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Coinbase is the largest U.S. cryptocurrency exchange.
Tiffany Hagler-Geard/Bloomberg
Coinbase Global made public on Thursday the prospectus for its much-anticipated initial public offering, setting up the company to possibly launch its IPO in March.
Coinbase, whose mission is to create an open financial system for everyone, plans to use a direct listing to tap the public equities markets. Coinbase won’t receive any proceeds from shareholders selling their stock during the offering, the prospectus said.
Goldman Sachs,
J.P. Morgan Securities, Allen & Co., and Citigroup Global Markets are acting as financial advisors on the deal. Coinbase plans to trade on the Nasdaq under the symbol “COIN.”
Companies typically have to wait 15 days to commence a roadshow for their IPOs after making the prospectus public. This means Coinbase could launch the direct listing as soon as next month. Coinbase isn’t conducting a typical roadshow, but may host one or more investor days, the prospectus said.
Founded in 2012, Coinbase is the largest U.S. cryptocurrency exchange, with more than 43 million verified users last year, up 34% from 32 million users in 2019. Its online platform allows users to buy, sell, transfer, and store Bitcoin and other digital currencies. The company has raised $537.4 million in funding, according to Crunchbase. Its last round, which raised $300 million in 2018, valued Coinbase at $8 billion. Investors include Andreessen Horowitz, Tiger Global, IVP, and
Ribbit Capital.
Coinbase swung to a profit in 2020. It reported $322.3 million in net income for the year ended Dec. 31, up from $30.4 million in losses for the same period in 2019, the prospectus said. Revenue jumped 136% to $1.14 billion for the same period. The company had 1,249 employees.
Brian Armstrong, Coinbase’s co-founder and CEO, has 21.7% total voting power, while Andreessen Horowitz has 14.3%, the prospectus said.
Coinbase is the latest company to opt for a direct listing instead of a traditional IPO. Roblox, the gaming platform, is going public next month using a direct listing and plans to trade on the New York Stock Exchange. Palantir Technologies (ticker: PLTR), Asana (ASAN), Slack Technologies (WORK), and Spotify Technology (SPOT) also went public using a direct listing.
Until recently, most companies used a traditional IPO to tap the public equities markets, in which companies typically sell new shares with underwriters determining the price for the stock. This sometimes leads to large pops in the aftermarket price of companies. There is also a lockup period that restricts shareholders from selling their stock.
By comparison, direct listing aims to level the playing field for investors. Instead of companies raising fresh capital, existing shareholders sell their stock, and there is no lockup period restricting stockholders from offering their shares. Underwriters in a direct listing also don’t set the price range. Instead, the exchange typically consults with a company’s financial advisors to set the price for the stock.
Coinbase is going public as cryptocurrencies have experienced a surge in acceptance. The price of Bitcoin crossed $50,000 this month after
Tesla
(TSLA) announced a $1.5 billion investment in the cryptocurrency.
Square
(SQ) also invested $170 million in Bitcoin earlier this week.
Write to Luisa Beltran at luisa.beltran@dowjones.com
