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We (John) first addressed the topic of “remote-only” or “remote-first” public companies — that claim to have no physical address — (not surprisingly) in 2021. At the time, he shared that the SEC cleared an IPO S-1 even though the cover page did not identify the address of the company’s principal executive offices. John’s last blog about “remote-first” public companies was just over three years ago now, and, by that time, the SEC Staff would no longer declare a registration statement effective unless and until it included a physical address in response to the requirement to disclose principal executive offices. Consider not just the cover page requirement, but also the rules that require certain communications to be sent to the principal executive offices — like Rules 14a-8 and 14d-3(a)(2)(i).

Fast forward to 2025. Comment and response letters related to the same company’s 2022 and 2023 10-Ks were just made public, and the Staff is now saying it needs to disclose its principal executive offices. Here are the three relevant comments and responses on this issue:

Please revise your filing to provide the address of your principal executive offices.

The Company advises the Staff that since May 2020 the Company has been, and continues to be, a remote-first company with no headquarters or principal executive offices. Furthermore, the Company’s executive team and Board of Directors (the “Board”) are distributed. Since May 2020, all Board meetings have been held virtually with the exception of one meeting in 2023, which was held at a location that was not in the Company’s offices. Substantially all of the Company’s executive team meetings are also held virtually, with meetings occasionally held in-person at locations that are either not in the Company’s offices or in various of the Company’s offices distributed around the world. The Company holds all of its stockholder meetings virtually. The Company’s employees are distributed across over 40 states and ten countries.

Because it does not have a headquarters or principal executive offices, the Company currently includes a footnote on the cover page of its periodic and current reports filed with the Commission providing that stockholder communications be directed to an email address set forth in the Company’s proxy materials and/or identified on the Company’s investor relations website and, beginning with its Form 10-Q for the quarter ended September 30, 2023, the Company will update this footnote to further provide such email address, as well as the address of its agent for service of process in the state of Delaware, for purposes of receiving physical mailings from its stockholders and regulatory communications from the Commission.

We note your response to prior comment 2 and reissue. Please revise disclosure in future filings to provide the address of your principal executive offices. While we note that you are a remote-first company and you have provided the address of your agent for service of process, identification of a principal executive office is a requirement of Form 10-K.

The Company acknowledges the Staff’s comment and advises the Staff that as described in the Company’s response to prior comment 2, since May 2020 the Company has been, and continues to be, a remote-first company with no headquarters or principal executive offices. As previously noted, the Company’s employees are distributed across over 40 states and ten countries, the Company’s executive team and Board of Directors (the “Board”) are geographically distributed, and meetings of the executive team and the Board are generally held virtually. However, in response to the Staff’s comment, the Company advises the Staff that the Company has initiated a process to identify an address to satisfy the principal executive offices requirement for purposes of its filings with the Commission and will disclose such address in the Company’s future filings with the Commission no later than the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

We note your response to prior comment 1 that you have “initiated a process to identify an address to satisfy the principal executive offices requirement for purposes of [your] filings with the Commission and will disclose such address in the Company’s future filings with the Commission no later than the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.” Please disclose the address of your principal executive offices in your next Exchange Act report.

The Company advises the Staff that beginning with the Company’s Current Report on Form 8-K filed in connection with the Company’s public release of earnings for the quarter ended September 30, 2024 the Company has included, and will include in future filings with the Commission, an address as requested by the Staff.

John’s prior blog noted that the Staff sometimes accepted a P.O. Box and one company that had its related registration statement declared effective even said that any stockholder communication required to be sent to its principal executive offices may be directed to its agent for service of process. It’s unclear to me whether these options are still accepted. For similarly situated companies, the company did include an address on the cover of its 8-K and 10-Q, but it continues to omit a phone number and includes a footnote that reads: “We are a remote-first company. Accordingly, we do not maintain a headquarters. We are including this address solely for the purpose of compliance with the Securities and Exchange Commission’s rules. Stockholder communications may also be sent to the email address: secretary@coinbase.com.”

– Meredith Ervine