SecProbe.io

October 18, 2024
Alesia Haas
Chief Financial Officer
Coinbase Global, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
Re:Coinbase Global, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Response dated May 1, 2024
File No. 001-40289
Dear Alesia Haas:
            We have reviewed your May 1, 2024 responses to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our April 17,
2024 letter.
Form 10-Q for the period ending June 30, 2024
General
We note your response to prior comment 24. In that regard:
•Please tell us why you believe the Circle Agreement is an ordinary course
agreement pursuant to Item 601(b)(10)(ii) of Regulation S-K in light of the fact
that you entered into a share transfer agreement on August 18, 2023 to exchange
your 50% interest in Centre Consortium LLC to its joint venture partner, Circle
US Holdings, Inc., for 3.5% of the fully diluted equity of Circle Internet Financial
Limited.
Regarding whether you are substantially dependent upon the Circle Agreement, •1.

October 18, 2024
Page 2
you state in your response that "there are many alternative stablecoin providers
with which the Company can enter into similar arrangements." Please tell us
whether there are stablecoin providers available for arrangements with similar
terms and transaction volume as provided by the Circle Agreement.
•Provide us your analysis of whether the Circle Agreement is material to the
company within the meaning of Item 601(b)(10)(i) of Regulation S-K,
notwithstanding Item 601(b)(10)(ii) of Regulation S-K.
Cover Page
2.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.
Note 2. Summary of Significant Accounting Policies, page 12
3.We note your response to prior comments 18 and 21 and your disclosures on pages
14, 15, 19 and 28 of the June 30, 2024 Form 10-Q and page 140 of the December 31,
2023 Form 10-K, regarding various items that are recognized in transaction
expense. In future filings, please expand your transaction expense accounting policy
disclosure for each applicable section (e.g. collateral, crypto assets borrowings,
accounts and loans receivable, etc.) to describe where realized and unrealized changes
in fair value are classified. In addition, given transaction expense appears to include
gains and losses related to several different items (e.g. loans receivable, loans payable
and collateral), tell us what consideration you have given to providing a table
disaggregating this income statement line item in your Management’s Discussion and
Analysis.
Crypto Assets Held for Operations, page 14
4.We note your response to prior comment 16 and your enhanced disclosure that you
may receive crypto assets as a form of payment for certain services.  We further note
your statement that those crypto assets are converted to cash near immediately. Please
address the following with respect to your response and revised disclosure:
•Tell us the timeframe you consider to be “near immediate” for these purposes. In
your response, explain to us why you recorded a gain of $86.4 million and a loss
of $31 million for the three months ended March 31, 2024 and June 30, 2024,
respectively, on crypto assets held for operations, despite disposing of the assets
in a near immediate timeframe.
•Tell us how you have determined that crypto assets held for operations
comply with ASC 350-60-50-5 and thus do need not be included in disclosures
required by paragraphs 3 and 4 for ASC 350-60-50. In this regard, it appears that
crypto assets held for operations are not strictly converted to fiat but may be used
for other purposes (e.g. funding loans receivable or used timely to fulfill corporate
expenses).

