under IFRS, there are no accounting standards related to the transactions of crypto assets. However, cryptocurrencies holdings were discussed by the IFRIC in the June 2019 agenda decisions. The agenda decision did not specifically address the activity of crypto assets by entity. Thus, in order to determine the accounting treatment, the Group follows the requirements of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and refers to the “Conceptual Framework for Financial Reporting” and standards related to similar matters. In this context, the Group considers various factors to evaluate whether the Group has control for accounting purposes over crypto assets and accounts for these transactions accordingly.

The Group’s holdings of crypto assets that are controlled by the Group for accounting purposes are presented as part of crypto assets held in the condensed consolidated interim statements of financial position. On the other hand, the Group’s holdings of crypto assets deposited by customers and considered not to be controlled by the Group are not recognized as crypto assets held in the condensed consolidated interim statements of financial position. However, the Group recognizes the obligation to safeguard crypto assets deposited by customers as safeguard liabilities in the condensed consolidated interim statements of financial position and records corresponding safeguard assets as crypto assets held in the condensed consolidated interim statements of financial position (see Note 9 “Safeguard assets/safeguard liabilities”). The amounts of crypto assets deposited by customers not recognized as crypto assets held in the condensed consolidated interim statements of financial position were 649,211 million yen and 1,033,997 million yen as of March 31, 2024, and December 31, 2024, respectively. These amounts are calculated based on the fair value at the end of the reporting period.

Crypto assets deposited by customers include cryptocurrencies and NFTs. Crypto assets deposited by customers are mainly held in electronic wallets administered by the Group in the same way as the Group’s holdings of crypto assets in its own accounts. Although the Group has the private keys that are necessary to dispose of crypto assets deposited by customers, the Group is obliged to purchase and sell crypto assets under the instructions of the customers based on the contractual arrangement with the customers, and the use of the private keys without permission from customers is strictly prohibited. Additionally, in terms of cryptocurrencies, following the requirements of the “Payment Services Act,” “Cabinet Office Order on Virtual Currency Exchange Service Providers” and other laws and regulations, the Group segregates cryptocurrencies deposited by customers from those of the Group in its own accounts and manages each of the customers’ balances. In addition, the Group clearly distinguishes between the wallets for the Group’s holdings of cryptocurrencies in its own accounts and the wallets for those deposited by customers and manages them separately. Regarding NFTs, there are no clear legal regulations in Japan as of December 31, 2024, and all NFTs, including those held by the Group and those deposited by customers, are held in hot wallets. NFTs deposited by customers are recorded on the Group’s database and internal records in the account of the depositing customers. Therefore, the economic benefits and risks related to crypto assets deposited by customers belong, in principle, to the customers, and the Group is not exposed to risks of significant changes in the fair value of these crypto assets. On the other hand, legal rights of crypto assets are not entirely clear, and there is a possibility that crypto assets deposited by customers may be dealt with in the same manner as crypto assets of the Group in its own accounts at the liquidation of the Group, but in terms of cryptocurrencies, Article 63-19-2 of the “Payment Services Act” issued by the Financial Services Agency of Japan allows customers the right to receive repayment of Deposited Crypto Assets and Redemption Guarantee Crypto Assets as defined by the “Payment Services Act” in advance of other creditors in preparation for the bankruptcy risk of the Group.

The accounting policies and balances of the Group’s crypto assets by holding purpose are as follows:

Out of the holdings of cryptocurrencies that are considered to be controlled by the Group for accounting purposes (including those borrowed/deposited based on the loan agreements with customers), cryptocurrencies for facilitating customer transactions are recognized as inventories in the condensed consolidated interim statements of financial position according to provisions of IAS 2 Inventories, as the Group has the ability to direct the use of these cryptocurrencies and the economic benefits resulting from sales attribute to the Group. As of March 31, 2024, and December 31, 2024, the carrying amounts were 44,207 million yen and 55,299 million yen, respectively. These amounts are calculated based on the fair value at the end of the reporting period. See Note 12 “Fair value measurement.”

