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                                                            February 5, 2025

Oki Oki Matsumoto
Executive Chairperson
Coincheck Group N.V.
Apollolaan 151
1077 AR Amsterdam
The Netherlands

       Re: Coincheck Group N.V.
           Registration Statement on Form F-1
           Filed January 28, 2025
           File No. 333-284537
Dear Oki Oki Matsumoto:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
Cover Page

1.     Please disclose on the cover page the price that each Selling
Securityholder paid for
       their Ordinary Shares, Private Warrants, and Ordinary Shares issuable
upon the
       exercise of Private Warrants being offered for resale. Highlight any
differences in the
       current trading price, the prices that the Selling Securityholders
acquired their shares
       and warrants, and the price that the public securityholders acquired
their shares and
       warrants. Disclose that public securityholders may not experience a rate
of return
       similar to that of the Selling Securityholders because of differences in
respective
       purchase prices and the current trading price. Quantify the potential
profit the Selling
       Securityholders will earn based on the current trading price and revise
your risk factor
       disclosure as necessary.
 February 5, 2025
Page 2

2.     You state that if the trading price of the Ordinary Shares is less than
$11.50, you
       expect warrantholders will not exercise their warrants. Please place
this disclosure in
       context by disclosing the market price of the Ordinary Shares as of the
most recent
       practicable date. Similarly revise the prospectus summary, risk factors,
MD&A and
       use of proceeds section.
Risk Factors
Risks Related to Our Securities
The Ordinary Shares being registered in this prospectus, page 53

3.     Please illustrate the risks of negative pressure on the public trading
price of the
       Ordinary Shares posed by the potential sales of shares under this
registration
       statement by disclosing the purchase price of the securities being
offered for resale.
       Also disclose that private investors have an incentive to sell because
they will still
       profit on sales because they purchased their shares at a lower price
than public
       investors, even though the current trading price of the Ordinary Shares
is below the
       SPAC IPO price.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 95

4.     We note that it is unlikely you will receive significant proceeds from
exercises of the
       Warrants given the disparity between the exercise price of the Warrants
and the
       current trading price of the Ordinary Shares. Please address in your
discussion of
       capital resources any changes in your liquidity position since the
Business
       Combination. If you are likely to have to seek additional capital,
discuss the effect of
       this offering on your ability to raise additional capital.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Lulu Cheng at 202-551-3811 or J. Nolan McWilliams at
202-551-3217
with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Crypto
Assets
cc:   Mark Brod
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