UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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(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 |