Coinbase offers a fiery response to the SEC’s threat of enforcement action
Brian Armstrong, co-founder and chief executive officer of Coinbase Inc., speaks during the Singapore Fintech Festival, in Singapore, on Friday, Nov. 4, 2022.
Bryan van der Beek | Bloomberg | Getty Images
Crypto exchange Coinbase offered a fiery response on Thursday to last month’s Wells notice from the SEC, telling the federal regulator that an enforcement action against the crypto exchange would pose “major programmatic risks” to the SEC that would “fail on the merits.”
“Coinbase does not list, clear, or effect trading in securities,” the company’s response said. The analysis SEC did staffers to justify an enforcement action “appears to rest on superficial and incorrect analogies to products and services offered by others,” Coinbase wrote in a blog post from chief legal officer Paul Grewal.
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Separately, Grewal told CNBC, “At the time when we went public we had detailed discussions with the SEC about the very aspects of our business that are now — two years later — the subject of the Wells notice. Nothing has changed.”
The SEC indicated to Coinbase in a March wells notice that its spot trading, staking, custody and institutional trading businesses were at risk. The SEC’s warning to Coinbase noted that the regulator would allege Coinbase was offering and selling unregistered securities, in violation of federal law. The SEC has used unregistered offering and sale violations to force other crypto exchanges to close services in the U.S., including the crypto exchange Kraken’s staking-as-a-service product.
If the SEC succeeded, it could force Coinbase to close down those units. To date, the SEC has never approved a crypto-asset entity as an national securities exchange, despite an extensive dialogue with Coinbase over the years.
Executives at the crypto firm have signaled for months that the Coinbase is ready to grapple with the SEC in an existential case not just for Coinbase but the future of the crypto industry in the U.S. at large.
Coinbase noted that the company’s years-long efforts to cooperate with SEC securities staff produced no concerns from SEC staffers until recently. Coinbase also noted that the SEC could have denied the company permission to go public in 2021, when it reviewed Coinbase’s S-1 filing.
Perhaps most consequentially for the rest of the U.S. crypto industry, Coinbase also argues that proposed charges rely on “flawed and untested” theories involving investment contracts, spot markets, and custody services.
Securities lawyers rely on something known as the Howey test, from a Supreme Court case where the SEC sued an Florida orange grove operator for a leaseback and profit-sharing arrangement involving the sale of oranges.
The four elements required to determine whether transactions constitute investment contracts: an investment, in common enterprise, and reasonable expectation of profit, from derived from the work of others.
Coinbase is a secondary market, meaning that investors buy and sell assets that they already own rather than purchasing them directly from an issuer. The Nasdaq and the NYSE are also secondary markets for U.S. equities. Courts have already been reluctant to extend “Howey’s reach to include the secondary trading of assets where no issuer is involved,” Coinbase’s response noted.
Coinbase also issued a point-by-point repudiation of Howey’s applicability to the exchange’s staking service. “Coinbase’s retail staking services fail all four prongs of the Howey test,” Coinbase’s response said.
Coinbase is represented by Sullivan & Cromwell.
“The SEC generally does not acknowledge the existence or non-existence of any investigation unless or until charges are filed,” a spokesperson for the SEC told CNBC.
“Coinbase has never wanted to litigate with the Commission. The Commission should not want to litigate either,” Coinbase wrote in its response. “Litigation will put the Commission’s own actions on trial,” Coinbase said, and “erode public trust cultivated over decades.
Omar Marques | Sopa Images | Lightrocket | Getty Images
EToro, a stock brokerage platform that’s been ramping up in crypto, has priced its IPO at $52 a share, as the company prepares to test the market’s appetite for new offerings.
The Israel-based company raised nearly $310 million, selling nearly 6 million shares in a deal that values the business at about $4.2 billion. The company had planned to sell shares at $46 to $50 each. Another almost 6 million shares are being sold by existing investors.
IPOs looked poised for a rebound when President Donald Trump returned to the White House in January after a prolonged drought spurred by rising interest rates and inflationary concerns. CoreWeave’s March debut was a welcome sign for IPO hopefuls such as eToro, online lender Klarna and ticket reseller StubHub.
But tariff uncertainty temporarily stalled those plans. The retail trading platform filed for an initial public offering in March, but shelved plans as rising tariff uncertainty rattled markets. Klarna and StubHub did the same.
EToro’s Nasdaq debut, under ticker symbol ETOR, may indicate whether the public market is ready to take on risk. Digital physical therapy company Hinge Health has started its IPO roadshow, and said in a filing on Tuesday that it plans to raise up to $437 million in its upcoming offering. Also on Tuesday, fintech company Chime filed its prospectus with the SEC.
Another trading app, Webull, merged with a special-purpose acquisition company in April.
Founded in 2007 by brothers Yoni and Ronen Assia along with David Ring, eToro competes with the likes of Robinhood and makes money through fees related to trading, including spreads on buy and sell orders, and non-trading activities such as withdrawals and currency conversion.
