[6-K] Coincheck Group N.V. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Potbelly Corporation (PBPB) – Form 4 filing: President & CEO Robert D. Wright reported three Code F transactions on 06/30/2025. Code F denotes shares surrendered to the issuer to cover tax obligations arising from the vesting of previously granted restricted stock units (RSUs).

• Shares withheld: 1,004, 537 and 641, totaling 2,182 common shares at an indicated price of $12.25.
• Post-transaction ownership: 780,254 common shares held directly.
• Context: The surrendered shares represent tax-related withholding, not open-market sales, and reduce Mr. Wright’s stake by a small fraction relative to his overall holdings.

No derivative security activity was reported, and there were no purchases or sales for investment purposes. The filing is routine and conveys minimal impact on Potbelly’s share-count or insider ownership profile.

Insights

Corporate Governance Analyst

TL;DR: Routine tax-withholding; negligible ownership change; neutral governance signal.

The Form 4 shows Mr. Wright surrendered 2,182 shares to settle RSU-related taxes. Code F transactions are internally net-settled and do not convey market sentiment. His direct stake remains substantial at 780,254 shares, reinforcing alignment with shareholders. From a governance standpoint, the disclosure is timely and complete, but it lacks material significance to valuation or control.

Securities Analyst

TL;DR: Non-market disposal of ~0.3% holdings; valuation impact immaterial.

Because the shares were withheld by the company, no market supply was created. At $12.25, the $26.7k notional value is trivial versus Potbelly’s daily volume and Mr. Wright’s remaining position. Investors should view the event as administrative rather than indicative of insider sentiment or operational trends.

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 July 2025

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”) is providing the below update for Coincheck, Inc. (“Coincheck”). This information will also be posted at https://coincheck.com. Coincheck Group (“CNCK” and “CNCKW”), is a public limited liability company and the holding company for Coincheck. Coincheck operates one of the largest multi-cryptocurrency marketplaces and crypto asset exchanges in Japan and is regulated by the Japan Financial Services Agency. Coincheck provides Marketplace and Exchange platforms on which diverse cryptocurrencies, including Bitcoin and Ethereum, are held and exchanged as well as other retail-focused crypto services. Coincheck also leverages its ownership of Next Finance Tech Co., Ltd. to offer staking services to retail customers and corporate clients.

Coincheck Group uses its website (https://www.coincheckgroup.com/) to distribute company information and makes available free of charge a variety of information for investors, including its filings with the Securities and Exchange Commission (“SEC”), as soon as reasonably practicable after electronically filing that material with, or furnishing it, to the SEC. The information that Coincheck Group posts on its website may be deemed material. Accordingly, investors should monitor Coincheck Group’s website, in addition to following its press releases, filings with the SEC, and public conference calls and webcasts. In addition, investors may opt in to automatically receive email alerts and other information about Coincheck Group when enrolling their email address by visiting the “Email Alerts” section of the Coincheck Group website. Coincheck Group does not incorporate the information contained on, or accessible through, Coincheck Group’s website, Coincheck’s website or related social media channels into this Report on Form 6-K.

Monthly Disclosure

Coincheck, Inc. is reporting the following preliminary monthly disclosure information for the past twelve months. The preliminary numbers in the tables below are based on currently available information. These preliminary estimates have not been audited by any independent registered public accountants, are subject to update and should not be extrapolated for future periods.

		Jul. 2024				Aug. 2024				Sep. 2024				Oct. 2024				Nov. 2024				Dec. 2024
Exchange Trading Volume (Million yen)			371,801				411,847				278,984				324,265				728,270				621,559
Marketplace Trading Volume (Million yen)			22,724				18,992				13,412				18,916				50,404				48,116
Customer Assets (Million yen)			750,366				635,917				669,357				735,675				1,106,754				1,142,223
Number of Verified Accounts			2,077,756				2,090,251				2,100,374				2,110,974				2,152,448				2,197,619

		Jan. 2025				Feb. 2025				Mar. 2025				Apr. 2025				May 2025				Jun. 2025
Exchange Trading Volume (Million yen)			595,094				410,135				454,277				366,050				375,676				310,449
Marketplace Trading Volume (Million yen)			46,700				25,629				19,637				21,672				21,333				18,525
Customer Assets (Million yen)			1,285,614				873,795				859,204				886,884				989,365				1,000,300
Number of Verified Accounts			2,258,295				2,278,320				2,291,103				2,302,376				2,325,978				2,351,223

Notes

● Exchange Trading Volume for a specific period is the total value, based on the underlying asset, of all transactions completed through Coincheck’s exchange platform. Coincheck’s exchange platform facilitates buy and sell transactions directly between two parties (a buyer and a seller) for which, generally, Coincheck charges no fee. Coincheck sometimes is a buyer on the exchange platform to help support transaction activity on the marketplace platform.

● 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 business. Historically, Coincheck’s total revenue has been derived primarily from transactions on Coincheck’s marketplace platform business. For additional details, please see Coincheck Group N.V.’s filings with the U.S. Securities and Exchange Commission.

● Customer Assets and Number of Verified Accounts correspond to figures as of the end of each month. 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.

● Customer Assets are preliminary figures prepared in accordance with Japanese generally accepted accounting principles (JGAAP) and differ from the financial figures of Coincheck Group N.V., prepared in accordance with International Financial Reporting Standards (IFRS), and may be revised in the future.

● Prior monthly numbers, which are generally preliminary at the time of initial publication, may have been updated by immaterial amounts.

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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: July 2, 2025	By:	/s/ Gary A. Simanson
		Name:	Gary A. Simanson
		Title:	Chief Executive Officer and President

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FAQ

Why did Potbelly CEO Robert D. Wright dispose of shares on 06/30/2025?

The 2,182 shares were withheld by the company to cover payroll taxes triggered by vested RSUs, not open-market sales.

How many Potbelly shares does the CEO hold after the Form 4 transactions?

Following the tax-withholding transactions, Mr. Wright directly owns 780,254 common shares.

What is a Code F transaction in an SEC Form 4 filing?

Code F indicates shares are surrendered to the issuer solely to pay tax withholding on equity awards.

Did the Form 4 report any derivative security exercises for Potbelly (PBPB)?

No. Table II shows no derivative securities acquired or disposed of during the period.

Is the insider activity in this Potbelly Form 4 considered material to investors?

Given the small share count and tax-related nature of the transactions, the impact is generally viewed as immaterial.