As filed with the Securities and Exchange Commission on February 24, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Coinbase Global, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 46-4707224 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
Brian Armstrong
Chairman and Chief Executive Officer
Coinbase Global, Inc.
Address Not Applicable
(Address of principal executive offices) (Zip Code)
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(302) 777-0200
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
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| Please send copies of all communications to: | |
Mark C. Stevens
Michael A. Brown
Ran D. Ben-Tzur
Faisal Rashid
Jennifer J. Hitchcock
Fenwick & West LLP
228 Santa Monica Blvd, Suite 300
Santa Monica, California 90401
(310) 434-5400 |
| Paul Grewal Doug Sharp Jolie Yang Coinbase Global, Inc. Address Not Applicable | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☐ |
| Emerging growth company ☐ |
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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Coinbase Global, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (a) 10,884,131 additional shares of the Registrant’s Class A common stock available for issuance under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) resulting from (i) 10,883,295 additional shares of the Registrant’s Class A common stock available for issuance under the 2021 Plan pursuant to the provision of the 2021 Plan providing for an annual automatic increase in the number of shares reserved for issuance under the 2021 Plan and (ii) 836 additional shares of the Registrant’s Class A common stock available for issuance under the 2021 Plan as a result of the repurchase of unvested and forfeited shares of the Registrant’s Class A common stock acquired upon the exercise of stock options that were previously granted and early exercised under the Registrant’s 2019 Equity Incentive Plan pursuant to the terms of the 2021 Plan and (b) 2,176,659 additional shares of the Registrant’s Class A common stock available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “Purchase Plan”) pursuant to the provision of the Purchase Plan providing for an annual automatic increase in the number of shares reserved for issuance under the Purchase Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statement on Form S-8 filed with the Commission on April 1, 2021 (Registration No. 333-254967). In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 24, 2022; and (b)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(c)the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-40289) filed with the Commission on March 23, 2021 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 5. Interests of Named Experts and Counsel.
As of the date of this Registration Statement, individuals and entities associated with Fenwick & West LLP beneficially own an aggregate of less than 0.001% of the Registrant’s Class A common stock.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference:
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Exhibit Number | | Exhibit Description | | Incorporated by Reference | | Filed
Herewith |
| | Form | | File No. | | Exhibit | Filing Date | |
| | | | | | | | | | | | |
| 4.1 | | | | S-8 | | 333-254967 | | 4.1 | | 4/1/2021 | | |
| 4.2 | | | | S-8 | | 333-254967 | | 4.2 | | 4/1/2021 | | |
| 4.3 | | | | S-1 | | 333-253482 | | 4.1 | | 2/25/2021 | | |
| 5.1 | | | | | | | | | | | | X |
| 23.1 | | | | | | | | | | | | X |
| 23.2 | | | | | | | | | | | | X |
| 23.3 | | | | | | | | | | | | X |
| 24.1 | | | | | | | | | | | | X |
| 99.1 | | | | S-1 | | 333-253482 | | 10.4 | | 2/25/2021 | | |
| 99.2 | | | | 10-K | | 001-40289 | | 10.6 | | 2/24/2022 | | |
| 99.3 | | | | S-1 | | 333-253482 | | 10.5 | | 2/25/2021 | | |
| 107.1 | | | | | | | | | | | | X |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 24th day of February, 2022.
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| COINBASE GLOBAL, INC. |
| |
| By: | /s/ Brian Armstrong |
| Brian Armstrong |
| Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brian Armstrong and Alesia J. Haas, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | | | |
| /s/ Brian Armstrong | | Chief Executive Officer and Director
(Principal Executive Officer) | | February 24, 2022 |
| Brian Armstrong | | |
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| /s/ Alesia J. Haas | | Chief Financial Officer
(Principal Financial Officer) | | February 24, 2022 |
| Alesia J. Haas | | |
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| /s/ Jennifer N. Jones | | Chief Accounting Officer
(Principal Accounting Officer) | | February 24, 2022 |
| Jennifer N. Jones | | |
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| /s/ Marc L. Andreessen | | Director | | February 24, 2022 |
| Marc L. Andreessen | | |
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| /s/ Frederick Ernest Ehrsam III | | Director | | February 24, 2022 |
| Frederick Ernest Ehrsam III | | |
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| /s/ Kathryn Haun | | Director | | February 24, 2022 |
| Kathryn Haun | | |
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| /s/ Kelly Kramer | | Director | | February 24, 2022 |
| Kelly Kramer | | |
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| /s/ Tobias Lütke | | Director | | February 24, 2022 |
| Tobias Lütke | | |
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| /s/ Gokul Rajaram | | Director | | February 24, 2022 |
| Gokul Rajaram | | |
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| /s/ Fred Wilson | | Director | | February 24, 2022 |
| Fred Wilson | | |
