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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Coinbase Global, Inc. 8-K:8,9 3/13/24 11:140K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 25K 2: EX-99.1 Miscellaneous Exhibit HTML 17K 6: R1 Document and Entity Information HTML 36K 8: XML IDEA XML File -- Filing Summary XML 11K 11: XML XBRL Instance -- d759753d8k_htm XML 12K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- coin-20240313_lab XML 45K 5: EX-101.PRE XBRL Presentations -- coin-20240313_pre XML 29K 3: EX-101.SCH XBRL Schema -- coin-20240313 XSD 11K 9: JSON XBRL Instance as JSON Data -- MetaLinks 10± 17K 10: ZIP XBRL Zipped Folder -- 0001193125-24-067329-xbrl Zip 17K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 13, 2024
i Coinbase Global, Inc.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-40289 | i 46-4707224 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Address Not Applicable(1) | Address Not Applicable(1) | |
(Address of principal executive offices) | (Zip Code) |
Not Applicable(1)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
i Class A common stock, $0.00001 par value | i COIN | i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
(1) | We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: secretary@coinbase.com, or to our agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. |
Item 8.01 Other Events.
On March 13, 2024, Coinbase Global, Inc., a Delaware corporation (the “Company”) issued a press release announcing the pricing of its offering of $1.1 billion aggregate principal amount of 0.25% convertible senior notes due 2030 (the “Notes”) in a private placement. The Company also granted the initial purchasers of the Notes a 30-day option to purchase up to an additional $165.0 million principal amount of Notes, solely to cover over-allotments. In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their respective affiliates and/or other financial institutions.
The Notes will be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
A copy of the press release announcing the pricing of the offering of the Notes is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s Class A common stock, if any, issuable upon conversion of the Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press Release dated March 13, 2024 announcing the pricing of the Notes. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COINBASE GLOBAL, INC. | ||||||
Dated: March 14, 2024 | By: | /s/ Alesia J. Haas | ||||
Alesia J. Haas | ||||||
Chief Financial Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/14/24 | |||
For Period end: | 3/13/24 | 4 | ||
List all Filings |