Pomerantz LLP announces that a class action lawsuit has been filed against Coinbase Global, Inc. and certain of its officers.  The class action, filed in the United States District Court for the Northern District of California, and docketed under 21-cv-06049, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired Coinbase Class A common stock pursuant and/or traceable to the Company’s registration statement and prospectus (collectively, the “Offering Materials”) for the resale of up to 114,850,769 shares of its Class A common stock, whereby Coinbase began trading as a public company on or around April 14, 2021 .  Plaintiff pursues claims against the Defendants under the Securities Act of 1933.

If you are a shareholder who purchased or otherwise acquired Coinbase Class A common stock pursuant and/or traceable to the Company’s registration statement and prospectus, you have until September 20, 2021 to ask the Court to appoint you as Lead Plaintiff for the class.  A copy of the Complaint can be obtained at www.pomerantzlaw.com.   To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll-free, Ext. 7980.  Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased. 

Coinbase “powers the cryptoeconomy,” offering a “trusted platform” for sending and receiving Bitcoin and other digital assets built using blockchain technology to approximately 43 million retail users, 7,000 institutions, and 115,000 ecosystem partners in over 100 countries.

On April 14, 2021, Coinbase filed its prospectus on Form 424B4 with the Securities and Exchange Commission, which forms part of the Registration Statement.  The Company registered for the resale of up to 114,850,769 shares of its Class A common stock by registered shareholders.  According to the Registration Statement, the resale of the Company’s stock was not underwritten by any investment bank and the registered stockholders would purportedly elect whether or not to sell their shares.  Such sales, if any, would be brokerage transactions on the Nasdaq Global Select Market, and Coinbase would purportedly not receive any proceeds from the sale of shares of Class A common stock by the registered stockholders.  Thus, Coinbase’s operations, including its liquidity and capital resources, would continue to be financed with cash flow from operating activities and net proceeds from the sale of convertible preferred stock.  As of December 31, 2020, Coinbase had cash and cash equivalents of $1.1 billion, exclusive of restricted cash and customer custodial funds.

The complaint alleges that, the Offering Materials were false and misleading and omitted to state that, at the time of the Offering: (1) the Company required a sizeable cash injection; (2) the Company’s platform was susceptible to service-level disruptions, which were increasingly likely to occur as the Company scaled its services to a larger user base; and (3) as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.

Only a month later, the high-flying promise of Coinbase came to a screaming halt, as Coinbase conceded the need to raise capital and revealed performance issues that prevented users’ ability to trade cryptocurrencies.  On May 17, 2021, Coinbase announced its plans to raise about $1.25 billion via a convertible bond sale.  Then, on May 19, 2021, Coinbase revealed technical problems, including “delays . . . due to network congestion” effecting those who want to get their money out.

On this news, the Company’s share price fell $23.44 per share, nearly 10% over two consecutive trading sessions, to close at $224.80 per share on May 19, 2021, thereby injuring investors.

By the commencement of this action, Coinbase stock traded as low as $208.00 per share, a significant decline from its April 14, 2021 opening price of $381.00 per share.

Pomerantz LLP, with offices in New York, Chicago, Los Angeles, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomlaw.com.

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