coin-20220419

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2022

Coinbase Global, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40289	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)

(Registrant’s telephone number, including area code)

(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
Class A common stock, $0.00001 par value	COIN	Nasdaq Global Select Market

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).

(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 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 set forth in our proxy materials and/or identified on our investor relations website.

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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 19, 2022, the Board of Directors of Coinbase Global, Inc. (the “Company”) made certain amendments to the Company’s restated bylaws (the “Bylaws,” and as amended, the “Amended and Restated Bylaws”), effective April 19, 2022, to make certain updates and conforming and technical changes, including, among other things: (i) providing that documents and information to be delivered to the Company by stockholders and other individuals under the Amended and Restated Bylaws be delivered by means of electronic mail due to the Company’s status as a remote-first company with no principal executive offices, and (ii) updating the advance notice provisions and clarifying the procedures for the Company’s stockholders seeking to present business at a meeting of the Company’s stockholders such as nominating director candidates and/or submitting stockholder proposals. The Company’s Bylaws previously, among other things: (i) provided that documents and information to be delivered to the Company by stockholders and other individuals be delivered to the Company’s principal executive offices, and (ii) included advance notice provisions that had less specificity with respect to the questionnaires required to be submitted by a Company’s stockholder seeking to nominate a director candidate and the qualifications of a Qualified Representative (as defined in the Bylaws).

The foregoing summary and description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.						Description

3.1						Amended and Restated Bylaws.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: April 20, 2022	By:	/s/ Alesia J. Haas
		Alesia J. Haas
		Chief Financial Officer