Coinbase Global, Inc 8-K, filed Aug 15, 2025
Coinbase Global, Inc. (COIN)
8-K
2025-08-15
For: 2025-08-15
View Original
Added on
April 07, 2026
About this 8-K
Coinbase Global, Inc filed this 8-K on August 15, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): August 15, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)1 | (Zip Code)1 | ||||||||||
Not Applicable
(Registrant’s telephone number, including area code)1
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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. We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s request. Stockholder communications may also be sent to the email address: secretary@coinbase.com.
Item 8.01 Other Events.
On August 15, 2025, Coinbase Global, Inc. (the “Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-287084) filed with the Securities and Exchange Commission on May 8, 2025. The Company filed the Prospectus Supplement for the purpose of registering for resale or other disposition up to an aggregate of 10,997,856 shares of Class A Common Stock by the selling stockholders identified in the Prospectus Supplement to satisfy registration rights granted under that certain Share Purchase Agreement, dated as of May 8, 2025, by and among the Company, Sentillia B.V. (“Sentillia”), the Sentillia Shareholders listed on Exhibit B thereto and Shareholder Representative Services LLC as the shareholders’ agent.
In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Fenwick & West LLP, regarding the legality of the Class A Common Stock being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 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: August 15, 2025 | By: | /s/ Alesia J. Haas | ||||||
| Alesia J. Haas | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 5.1
 | ||
August 15, 2025
Coinbase Global, Inc.
Ladies and Gentlemen:
As counsel to Coinbase Global, Inc., a Delaware corporate (the “Company”), we deliver this opinion with respect to certain matters in connection with the registration by the Company, of 10,997,856 shares of the Company’s Class A common stock, par value $0.00001 per share (the “Shares”), issued to the Selling Stockholders (as defined below), pursuant to that certain share purchase agreement, dated May 8, 2025, by and among the Company, Sentillia B.V., a private limited liability company organized under the laws of the Netherlands (“Sentillia”), the Sentillia shareholders listed on Exhibit B thereto (collectively, the “Selling Stockholders”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the shareholders’ agent. The Shares were registered pursuant to the Registration Statement on Form S-3 (File No. 333-287084) filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 8, 2025 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus dated May 8, 2025 included therein (the “Base Prospectus”), as supplemented by the related prospectus supplement dated August 15, 2025, filed with the Commission pursuant to Rule 424(b)(7) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the registration of the Shares.
As to matters of fact relevant to the opinion rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company (the “Opinion Certificate”). We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.
In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same
Coinbase Global, Inc.
August 15, 2025
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and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.
The opinion in this letter is limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws.
We express no opinion regarding the effectiveness of any waiver or stay, extension or of unknown future rights. Further, we express no opinion regarding the effect of provisions relating to indemnification, exculpation or contribution to the extent such provisions may be held unenforceable as contrary to federal or state securities laws or public policy.
Based upon the foregoing, and subject to the qualifications and exceptions contained herein, we are of the opinion that the Shares to be sold by the Selling Stockholders pursuant to the Registration Statement and Prospectus are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company with the Commission in connection with the registration of the Shares and further consent to all references to us, if any, in the Registration Statement, the Prospectus and any amendments thereto. In giving this consent we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Coinbase Global, Inc.
August 15, 2025
Page 3
This opinion is intended solely for use in connection with the registration and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, is based solely on our understanding of facts in existence as of such date after the aforementioned examination and does not address any potential changes in facts, circumstance or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify the opinion expressed herein.
| Very truly yours, | |||||
| /s/ Fenwick & West LLP | |||||
| FENWICK & WEST LLP | |||||