NFTs for sale are recognized as inventories in the condensed consolidated interim statements of financial position according to provisions of IAS 2 Inventories, as the Group has the ability to direct the use of these NFTs and economic benefits resulting from sales attribute to the Group. The carrying amounts are measured at the lower of cost or net realizable value. However, there were no NFTs held for sale as of March 31, 2024 and December 31, 2024.

Crypto assets held (noncurrent assets) are recognized as intangible assets with indefinite useful lives which are not amortized. There is no foreseeable limit to the period over which the future cash flows of crypto assets held (noncurrent assets) would be generated as the future cash flows cannot be reliably estimated. The useful lives of crypto assets held (noncurrent assets) are regarded as indefinite accordingly. They are reported at the acquisition cost less accumulated impairment losses. As of March 31, 2024, and December 31, 2024, the carrying amounts were nil and 22 million yen, respectively.

In addition to the control assessment of crypto assets deposited by customers as described in Note 8 “Crypto assets held,” the Group implemented the requirements of SAB 121, and recognized the obligation to safeguard its crypto assets deposited by customers as safeguard liabilities and recorded corresponding safeguard assets in the condensed consolidated interim statements of financial position.

The Group managed its crypto assets deposited by customers in the manner described in Note 8 “Crypto assets held” and estimated that the probability of occurrence of any potential loss events is remote. Therefore, safeguard assets were recognized at the same amount as safeguard liabilities.

These amounts are calculated based on the fair value at the end of the reporting period. See Note 12 “Fair value measurement.”

The nature and quantity of crypto assets that the Group is responsible for safeguarding for its customers are as follows:

The Group enters into borrowing agreements with customers under the Coincheck Lending program. The Group has control over crypto assets borrowed/deposited under the program. Therefore, the repayment obligation with respect to the crypto assets borrowed/deposited is recorded as “Crypto asset borrowings,” and the corresponding crypto assets received are recognized as inventories in the condensed consolidated interim statements of financial position.

Crypto asset borrowings are initially measured at the fair value of the crypto assets borrowed/deposited. Subsequent to initial recognition, changes in fair value of crypto asset borrowings are recognized in profit or loss in the corresponding period. See Note 12 “Fair value measurement.”

The interest expenses related to crypto asset borrowings, paid in the same cryptocurrency, for the three months ended December 31, 2023, and December 31, 2024, were 9 million yen and 13 million yen, respectively, and the interest expenses related to crypto asset borrowings, paid in the same cryptocurrency, for the nine months ended December 31, 2023, and December 31, 2024, were 23 million yen and 31 million yen, respectively, which were included in “Selling, general, and administrative expenses” in the condensed consolidated interim statements of profit or loss and other comprehensive income. The interest expenses related to crypto asset borrowings for the nine months ended December 31, 2023, and December 31, 2024, are included as an adjustment to reconcile profit (loss) to “Cash flows from operating activities” in the condensed consolidated interim statements of cash flows.

Since cash and cash equivalents mainly consist of bank deposits, the carrying amount approximates their fair value.

Cash segregated as deposits includes cash deposited in trust accounts. The carrying amount approximates its fair value.

The carrying amount of instruments with short-term maturity approximates their fair value. The fair value of instruments with long-term maturity is measured using future cash flows discounted by a rate reflecting the counterparty or the Group’s credibility, which is a reasonable approximation of the carrying amount.

Derivative assets and liabilities are included in “Other financial assets” under current assets and “Other financial liabilities” under current liabilities, respectively. Derivative assets and liabilities mainly represent cryptocurrency leveraged trading with customers which are measured at the fair value using a valuation technique based on the observable prices in the crypto exchange market.

