Major cryptocurrency exchange Coinbase filed an S-1 registration[1] today, disclosing pertinent company information to the U.S. Securities and Exchange Commission (SEC) ahead of its planned direct listing public offering[2]. Per the filing, Coinbase’s class A common stock will be listed under the symbol “COIN.”
SEC Form S-1 is the initial registration form for new securities required by the SEC for public companies that are based in the U.S. Any security that meets the criteria must have an S-1 filing before shares can be listed on a national exchange (for Coinbase, this would be the NASDAQ). Companies usually file SEC Form S-1 in anticipation of going public. Form S-1 requires that filing companies provide information on the planned use of capital proceeds, detail their current business models and competition and provide a brief prospectus of the planned security itself, offering price methodology and any dilution that will occur to other listed securities.
The S-1 details out how the direct listing would play out if approved:
“Once Goldman Sachs has notified Nasdaq that our shares of Class A common stock are ready to trade, Nasdaq will calculate the Current Reference Price (as defined below) for our shares of Class A common stock, in accordance with the Nasdaq’s rules. If Goldman Sachs then approves proceeding at the Current Reference Price, Nasdaq will conduct price validation checks in accordance with Nasdaq rules. As part of conducting its price validation checks, Nasdaq may consult with Goldman Sachs and other market participants (including the other financial advisors). Upon completion of such price validation checks, the applicable orders that have been entered will then be executed at such price and regular trading of our shares of Class A common stock on the Nasdaq Global Select Market will commence.”
Coinbase’s filling sparked
