SCHEDULE: Monex Group Boosts Coincheck Stake to 83.16% via 3iQ Deal

Monex Group, Inc. has significantly increased its beneficial ownership in Coincheck Group N.V. to 83.16% following the acquisition of 3iQ Corp. by Coincheck.

Summary

• Monex Group, Inc. (the 'Reporting Person') has increased its beneficial ownership in Coincheck Group N.V. (the 'Issuer') to 136,247,594 Ordinary Shares, representing 83.16% of the class.
• The increase in ownership was triggered by the Issuer's acquisition of Monex Group's 97% beneficial interest in 3iQ Corp., an alternative digital asset manager.
• This transaction, valued at $4.00 per ordinary share for the newly issued shares, closed on February 28, 2026.
• Monex Group initially acquired 109,097,910 Ordinary Shares in a business combination with Thunder Bridge Capital Partners IV, Inc. on December 10, 2024.
• The recent acquisition involved 27,149,684 newly issued Ordinary Shares of the Issuer to Monex Group, with an additional 761,161 shares issued to former minority shareholders of 3iQ Corp.
• The total aggregate purchase price for the acquired shares (including minority shareholders) was $111,840,476, with $108,598,736 payable to Monex Group.
• Monex Group is now filing a Schedule 13D because its beneficial ownership increased by more than two percent of the outstanding Ordinary Shares during the prior 12-month period, making it ineligible for Schedule 13G.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, reflecting Monex Group's strategic commitment to the digital asset space and Coincheck Group N.V.'s expansion through the 3iQ acquisition, which could enhance its market position.

Positives

• Monex Group's increased stake to 83.16% demonstrates strong commitment and confidence in Coincheck Group N.V.'s future.
• The acquisition of 3iQ Corp. expands Coincheck Group N.V.'s digital asset management capabilities, integrating a significant player in the alternative digital asset space.
• The transaction was structured as a cashless roll-over, with Monex Group receiving newly issued shares, indicating a strategic alignment rather than a cash divestment.
• The fixed share price of $4.00 per share for the roll-over provides a clear valuation for the transaction.

Negatives

• The filing does not explicitly detail any negative aspects of the transaction for Coincheck Group N.V. or Monex Group, focusing on the change in ownership and the underlying transaction.

Risks

• The Purchaser (Coincheck Group N.V.) may terminate the agreement if post-signing due diligence reveals matters that materially and adversely affect the value of the Company and its Subsidiaries, taken as a whole.
• The transaction is subject to various completion conditions, including regulatory approvals, absence of a Material Adverse Effect, and satisfactory due diligence, any of which could prevent or delay completion.
• The 'Material Adverse Effect' definition includes broad exclusions (e.g., general economic conditions, industry conditions, acts of God, changes in law, failure to meet forecasts, effects of the announcement itself, changes in crypto prices), which could limit the Purchaser's ability to terminate based on certain adverse developments.
• The Seller's liability for breaches of business or company warranties is capped at 20% of the consideration, and overall liability is capped at 100% of the consideration, potentially limiting recourse for the Purchaser.
• The Roll-over Shares have not been registered under U.S. or non-U.S. securities laws and may be subject to restrictions on sale, transfer, or disposition unless registered or an exemption applies.

Future Outlook

Monex Group, Inc. intends to continuously review its investments in Coincheck Group N.V. and may acquire or dispose of additional securities in the future, depending on various factors including market conditions, the Issuer's business prospects, and other investment opportunities. Coincheck Group N.V. is committed to providing limited registration rights for the Roll-over Shares, with an initial registration statement to be filed within 90 days following Completion, and kept effective for up to two years or until all shares are sold or freely resalable under SEC Rule 144.

Management Comments

• Oki Matsumoto, Executive Chairperson of Coincheck Group N.V., is also Chairman of the Board of Monex Group, Inc.
• Takashi Oyagi, Lead Non-Executive Director of Coincheck Group N.V., is a board member and executive officer of Monex Group, Inc.
• Yo Nakagawa, Executive Director and Chief Planning Officer of Coincheck Group N.V., is also an executive of Monex Group, Inc.
• Satoshi Hasuo, Chief Stakeholder Officer of Coincheck Group N.V. and Chairman, Representative Director, and Executive Director of its principal operating subsidiary, is considered an executive officer of Monex Group, Inc. for its crypto segment.

