M&A - Coinbase Global, Inc.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000167978825000086

Filing Summary: On May 8, 2025, Coinbase Global, Inc. entered into a Share Purchase Agreement with Sentillia B.V. and specific Deribit shareholders to acquire all issued outstanding shares of Deribit. The acquisition requires an aggregate payment of $700 million in cash and the issuance of 10,997,881 shares of Coinbase’s Class A common stock. The transaction's closing depends on the satisfaction of customary conditions including regulatory approvals, truthfulness of representations, and lack of material adverse effects. The agreement includes termination rights and the possibility of a $100 million termination fee under certain conditions. There are also lock-up terms for shareholders receiving more than 75% of the Coinbase Stock, restricting transfer of shares for specified periods. Coinbase will file a registration statement for resale shortly after closing this acquisition, and the agreement is designed to meet SEC regulations. The transaction has potential risks including regulatory delays and integration issues, with the parties committed to fulfilling obligations to close by November 8, 2025, subject to extensions.