Net income jumped almost thirteenfold last year to $192.4 million from $15.3 million a year earlier. The company has been ramping up its crypto business, with revenue from cryptoassets more than tripling to over $12 million in 2024. One-quarter of its net trading contribution last year came from crypto, up from 10% the prior year.
This isn’t eToro’s first attempt at going public. In 2022, the company scrapped plans to hit the market through a merger with a special purpose acquisition company (SPAC) during a sharp downturn in equity markets. The deal would have valued the company at more than $10 billion.
CEO Yoni Assia told CNBC early last year that eToro was still aiming for a market debut but “evaluating the right opportunity” as it was building relationships with exchanges, including the Nasdaq.
“We definitely are eyeing the public markets,” he said at the time. “I definitely see us becoming eventually a public company.”
EToro said in its prospectus that BlackRock had expressed interest in buying $100 million in shares at the IPO price. The company said it planned to sell 5 million shares in the offering, with existing investors and executives selling another 5 million.
Underwriters for the deal include Goldman Sachs, Jefferies and UBS.
— CNBC’s Ryan Browne and Jordan Novet contributed reporting
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Klay Thompson #31 of the Dallas Mavericks handles the ball during the game against the Memphis Grizzlies during the 2025 SoFi Play-In Tournament on April 18, 2025 at FedExForum in Memphis, Tennessee.
Joe Murphy | National Basketball Association | Getty Images
Chime Financial paid the NBA’s Dallas Mavericks roughly $33 million over three years to have its logo worn as a patch on player jerseys, the company disclosed in its IPO filing Tuesday.
The Mavericks finalized the jersey deal, along with “certain other sponsorship and promotional rights,” in 2020, but terms weren’t announced. CNBC reported at the time that, citing an NBA official, that the league’s patch sponsorships ranged from $2 million to $20 million per season, depending on market size.
Chime, a San Francisco-based fintech company that provides online banking services like direct deposit and credit cards, plans to soon debut on the Nasdaq. Cynthia Marshall, who was CEO for the Mavericks from 2018 until December of last year, is on Chime’s board, so the company included details of the arrangement in the related party transactions section of its filing.
The company said it paid the Mavericks $10.5 million in 2022, $11.5 million in 2023 and $11.2 million last year.
Marshall told CNBC in 2020 that the decision to select Chime for its jersey patch came as the team was looking to fill its official sponsorship slot, which came with the deal. The logo has been displayed around American Airlines Center, where the Mavericks play their home games.
“We wanted somebody that was doing well as a business and growing,” Marshall said. “It’s a perfect fit.”
Chime’s IPO filing lands a day after the Mavericks shocked the NBA world by winning the draft lottery and the right to draft presumed top pick Cooper Flagg from Duke University. The Mavericks had only a 1.8% chance of landing the top pick based on where they finished in the standings. ESPN reported on Wednesday that the Mavericks plan to draft Flagg and are not considering the possibility of trading him.
It was a remarkably fortuitous turn of events for a front office and ownership team that’s been roundly criticized for months since trading franchise cornerstone Luka Doncic in February, bringing back older star Anthony Davis in return.
Longtime owner Mark Cuban sold a majority stake in the Mavericks in 2023 to casino owner Miriam Adelson and her family.
In October, the Mavericks announced a multi-year extension to its Chime deal, agreeing to showcase the brand and the company’s products more broadly. One new aspect was the creation of Chime Lane, “a dedicated entrance featuring exclusive benefits for Chime members during Mavs games and select events at AAC,” the team said in a press release.
— CNBC’s Jordan Novet contributed to this report.
A sign that reads “Epic Intergalactic Headquarters” on campus.
Epic Systems
CureIS Healthcare, a managed care services company, filed a civil lawsuit against Epic Systems on Monday night, alleging the electronic health record, or EHR, giant has carried out a “multi-prong scheme to destroy” CureIS’ business.
CureIS offers technology and managed services for government programs, including Medicare, Medicaid and other state health initiatives. In a 40-page complaint that was made public on Tuesday, CureIS claims Epic has interfered with its customer relationships, blocked access to necessary data and raised unfounded security concerns, among other anticompetitive practices.
Epic, the leader in the EHR market, did not immediately respond to CNBC’s request for comment.
The lawsuit is the latest legal battle facing Epic, which houses medical records for about 280 million patients in the U.S. and offers other health-care tools. Data startup Particle Health filed an antitrust lawsuit against the company in September, alleging Epic has used its dominance in the EHR space to stifle competition in other markets that use that data.
“Particle’s claims are baseless,” Epic told CNBC in a statement at the time.
CureIS’ suit was filed in the U.S. District Court for the Northern District of California. The company is being represented by Quinn Emanuel Urquhart & Sullivan, LLP, the same firm that is representing Particle.
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