Coincheck Group shareholders authorize up to 63M shares

The Board received an 18-month mandate to issue up to 63,000,000 ordinary shares, restrict or exclude pre-emptive rights, and repurchase up to 10% of issued share capital.

Rhea-AI Filing Summary

Coincheck Group N.V. (CNCK) says shareholders adopted all proposals at its September 25, 2026 annual general meeting. The approvals authorize the Board, for 18 months starting September 25, 2026, to issue up to 63,000,000 ordinary shares and/or grant rights to subscribe for them, and to restrict or exclude pre-emptive rights in connection with issuances or grants under that authorization. Shareholders also authorized repurchases of up to 10% of the ordinary shares in the Company’s issued share capital and approved cancellation of ordinary shares.

Shareholders appointed Mr. St-Jean, Mr. Nakagawa, Mr. Katsuya, Mr. Matsumoto, Mr. Stikker, Mr. Burg, Ms. Suzuki, Ms. Tan and Shumpei Tatebayashi to the Board for one-year terms beginning immediately after the AGM and ending at the end of the 2027 AGM. Tatebayashi’s appointment as a non-executive director increased Board size from 9 to 10. After Takashi Oyagi’s resignation as Executive Director and Executive Chairperson effective September 17, 2026, the Board appointed Mr. St-Jean Executive Chairperson in addition to his Chief Executive Officer and President roles, and Satoshi Hasuo, Chief Stakeholder Officer, as temporary replacement Executive Director until the end of the 2027 AGM.

Key Figures

Votes cast: 168,388,072 votes Issuance authorization: Up to 63,000,000 ordinary shares Authorization duration: 18 months +4 more

7 metrics

Votes cast 168,388,072 votes Coincheck Group’s September 25, 2026 annual general meeting

Issuance authorization Up to 63,000,000 ordinary shares Board authorization for 18 months starting September 25, 2026

Authorization duration 18 months Starting September 25, 2026

Repurchase authorization Up to 10% of the ordinary shares in the Company’s issued share capital Approved at the annual general meeting

Votes for issuance authorization 167,587,586 votes Shareholder vote

Votes for repurchase authorization 168,319,327 votes Shareholder vote

Board size From 9 to 10 directors In connection with Shumpei Tatebayashi’s appointment

Key Terms

pre-emptive rights, remuneration report, discharge of the directors from liability, statutory annual accounts, +1 more

5 terms

pre-emptive rights financial

"restrict or exclude pre-emptive rights accruing to shareholders"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

remuneration report financial

"Remuneration report for the financial year ended March 31, 2026"

A remuneration report is a formal disclosure that lists how much company leaders and board members are paid, including salaries, bonuses, stock awards, pension and other benefits, and explains the rules used to set that pay. Investors use it like a receipt or scorecard to judge whether management’s incentives are aligned with shareholder interests, to estimate ongoing costs, and to spot governance or risk issues that could affect a stock’s value.

discharge of the directors from liability regulatory

"Discharge of the directors from liability in respect of the performance of their duties"

statutory annual accounts financial

"external auditor of the Company’s Dutch statutory annual accounts"

non-executive director other

"appointment of Mr. Tatebayashi as a non-executive director"

A non-executive director is a member of a company’s board who does not work for the company day-to-day but provides independent oversight, strategic guidance and checks on management. For investors, they matter because they act like an impartial referee or outside advisor, helping ensure decisions protect shareholder interests, reduce risks of poor governance, and add credibility to financial reporting and long-term strategy.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share issuance authority did CNCK shareholders approve?

Shareholders authorized the Board, for 18 months starting September 25, 2026, to issue up to 63,000,000 ordinary shares and/or grant rights to subscribe for those shares. They also authorized restricting or excluding pre-emptive rights in connection with issuances or grants under that authorization.

What happened to Coincheck Group’s board after Takashi Oyagi resigned?

Takashi Oyagi resigned as an Executive Director and Executive Chairperson effective September 17, 2026. The Board appointed Mr. St-Jean Executive Chairperson in addition to his Chief Executive Officer and President roles, and Satoshi Hasuo, Chief Stakeholder Officer, as temporary replacement Executive Director until the end of the 2027 AGM.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 09/28/2026 - 04:31 PM Accepted by SEC EDGAR 09/28/2026 - 04:31 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-42438

COINCHECK GROUP N.V.

(Translation of registrant’s name into English)

Nieuwezijds Voorburgwal 162

1012 SJ Amsterdam

The Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Coincheck Group N.V. (“Coincheck Group” or the “Company”) is furnishing this Report on Form 6-K to provide the below updates.

Annual General Meeting

On September 25, 2026, Coincheck Group held its previously announced annual general meeting of shareholders (the “AGM”). The notice of the AGM and related materials were posted to Coincheck Group’s website (https://www.coincheckgroup.com/) under “Governance—General Meetings.” Coincheck Group does not incorporate the information contained on, or accessible through, Coincheck Group’s website or related social media channels into this Report on Form 6-K.

