Item 5.01.  Change in Control of Registrant
On or about May 21, 2021, Brian Armstrong, the Chairman, Chief Executive Officer
and Co-Founder of Coinbase Global, Inc. (the "Company"), became the beneficial
owner of approximately [52.2]% of the total voting power of the Company's
outstanding capital stock as of May 21, 2021. Mr. Armstrong's voting power
increased to over 50% of the total voting power of the Company as a result of
sales and/or transfers by other stockholders of the Company of Class B common
stock, which pursuant to the terms of the Company's Restated Certificate of
Incorporation resulted in the conversion of their shares from Class B common
stock (which is entitled to twenty votes per share) to Class A common stock
(which is entitled to one vote per share), effectively decreasing the voting
power percentages of such other stockholders relative to Mr. Armstrong. Such
change was not the result of any purchase of the Company's capital stock by Mr.
Armstrong. As a result of future sales or issuances of capital stock by the
Company, and/or exercises, settlements or conversions of options, warrants or
restricted stock units, and additional conversions of Class B common stock into
shares of Class A common stock, Mr. Armstrong's voting power will fluctuate and
may in the future decrease below, and then back above, 50% of the total voting
power of the Company.
Pursuant to the Company's Restated Certificate of Incorporation and Restated
Bylaws, following the certification of Mr. Armstrong's voting power by the
Company upon the direction of the Company's Board of Directors (the "Board"),
(i) the Board will no longer be divided into three classes with staggered
three-year terms and all directors will be elected for annual terms; (ii) a
majority vote of all the directors then in office rather than the affirmative
vote of all of the directors then in office will be required for the nomination
of directors for election to the Board, or to fill vacancies or newly created
directorships resulting from any increase in the authorized number of directors
on the Board; (iii) the Company's stockholders will be able to remove directors
with or without cause by the affirmative vote of the holders of a majority of
the voting power of all of the then-outstanding shares rather than only for
cause and only by the affirmative vote of the holders of at least two-thirds of
the voting power of all of the then-outstanding shares; (iv) the Company's
stockholders will be permitted to take action by written consent; (v) a majority
vote of the total number of authorized directors rather than the affirmative
vote of all of the directors then in office will be required to adopt, amend, or
repeal a provision inconsistent with Section 1.12.1(a) or Section 1.12.3 of
Article I of the Company's Restated Bylaws; and (vi) the Company's stockholders
will be permitted to adopt, amend or repeal any provision of the Restated Bylaws
by the affirmative vote of the holders of a majority of the voting power of all
of the then-outstanding shares rather than either the affirmative vote of at
least 66-2/3% of the voting power of all of the then-outstanding shares or, only
in the event that such proposed adoption, amendment, or repeal of any provision
has been approved by two-thirds of the total number of authorized directors, the
affirmative vote of the holders of a majority of the voting power of all of the
then-outstanding shares. The Company expects to certify Mr. Armstrong's voting
power upon the direction of the Board in the near term.
There are no arrangements known to the Company, the operation of which may, at a
subsequent date, result in a change in control of the Company.
Item 8.01.  Other Events
On May 26, 2021, pursuant to that certain purchase agreement, dated as of May
18, 2021 (the "Purchase Agreement"), with Goldman Sachs & Co. LLC and J.P.
Morgan Securities LLC, as representative of the several initial purchasers named
therein (collectively, the "Initial Purchasers"), pursuant to which the Company
previously issued its 0.05% Convertible Senior Notes due 2026 (the "Notes"), the
Initial Purchasers notified the Company of their exercise of their 30-day option
to purchase an additional $187.5 million principal amount of Notes (the
"Additional Notes"), as set forth in the Purchase Agreement, and on May 26,
2021, the Company issued and sold the Additional Notes to the Initial
Purchasers.
In connection with the exercise by the Initial Purchasers of their option to
purchase the Additional Notes, on May 26, 2021, the Company entered into
privately negotiated capped call transactions (the "Additional Capped Call
Transactions") with each of Bank of America, N.A., Bank of Montreal, Citibank,
N.A., JPMorgan Chase Bank, National Association, Goldman Sachs & Co. LLC and
Mizuho Markets Americas LLC (the "Option Counterparties"). The Additional Capped
Call Transactions were made on substantially identical terms as the private
negotiated capped call transactions the Company entered into with the Option
Counterparties on May 18, 2021, as described in the Company's Current Report on
Form 8-K dated as of May 21, 2021.

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The Additional Capped Call Transactions are separate transactions entered into
by the Company with the Option Counterparties, and are not part of the terms of
the Notes and will not affect any holder's rights under the Notes. Holders of
the Notes will not have any rights with respect to the Additional Capped Call
Transactions.
The foregoing descriptions of the Additional Capped Call Transactions are
qualified in their entirety by the copy of the form of call option transaction
confirmation relating to the Additional Capped Call Transactions, which is
incorporated herein by reference. A copy of the form of call option transaction
confirmation was filed as Exhibit 10.1 to the Company's Current Report on Form
8-K dated as of May 21, 2021.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
Exhibit            Description

104                The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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