As part of Thunder Bridge’s IPO, Thunder Bridge issued private and public warrants to third-party investors where each whole warrant entitled the holder to purchase one share of Thunder Bridge’s Class A common stock at an exercise price of USD 11.50 per share. Simultaneously with the closing of the IPO, Thunder Bridge completed the private sale of warrants where each warrant allowed the holder to purchase one share of Thunder Bridge’s Class A common stock at USD 11.50 per share.

In connection with the Reverse Recapitalization, and pursuant to a warrant assumption and amendment agreement, dated as of December 10, 2024, Thunder Bridge private and public warrants were exchanged for Coincheck Parent private and public warrants, respectively, and subject to the same material terms. Upon the completion of the Reverse Recapitalization, there were 4,730,537 public warrants outstanding and 129,611 private warrants outstanding.

The warrants expire on the earlier of the fifth anniversary of the Reverse Recapitalization or the date on which Parent may call the public warrants for redemption (a “Redemption Date”), and will become exercisable at a price of USD 11.50 per share on the date that such underlying Ordinary Shares are registered on an effective registration statement of Coincheck Parent. Coincheck Parent has filed a related Registration Statement on Form F-1 that is pending a declaration of effectiveness by the SEC.

Coincheck Parent may call the public warrants for redemption on a Redemption Date, in whole and not in part, at a price of USD 0.01 per warrant, at any time while the warrants are exercisable and upon not less than 30 days’ prior written notice of redemption to each warrant holder, upon the occurrence of either of the following events:

The private warrants are identical to the public warrants in all material respects, except that so long as the private warrants are held by TBCP IV or its permitted transferees, the private warrants (and the Ordinary Shares issuable upon exercise of these warrants) may not be transferred, assigned or sold until March 10, 2025, subject to certain limited exceptions. Additionally, the private warrants may be exercised by the holders on a cashless basis and will not be redeemable (subject to certain limited exceptions), so long as they are held by TBCP IV or its permitted transferees. If the private warrants are held by someone other than TBCP IV or its permitted transferees, such warrants will be redeemable and exercisable by such holders on the same basis as the public warrants. 

The private warrants are valued using a Monte Carlo simulation. The assumptions used to value the private warrant liabilities during the period were as follows:

The carrying value of the warrant liabilities as of December 31, 2024, is as follows:

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in the fair value hierarchy based on the inputs used in the valuation techniques as follows:

The level of fair value hierarchy is determined by the lowest-level input that is significant to the measurement of the fair value.

Fair value hierarchy of assets and liabilities measured at fair value on a recurring basis in the condensed consolidated interim statements of financial position is as follows:

As of March 31, 2024

As of December 31, 2024

Other financial assets categorized into Level 3 are equity investments in nonlisted entities by using the valuation method based on net assets adjusted by items that are necessary for fair value measurement purposes. The changes in fair value are recognized through other income and expenses. The valuation policy and procedures are set by the Group, and the valuation results are reviewed and approved by the CFO.

The following table presents a reconciliation of other financial assets measured at fair value on a recurring basis using significant unobservable inputs:

There were no transfers between levels for the three and nine months ended December 31, 2023, and December 31, 2024.

As of March 31, 2024

There were no assets or liabilities measured at fair value on a nonrecurring basis as of March 31, 2024.

As of December 31, 2024

There were no significant assets measured at fair value on a nonrecurring basis as of December 31, 2024. For the borrowings from Monex Finance Corporation of 2,526 million yen, carrying value approximates fair value given the market interest rate and short duration.

Authorized share capital

Under Dutch law, the authorized share capital of a public limited liability company is the maximum capital that Coincheck Parent may issue without amending the Group Articles of Association. At least one-fifth of the authorized share capital must at all times be issued. Pursuant to the Group Articles of Association, as of the consummation of the Reverse Recapitalization, Coincheck Parent’s authorized share capital is €4,000,000, divided into 400,000,000 Ordinary Shares with a nominal value of €0.01 each.