All proposals were adopted pursuant to a vote of shareholders (as of the record date of the close of business on August 28, 2026), as set forth below, based on a total of 168,388,072 votes cast:

Remuneration report for the financial year ended March 31, 2026 (advisory voting item)

						Votes for						Votes against						Votes abstain
Number of shares						167,748,343						577,849						61,880

Adoption of the annual accounts for the financial year ended March 31, 2026

						Votes for						Votes against						Votes abstain
Number of shares						168,285,274						42,368						60,430

Discharge of the directors from liability in respect of the performance of their duties during the financial year ended March 31, 2026

						Votes for						Votes against						Votes abstain
Number of shares						168,321,498						66,246						328

Appointment of the following individuals to the Company’s Board of Directors (the “Board”) for a term of one year, starting immediately after the AGM and ending at the end of the annual general meeting to be held in the year 2027

									Votes for						Votes against						Votes abstain
			Mr. St-Jean						168,337,215						49,027						1,830
			Mr. Nakagawa						168,276,684						49,628						61,760
			Mr. Katsuya						168,277,684						48,628						61,760
			Mr. Matsumoto						168,191,892						135,420						60,760
			Mr. Stikker						168,192,052						134,260						61,760
			Mr. Burg						168,277,215						49,097						61,760
			Ms. Suzuki						168,342,125						44,187						1,760
			Ms. Tan						168,227,298						100,414						60,360
			Mr. Tatebayashi						168,282,825						43,487						61,760

 Reappointment of KPMG Accountants N.V. as the external auditor of the Company’s Dutch statutory annual accounts for the financial year ending March 31, 2027

						Votes for						Votes against						Votes abstain
Number of shares						168,337,468						48,614						1,990

Authorization of the Board for a period of eighteen months starting September 25, 2026 to issue up to 63,000,000 ordinary shares and/or grant rights to subscribe for such shares (the “Issuance Authorization”)

						Votes for						Votes against						Votes abstain
Number of shares						167,587,586						738,016						62,470

Authorization of the Board for a period of eighteen months starting September 25, 2026 to restrict or exclude pre-emptive rights accruing to shareholders in connection with issuances of ordinary shares and/or grants of rights to subscribe for such shares pursuant to the Issuance Authorization (the “Pre-Emptive Rights Authorization”)

						Votes for						Votes against						Votes abstain
Number of shares						167,584,410						740,730						62,932

Authorization of the Board for a period of eighteen months starting September 25, 2026 to repurchase up to 10% of the ordinary shares in the Company's issued share capital

						Votes for						Votes against						Votes abstain
Number of shares						168,319,327						7,775						60,970

Cancellation of ordinary shares in the Company's issued share capital

						Votes for						Votes against						Votes abstain
Number of shares						168,319,435						7,505						61,132

Director Appointments

In connection with the appointment of Mr. Tatebayashi as a non-executive director, the size of the Board of the Company was increased from nine to ten directors. Mr. Tatebayashi was nominated for appointment to the Board by KDDI Corporation pursuant to the previously disclosed Share Subscription and Investor Rights Agreement entered into on May 12, 2026.

Shumpei Tatebayashi (46) is Deputy Head of the Open Innovation Promotion Headquarters of KDDI Corporation (current position) and serves as an Outside Director of au Coincheck Digital Assets Co., Ltd., a joint venture with Coincheck, Inc., and of HashPort, Inc., which operates a non-custodial wallet product business and supports the development and operation of the wallet provided by au Coincheck Digital Assets Co., Ltd. Mr. Tatebayashi joined KDDI Corporation in 2006. In 2022, he was appointed General Manager of the Business Incubation Promotion Division, where he oversaw KDDI Open Innovation Fund, KDDI ∞ Labo and KDDI Digital Gate. In 2023, he was appointed General Manager of the Web3 Promotion Division, where he was responsible for Web3 and metaverse businesses. In 2025, he was appointed to his current position, where he oversees open innovation initiatives and new businesses, including Web3, and was responsible for the capital alliance between KDDI and Coincheck Group.

As previously disclosed in the Company's Report on Form 6-K filed with the U.S. Securities and Exchange Commission on September 17, 2026, Takashi Oyagi resigned as an Executive Director of the Board and Executive Chairperson of the Company, effective as of September 17, 2026, and his proposal for appointment as Executive Director was not put to a shareholder vote. In connection with Mr. Oyagi’s resignation, the Board appointed Mr. St-Jean to the role of Executive Chairperson (in addition to his roles as Chief Executive Officer and President) and

Satoshi Hasuo, the Company’s Chief Stakeholder Officer, as temporary replacement Executive Director until the end of the annual general meeting to be held in the year 2027.

The information in this report is incorporated by reference into Coincheck Group’s Registration Statements on Form S-8 (File No. 333-286190) and Form F-3 (File Nos. 333-292562 and 333-297896) and shall be a part thereof from the date on which such information is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			COINCHECK GROUP N.V.
Date: September 28, 2026			By:			/s/ Jason Sandberg
						Name:			Jason Sandberg
						Title:			Chief Financial Officer