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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): May 16, 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)

 

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):

 

¨ 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).

 

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. 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.

 

 

 


 

Item 7.01 Regulation FD Disclosure.

 

On May 16, 2022, Coinbase Global, Inc. (“Coinbase” or the “Company”) issued a blog post (the “Blog Post”) relating to its hiring plans. In connection with the Blog Post, Coinbase affirmed its expense outlook for the second quarter of 2022 and full year 2022 that the Company provided on May 10, 2022 in a letter to its shareholders announcing its financial results for the quarter ended March 31, 2022. A copy of the Blog Post is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Coinbase announces material information to its investors using filings with the Securities and Exchange Commission, the Company’s website at www.coinbase.com and blog.coinbase.com, as well as press releases, public conference calls, public webcasts, its Twitter feed (@coinbase), its Facebook page, its LinkedIn page, its YouTube channel, and Brian Armstrong’s Twitter feed (@brian_armstrong). Therefore, Coinbase encourages investors, the media and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
No.

 

Description

   
99.1   Blog Post, dated May 16, 2022.
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 thereunto duly authorized.

 

  COINBASE GLOBAL, INC.
     
Date: May 17, 2022 By: /s/ Alesia J. Haas
    Alesia J. Haas
    Chief Financial Officer

 

EX-99.1 2 tm2215787d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Employee note: An update on hiring plans

 

By Emilie Choi, President and Chief Operating Officer

 

I shared an update with our employees today that I want to also share publicly. Please note that these changes are not expected to have any material impact to our previously communicated expense outlook for Q2, or full-year 2022, as disclosed in our Q1 shareholder letter.

 

Tl;dr: To ensure we’re best positioned to succeed during and after the current market downturn, we’re announcing we’re slowing hiring so we can reprioritize our hiring needs against our highest-priority business goals.

 

Hi all:

 

We’ve made an important decision to ensure we’re being rigorous in our resource prioritization so we can emerge from this down cycle even stronger than we are today.

 

Heading into this year, we planned to triple the size of the company. Given current market conditions, we feel it’s prudent to slow hiring and reassess our headcount needs against our highest-priority business goals. Headcount growth is a key input to our financial model, and this is an important action to ensure we manage our business to the scenarios we planned for, specifically the potential Adjusted EBITDA we are aiming to manage to.

 

Importantly, now is the time to ensure we are fully integrating all recent hires — so we can ensure that they are successful at Coinbase. This slow down will also force us to be more rigorous in our prioritization.

 

Big picture: We know this is a confusing time and that market downturns can feel scary. But as we said at last week’s Town Hall, we plan for all market scenarios, and now we are starting to put some of those plans into practice.

 

We’re in a strong position — we have a solid balance sheet and we’ve been through several market downturns before, and we’ve emerged stronger every time.

 

Like I said in my top of mind email on Friday marking Coinbase’s 10-year anniversary, the best is absolutely yet to come for us.

 

Best,
Emilie