Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation and supervision of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022 . Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2022 , our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022 . The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Controls Over Financial Reporting
There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Inherent Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III I
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
1. Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive (Loss) Income
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
2. Financial Statement Schedules
All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
3. Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
Incorporated by Reference Filed or Furnished Herewith
Exhibit Number Description Form File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation
S-8 333-254967 4.1 4/1/2021
3.2 Amended and Restated Bylaws
8-K 001-40289 3.1 2/1/2023
4.1 Form of the Registrant’s Class A common stock certificate
S-1 333-253482 4.1 2/25/2021
4.2 Amended and Restated Investors’ Rights Agreement by and between the Registrant and certain securityholders dated March 15, 2021
S-1 333-253482 4.2 3/17/2021
4.3 Indenture, dated as of May 21, 2021, between Coinbase Global, Inc. and U.S. Bank National Association, as trustee
8-K 001-40289 4.1 5/21/2021
4.4 Form of 0.50% Senior Notes due 2026 (included in Exhibit 4.3)
8-K 001-40289 4.2 5/21/2021
4.5 Indenture, dated as of September 17, 2021, among Coinbase Global, Inc., Coinbase, Inc. and U.S. Bank National Association, as trustee
8-K 001-40289 4.1 9/17/2021
4.6 Form of 3.375% Senior Notes due 2028 (included in Exhibit 4.5)
8-K 001-40289 4.2 9/17/2021
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4.7 Form of 3.625% Senior Notes due 2031 (included in Exhibit 4.5)
8-K 001-40289 4.3 9/17/2021
4.8 Description of Class A common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended
X
10.1 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
S-1 333-253482 10.1 2/25/2021
10.2† 2013 Amended and Restated Stock Plan and forms of award agreements thereunder
S-1 333-253482 10.2 2/25/2021
10.3† 2019 Equity Incentive Plan, as amended, and forms of award agreements thereunder
S-1 333-253482 10.3 2/25/2021
10.4† 2021 Equity Incentive Plan and forms of award agreements thereunder
S-1 333-253482 10.4 2/25/2021
10.5† 2021 Employee Stock Purchase Plan and forms of enrollment agreements thereunder
S-1 333-253482 10.5 2/25/2021
10.6† Form of Immediately Exercisable Stock Option Agreement under the 2021 Equity Incentive Plan
10-K 001-40289 10.6 2/25/2022
10.7† Employment Agreement by and between the Registrant and Brian Armstrong, dated February 18, 2021
S-1 333-253482 10.6 2/25/2021
10.8† Employment Agreement by and between the Registrant and Surojit Chatterjee, dated February 24, 2021
S-1 333-253482 10.7 2/25/2021
10.9† Employment Agreement by and between the Registrant and Paul Grewal, dated February 11, 2021
S-1 333-253482 10.8 2/25/2021
10.10† Employment Agreement by and between the Registrant and Alesia J. Haas, dated March 29, 2021
10-K 001-40289 10.10 2/25/2022
10.11† Employment Agreement by and between the Registrant and Emilie Choi, dated April 8, 2021
10-K 001-40289 10.11 2/25/2022
10.12† Change of Control and Severance Policy
S-1 333-253482 10.9 2/25/2021
10.13 Form of Capped Call Transaction Confirmation
8-K 001-40289 10.1 5/21/2021
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10.14† Separation Agreement and Advisory Agreement, each by and between the Registrant and Surojit Chatterjee, and each dated November 30, 2022
X
21.1 List of Subsidiaries of the Registrant
X
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm
X
24.1 Power of Attorney (included on the signature page)
X
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 is formatted in Inline XBRL X
________________
† Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
COINBASE GLOBAL, INC.
Date: February 21, 2023
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 attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, 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, proxies, and agents 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Name Title Date
/s/ Brian Armstrong Chief Executive Officer and Chairman of the Board February 21, 2023
Brian Armstrong (Principal Executive Officer)
/s/ Alesia J. Haas Chief Financial Officer February 21, 2023
Alesia J. Haas (Principal Financial Officer)
/s/ Jennifer N. Jones Chief Accounting Officer February 21, 2023
Jennifer N. Jones (Principal Accounting Officer)
/s/ Marc L. Andreessen Director February 21, 2023
Marc L. Andreessen
/s/ Frederick Ernest Ehrsam III Director February 21, 2023
Frederick Ernest Ehrsam III
/s/ Kathryn Haun Director February 21, 2023
Kathryn Haun
/s/ Kelly Kramer Director February 21, 2023
Kelly Kramer
/s/ Tobias Lütke Director February 21, 2023
Tobias Lütke
/s/ Gokul Rajaram Director February 21, 2023
Gokul Rajaram
/s/ Fred Wilson Director February 21, 2023
Fred Wilson
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