As filed with the Securities and Exchange Commission on February 15, 2024
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)
Delaware46-4707224
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
Brian Armstrong
Chief Executive Officer and Chairman of the Board
Coinbase Global, Inc.
Address Not Applicable(1)
(Address of principal executive offices) (Zip Code)
Coinbase Global Inc. 2021 Equity Incentive Plan
Coinbase Global Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
(302) 636-5401
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Mark C. Stevens
Michael A. Brown
Ran D. Ben-Tzur
Jennifer J. Hitchcock
Fenwick & West LLP
228 Santa Monica Blvd, Suite 300
Santa Monica, California 90401
(310) 434-5400

Paul Grewal
Coinbase Global, Inc.
Address Not Applicable(1)
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.
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. ☐

(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.


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) 12,127,929 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) 12,103,892 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) 24,037 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) 2,420,778 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 Statements on Form S-8 filed with the Commission on April 1, 2021 (Registration No. 333-254967), February 25, 2022 (Registration No. 333-263003), and February 21, 2023 (Registration No. 333-269892). 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, 2023, filed with the Commission on February 15, 2024;
(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, including Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K referred to in (a) above.
All reports and 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 the filing of such reports and documents, except as to specific sections of such reports or documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report deemed to be furnished but not filed on Current Reports on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a report or 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 herein or in any subsequently filed report or document, which also is deemed to be incorporated by reference herein, modifies or supersedes such


statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration 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:

Exhibit
Number
Exhibit DescriptionIncorporated by ReferenceFiled
Herewith
FormFile No.ExhibitFiling Date
4.1S-8
333-254967
4.14/1/2021
4.28-K001-402893.12/1/2023
4.3S-1333-2534824.12/25/2021
5.1X
23.1X
23.2X
24.1X
99.1S-1333-25348210.42/25/2021
99.210-K001-4028910.62/25/2022
99.3S-1333-25348210.52/25/2021
107.1X


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 15th day of February, 2024.
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 (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.



SignatureTitleDate
/s/ Brian ArmstrongChief Executive Officer and Chairman of the Board
(Principal Executive Officer)
February 15, 2024
Brian Armstrong
/s/ Alesia J. HaasChief Financial Officer
(Principal Financial Officer)
February 15, 2024
Alesia J. Haas
/s/ Jennifer N. JonesChief Accounting Officer
(Principal Accounting Officer)
February 15, 2024
Jennifer N. Jones
/s/ Marc L. AndreessenDirector
February 15, 2024
Marc L. Andreessen
/s/ Frederick Ernest Ehrsam IIIDirector
February 15, 2024
Frederick Ernest Ehrsam III
/s/ Kathryn HaunDirector
February 15, 2024
Kathryn Haun
/s/ Kelly KramerDirector
February 15, 2024
Kelly Kramer
/s/ Tobias LütkeDirector
February 15, 2024
Tobias Lütke
/s/ Gokul RajaramDirector
February 15, 2024
Gokul Rajaram
/s/ Fred WilsonDirector
February 15, 2024
Fred Wilson

Exhibit 5.1

image_0.jpg
February 15, 2024
Coinbase Global, Inc.

Ladies and Gentlemen:
At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Coinbase Global, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about February 15, 2024 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of an aggregate of 14,548,707 shares (the “Shares”) of the Company’s Class A Common Stock, $0.00001 par value per share (the “Class A Common Stock”), consisting of (a) 12,127,929 additional Shares that are subject to issuance by the Company upon the exercise or settlement of awards (including awards of stock options, restricted stock, stock bonuses, stock appreciation rights, restricted stock units and/or performance shares) granted under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) resulting from (i) 12,103,892 additional Shares available for issuance pursuant to the provision of the 2021 Plan providing for an annual 5% automatic increase in the number of shares reserved for issuance under the 2021 Plan and (ii) 24,037 additional Shares available for issuance under the 2021 Plan as a result of the repurchase of unvested and forfeited shares of Class A Common Stock acquired upon the exercise of stock options that were previously granted and early exercised under the Company’s 2019 Equity Incentive Plan and (b) 2,420,778 additional Shares that are subject to issuance by the Company pursuant to purchase rights to acquire shares of Class A Common Stock granted under the Company’s 2021 Employee Stock Purchase Plan (the “Purchase Plan”) pursuant to the provision of the Purchase Plan providing for an annual 1% automatic increase in the number of shares reserved for issuance under the Purchase Plan. The 2021 Plan and the Purchase Plan are each individually referred to herein as a “Plan” and collectively referred to in this letter as the “Plans”.
As to matters of fact relevant to the opinions 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 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.
1

The opinions in this letter are 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.
Based upon, and subject to, the foregoing, it is our opinion that the Shares, when issued and sold by the Company in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and the applicable form of award agreement thereunder, against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share), and duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, will be validly issued, fully paid and non-assessable.

2


We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are 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. This opinion is intended solely for your use in connection with the issuance 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, and does not address any potential change in facts 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 any of the opinions expressed herein.
Very truly yours,
/s/ Fenwick & West LLP

FENWICK & WEST LLP
3
Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 15, 2024, relating to the financial statements of Coinbase Global, Inc. and the effectiveness of Coinbase Global, Inc.’s internal control over financial reporting appearing in the Annual Report on Form 10-K of Coinbase Global, Inc. for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP
San Francisco, California
February 15, 2024

Exhibit 107.1
Calculation of Filing Fee Tables
 
Form S-8
(Form Type)
 
Coinbase Global, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Share
Maximum Aggregate Offering Price
Fee RateAmount of Registration Fee
EquityClass A common stock, $0.00001 par value per shareRule 457(c) and Rule 457(h)
12,127,929(2)
$129.43(3)
$1,569,717,850(3)
0.00014760$231,690
EquityClass A common stock, $0.00001 par value per shareRule 457(c) and Rule 457(h)
2,420,778(4)
$110.02(5)
$266,333,996(5)
0.00014760$39,311
Total Offering Amounts$1,836,051,846$271,001
Total Fee Offsets(6)
—
Net Fee Due$271,001

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of Coinbase Global, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
(2)
Represents 12,127,929 additional shares of the Registrant’s Class A common stock to be reserved for issuance under the 2021 Equity Incentive Plan (“2021 Plan”) resulting from (i) 12,103,892 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) 24,037 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.
(3)
Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the 2021 Plan, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market (“Nasdaq”) on February 8, 2024.
(4)
Represents 2,420,778 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.


(5)
Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the Purchase Plan, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on Nasdaq on February 8, 2024. Under the Purchase Plan, the purchase price of a share of Class A common stock is equal to 85% of the fair market value of the Registrant’s Class A common stock on the offering date or the purchase date, whichever is less.
(6)The Registrant does not have any fee offsets.

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