Overview
- Coinbase disclosed in an SEC PRE 14C filing that it will convert its state of incorporation to Texas, with unanimous board approval and roughly 78% shareholder support.
- The legal conversion will take effect no earlier than 20 days after the information statement is mailed to stockholders, as required by law.
- The company says the move is a tax-free reorganization that will not change its Nasdaq listing, capital structure, or day-to-day operations.
- Coinbase cited recent unpredictable outcomes in Delaware’s Court of Chancery and pointed to Texas reforms, including Senate Bill 29 and new business courts, for greater legal predictability.
- Delaware litigation tied to Coinbase’s 2021 listing, including a case involving Andreessen Horowitz, remains pending, though future disputes are expected to be heard in Texas or federal court in Dallas.