The law firm of Kessler Topaz Meltzer & Check, LLP announces that a securities fraud class action lawsuit has been filed against Coinbase Global Inc.on behalf of those who purchased or acquired Coinbase Class A common stock pursuant and/or traceable to the registration statement and prospectus 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 .

According to the complaint, 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 a Form 424B4, which forms part of the registration statement. Coinbase 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 Coinbase’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, 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 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 one 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” affecting those who want to get their money out.

Following this news, Coinbase’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.  By the time the complaint was filed, Coinbase stock traded as low as $208.00 per share, a decline from its April 14, 2021 opening price of $381.00 per share.

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

Coinbaseinvestors may, no later than September 20, 2021, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, LLP or other counsel, or may choose to do nothing and remain an absent class member.  A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation.  In order to be appointed as a lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class.  Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.

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