Industry Context

StockSavvy.ai notes that this transaction solidifies Monex Group's strategic position in the rapidly evolving digital asset management sector through its increased control over Coincheck Group N.V. The acquisition of 3iQ Corp., a digital asset manager, by Coincheck Group N.V. reflects a broader industry trend of consolidation and expansion among financial institutions seeking to enhance their offerings in the cryptocurrency and blockchain space. This move positions Coincheck Group N.V. to leverage 3iQ's expertise and client base, potentially strengthening its competitive standing against other digital asset platforms and traditional financial firms entering the crypto market.

Comparison to Industry Standards

• The valuation of $4.00 per share for the newly issued Coincheck Group N.V. shares in the 3iQ transaction provides a benchmark for recent M&A activity in the digital asset management sector. Comparing this to recent valuations of similar crypto-focused acquisitions, such as Coinbase's acquisition of One River Digital Asset Management or Galaxy Digital's various strategic investments, would offer insight into whether this valuation is at a premium, discount, or in line with market expectations for growth in this volatile sector.
• The structure of the deal, involving a cashless roll-over of shares, is common in strategic alignments where the acquiring entity seeks to retain the seller's long-term interest and expertise. This is comparable to how many fintech and crypto startups are integrated into larger financial groups, aiming for synergy and continued commitment from key stakeholders.

Corporate Governance

Related Party Transactions

• The acquisition of 3iQ Corp. by Coincheck Group N.V. from Monex Group, Inc. is a related-party transaction, as Monex Group is the Reporting Person and a significant shareholder of Coincheck Group N.V. and was the beneficial owner of 3iQ Corp.

Stakeholder Impact

• **Shareholders (Monex Group):** Increased beneficial ownership and strategic control over Coincheck Group N.V., solidifying its position in the digital asset market.
• **Shareholders (Coincheck Group N.V.):** The company gains 3iQ Corp.'s digital asset management business, potentially expanding its market reach and product offerings. However, increased majority ownership by Monex Group could reduce influence for other shareholders.
• **Minority Shareholders of 3iQ Corp.:** Received newly issued Ordinary Shares of Coincheck Group N.V. as consideration, transitioning their investment into a publicly traded entity.
• **Employees of 3iQ Corp.:** Restricted Share Units (RSUs) will be converted into substantially equivalent value restricted stock units under Coincheck Group N.V.'s plan, ensuring continuity of equity incentives.
• **Customers of 3iQ Corp.:** The integration into Coincheck Group N.V. could lead to expanded services or product offerings, but also potential changes in service delivery or branding.

Next Steps

• Monex Group, Inc. intends to continuously review its investments in Coincheck Group N.V.
• Monex Group, Inc. may seek to sell or acquire additional securities of Coincheck Group N.V. in the future.
• Coincheck Group N.V. will use its reasonable best efforts to prepare and file an initial registration statement under the Securities Act within 90 days following Completion to permit the resale of the Roll-over Shares.
• Coincheck Group N.V. will use reasonable best efforts to keep the registration statement continuously effective and usable for resale for up to two years, or until all Roll-over Shares are sold or freely resalable under SEC Rule 144.
• As soon as practicable following Completion, and no later than 90 days, Coincheck Group N.V. shall convert or exchange outstanding Restricted Share Units (RSUs) within the Group into restricted stock units of substantially equivalent value under its existing omnibus incentive plan.
• The Seller and Purchaser will finalize and execute documents and perform acts required to effect the transaction.

Key Dates

Recommendation

Monex Group's increased stake in Coincheck Group N.V. through the 3iQ acquisition is a strategic move that consolidates its position in the digital asset space. While the increased ownership and integration of 3iQ's business are positive for long-term strategic alignment and potential synergies, the immediate impact on Coincheck Group N.V.'s share price is likely to be a reflection of this strategic consolidation rather than a sudden shift in fundamental value. The fixed valuation of $4.00 per share for the transaction provides a clear reference point. Given the inherent volatility and regulatory uncertainties in the digital asset industry, a 'hold' recommendation is appropriate for seasoned investors to observe the integration process and the realization of anticipated synergies before making further investment decisions. The significant insider ownership and board overlap suggest strong internal commitment, but also warrant careful monitoring of corporate governance.

Keywords

Monex Group, Coincheck Group N.V., 3iQ Corp., Schedule 13D, Beneficial Ownership, Digital Asset Management, Cryptocurrency, Acquisition, SEC Filing, Corporate Governance, Investment, Shareholder Stake