Issued share capital

For each of the periods presented, the following table shows the number of Coincheck Parent shares outstanding; this table has been recasted for the effect of the Reverse Recapitalization:

Non-Redemption Agreement

On December 4, 2024, Coincheck Group B.V. and Thunder Bridge entered into the Non-Redemption Agreement with Ghisallo, pursuant to which Ghisallo agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 973,000 Thunder Bridge Public Shares (the “Non-Redemption Shares”) in connection with the Special Meeting. In exchange for the foregoing commitments not to redeem the Non-Redemption Shares, Thunder Bridge paid Ghisallo an amount equal to the product of (x) the number of Non-Redemption Shares and (y) the price at which each Thunder Bridge Public Share was redeemed in connection with the special meeting (the “Redemption Price”). For 90 days following the closing of the Reverse Recapitalization (the “Maturity Date”), if Ghisallo sells any Non-Redemption Shares, Ghisallo agrees to pay to Coincheck Parent an amount equal to the Redemption Price multiplied by the number of such Non-Redemption Shares sold. On the Maturity Date, Ghisallo agreed to transfer to Coincheck Parent, at no cost to Coincheck Parent and free and clear of any liens or encumbrances, any Non-Redemption Shares still retained by it. The Group considered this transaction to be an equity transaction in accordance with IAS 32, Financial Instruments: Presentation, whereas cash paid to Ghisallo was treated as an equity distribution and subsequent cash receipts as equity contributions. As of December 31, 2024, the Group received 202 million yen from this arrangement, which has been recorded to capital surplus in the condensed consolidated interim statement of changes in equity. As a result, 856,242 Non-Redemption Shares were held by Ghisallo as of December 31, 2024.

The bases for calculating basic earnings (losses) per share and diluted earnings (losses) per share for the three and nine months ended December 31, 2023 and 2024, are as follows:

Weighted-average number of shares has been recasted to reflect the Reverse Recapitalization. Basic net earnings (losses) per share are computed by dividing net loss by the weighted-average number of shares of Ordinary Shares outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares (i.e., warrants). Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. For the three and nine months ended December 31, 2023 and 2024, all potentially dilutive securities were not included in the calculation of diluted net income (loss) per share as their effect would be anti-dilutive.

15. Related parties

Below are the related-party balances as of March 31, 2024, and December 31, 2024:

Below is the related-party transaction impact on the condensed consolidated interim statements of profit or loss and other comprehensive income for the three and nine months ended December 31, 2024:

Notes:

The contractual commitment amount related to the lease contract was 65 million yen and nil as of March 31, 2024, and December 31, 2024, respectively.

The Group had committed credit lines from Monex Finance Corporation and JSF Trust and Banking Co., Ltd. for the purpose of stable operating capital in the year ended March 31, 2024, and in the nine months ended December 31, 2024. The undrawn commitments on these credit lines were as follows:

In general, litigation has uncertainties and, therefore, it is difficult to make a reliable estimate on the financial impact of potential outflows embodying economic benefits. Provisions are not recognized if they are not likely to generate potential outflows embodying economic benefits or if the financial impact cannot be estimated reliably. The possibility of any outflows in settlements regarding the lawsuits in dispute with the Group is remote.

In January 2018, Coincheck’s NEM hot wallet was hacked and it lost 526.3 million NEM, or ¥46.6 billion, of customer funds. Although Coincheck compensated customers who were adversely affected by this cybersecurity incident, it was subject to lawsuits relating to the calculation of the compensation provided. Some of these lawsuits have been resolved by judgment or alternative dispute resolution[, but as of December 31, 2024 [there is one remaining lawsuit demanding approximately ¥5 million]. After evaluating the remaining claims and the potential outcomes with external advisors, the Group has determined not to provide a litigation reserve with respect to these remaining claims. The Group has subsequently invested in strengthening its cybersecurity and has become subject to operating procedures, including regulations for the custody of customer crypto assets, subsequently implemented by the JVCEA.

The changes in liabilities to cash flows arising from financing activities are as follows:

As of and for the nine months ended December 31, 2023