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
Date
of Report (Date of earliest event reported): June 9, 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”) is providing the below updates:
| 1. | On
June 10, 2026, Coincheck Group issued a press release announcing the completion of KDDI
Corporation’s strategic investment in Coincheck Group on June 9, 2026 pursuant to the previously-disclosed
Share Subscription and Investor Rights Agreement entered into on May 12, 2026. The press
release is furnished as Exhibit 99.1 to this report. |
| 2. | The
contents hereof will be posted to Coincheck Group’s website (https://www.coincheckgroup.com/).
Coincheck Group uses its website 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; however, by filing this report, and furnishing
the information on its website, Coincheck Group makes no admission as to the materiality
of any such information. 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 or related social media
channels into this report. |
The
information under item 1 (including Exhibit 99.1) 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 No. 333-292562) 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.
EXHIBIT
INDEX
| Exhibit
Number |
|
Exhibit
Description |
| 99.1 |
|
Press release issued by Coincheck Group N.V., dated June 10, 2026. |
SIGNATURE
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.
| Date: June 10, 2026 |
COINCHECK
GROUP N.V. |
| |
|
|
| |
By: |
/s/ Jason
Sandberg |
| |
|
Name:
|
Jason
Sandberg |
| |
|
Title: |
Chief Financial Officer |
Exhibit
99.1
COINCHECK
GROUP ANNOUNCES COMPLETION OF KDDI STRATEGIC INVESTMENT
KDDI
receives newly issued shares of Coincheck Group at $2.28 per share, an aggregate cash purchase price of $65 million, constituting 14.9%
ownership of Coincheck Group’s outstanding ordinary shares
Amsterdam,
Netherlands – June 10, 2026 -- Coincheck Group N.V. (NASDAQ: CNCK) (“Coincheck Group” or the “Company”),
a Dutch public limited liability company that provides digital asset trade execution, custody, staking and asset management services,
and KDDI Corporation (TYO: 9433) (“KDDI”) today announced they have completed KDDI’s strategic investment in Coincheck
Group, having closed their May 12, 2026 share subscription and investment agreement (the “Subscription Agreement”). KDDI
is a major Japanese telecommunications company that provides telecommunications services, finance, energy, IoT services for connected
cars, and data center connectivity.
KDDI
received 28,536,516 newly issued Coincheck Group ordinary shares at a price of $2.28 per share, for an aggregate cash purchase price
of $65,063,256.48. KDDI will receive registration rights for the acquired shares and has the right to nominate one individual for appointment
to the Company’s board, as a non-executive director, at Coincheck Group’s next Annual General Meeting, which is anticipated
to be held in September 2026.
Concurrently
with the signing of the Subscription Agreement, Coincheck Group’s Japanese subsidiary, Coincheck, Inc., entered into a business
alliance agreement with KDDI focused on collaborative initiatives aimed at expanding the digital asset market in Japan, including through
mutual customer referral programs and related revenue sharing and referral fees. By combining KDDI’s distribution reach and trusted
consumer interfaces with Coincheck’s crypto asset platform and product expertise, the parties aim to reduce onboarding friction,
broaden mainstream access to digital assets, and expand practical day-to-day use cases across KDDI’s ecosystem in Japan.
Coincheck
Group was advised by J.P. Morgan, as financial advisor, and De Brauw Blackstone Westbroek and Simpson Thacher & Bartlett LLP, as
legal counsel.
About
Coincheck Group N.V.
Coincheck
Group N.V. (NASDAQ: CNCK) seeks to bring together retail scale, institutional capability and resilient infrastructure in one digital
finance platform offering. Built on its leadership position in Japan as a retail crypto asset exchange provider, the Company is expanding
into institutional services and digital asset infrastructure across multiple markets. Its offerings include trade execution, custody,
staking and asset management services alongside ongoing development in on-chain finance.
About
KDDI Corporation
KDDI
is a leading Japanese telecommunications company with over 100 million customers. In recent years, KDDI has expanded beyond its core
telecommunications business into areas such as AI, finance, energy, retail, and cybersecurity, contributing to structural reforms across
various industries. Globally, KDDI provides mobile services, IoT services for connected cars, and data center connectivity, primarily
in North America, Europe, and Asia. KDDI is driving social impact and transformation through its mid-term management strategy, “Power-to-Connect
2028.” For more information, visit the KDDI website.
https://www.kddi.com/english/
Media
and Investor Relations Contact:
CoincheckIR@icrinc.com
Forward
Looking Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements about plans, goals, objectives, expectations and intentions with respect
to future operations, products and services, and commercial relationships; and specific statements identified in this press release by
words such as “aim,” “aimed” and “seek,” or words of similar meaning or the negative thereof. Such
forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject
to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally
beyond the Company’s control, which could cause actual results or events to differ materially from those presently anticipated.
Such risks, uncertainties, and assumptions, include, among others: (i) the issuance of a significant number of Coincheck Group shares
to KDDI resulting in immediate and substantial dilution to existing shareholders of Coincheck Group; (ii) Coincheck Group’s use
of the funds it will receive from the issuance of shares to KDDI having disappointing or unsuccessful results; (iii) the business alliance
with KDDI having less positive results than expected or otherwise being unsuccessful; (iv) the Company’s ability to execute its
growth strategies, including identifying and executing B2B or B2B2C relationships (such as the business alliance with KDDI), and (v)
other risks and uncertainties discussed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”),
including its Annual Report on Form 20-F for the fiscal year ended March 31, 2025, as such factors may be updated from time to time,
which are or will be accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release
are made only as of the date of this press release and the Company undertakes no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments, or otherwise, except as required by law.