October 18, 2024
Page 3
5.It appears you present crypto assets held for operations as a component of other
current assets. Please tell us how your presentation is consistent with ASC Topic 350-
60-45-1 which requires crypto assets to be presented separately from other intangible
assets in the statement of financial position.
Note 5. Revenue, page 17
6.We acknowledge your response to prior comments 17 and 24. Please address the
following:
•In your response, you indicate that you do not account for stablecoin revenue in
accordance with ASC 606 in part because you have determined Circle does not
meet the definition of a customer. Provide us with a detailed analysis of the
authoritative accounting guidance that you do apply to your stablecoin revenue
recognition and how that guidance supports your recognition both prior to and
after the August 2023 changes to your agreements with the issuer of USDC. As
part of your response, explain to us how your application of ASC 860 is relevant
to the recognition of stablecoin revenue, which appears to be related to the return
on reserve assets held by Circle.
•Expand your analysis to include a more robust discussion of why you believe
Circle is not a customer under ASC 606 and why Circle does not obtain goods or
services that are an output of the Company's ordinary activities. In that regard, we
note that revenue generated from your agreement with Circle comprised
approximately 22% and 15% of total revenue for the year ended December 31,
2023 and six months ended June 30, 2024, respectively.
•Tell us what your obligations are under each of the original and current
agreements including the specific formulas used to calculate your share of
stablecoin revenue, what specifically your agreement with Circle requires of you
and who controls reserves.
•Tell us how you considered USDC purchaser redemption rights, including that
purchasers who acquire USDC from you cannot redeem directly with Circle, in
your determination that compensation from your arrangements with Circle is
revenue.
•Supplementally provide us with the original and current agreements that govern
how revenue is paid from Circle to Coinbase.
Note 6. Collateralized Arrangement and Financing
Loans and related collateral, page 17
Please tell us and enhance your disclosures in future filings to address the following:
•Clarify how you account for Prime Lending interest income and fees. In your
response and revised disclosure, address when interest income is accrued, and
how you account for any differences between the value of consideration on the
date of accrual and date of settlement.
In your response, you indicate that interest on loans may be paid by the borrower
in cash. When interest is paid in cash, it is calculated in crypto units and converted
to a cash amount using the end of month spot price for the crypto asset lent.
Explain to us how you account for any difference between the accrued daily •7.

October 18, 2024
Page 4
amount of interest due and the amount paid based on the end of month crypto spot
price.
•Clarify where Prime Lending interest income and fees are recognized in the
statements of operations.
8.We note your response to prior comment 22 and your disclosure that you adopted
ASU 2023-08 effective January 1, 2024, including disclosure of reconciliations for
crypto assets held as collateral, crypto assets borrowed, and crypto assets held for
investment as required. Please address the following:
•Revise to present realized and unrealized changes in fair value for crypto assets
held for investment.
•Provide us and include in future 2024 quarterly reports, all the annual
reconciliations as required, including a schedule that aggregates all crypto asset
transactions as required. Refer to ASC 350-60-50-3, ASC 250-10-50-2 and Rule
10-01(b)(7) of Regulation S-X.
•Tell us how you considered disaggregating customer collateral pledged, not
recognized by type of crypto asset (bitcoin, ether, etc.).
•Clarify for us whether assets held in Coinbase accounts designated as collateral
are included in the customer collateral pledged, not recognized disclosed on page
19.  If assets in accounts designated as collateral are not included in this balance,
explain to us how you considered the need to disclose these collateralized assets.
•Explain to us how you determined fiat held in Coinbase accounts designated as
collateral should not be recorded by the company and cite the relevant accounting
literature.
9.We note your response to our prior comment 10. In your response you indicate that
you do not derecognize loaned USDC following the guidance in ASC Topic 860. Tell
us how you have considered the fact that possession of the USDC has been transferred
to counterparties in these transactions, and whether you believe counterparty risk
should be reflected in your accounting for loaned USDC. Provide the basis for your
conclusion in your response. In addition, tell us whether you pledged any USDC as
collateral as of year-end and the most recent interim period end, and the amount of
USDC pledged.
Borrowings and related collateral, page 19
10.Please tell us and enhance your disclosures in future filings to address the following:
•Clarify how you account for fees on crypto asset borrowings. In your response,
and revised disclosure, please address when borrowing fees are accrued, and how
you account for any differences between the value of consideration on the date of
accrual and date of settlement.
•Clarify where borrowing fees are recognized in the statements of operations.

October 18, 2024
Page 5
Note 9. Customer Assets and Liabilities, page 22
11.We acknowledge your response to prior comment 22. Please address the following:
•Please provide us with the following information related to your blockchain
rewards as of the most recent 2024 interim financial statement period available
(and the comparable period). To the extent you are able, provide the information
in the form of a schedule that reconciles to the total blockchain rewards
recognized for each period:
oTell us the amount of blockchain rewards revenue recognized for staking
your own assets held for investment, staking assets on behalf of customers on
your own nodes and staking assets on behalf of customers on nodes operated
by third parties.
oTell us the amount of blockchain rewards revenue recognized by type of
staking asset supported by your platform.
oProvide us a schedule detailing the amount of assets staked for each asset
supported by your platform, disaggregated by type of customer (i.e.
individual or institutional).
•Clarify for us whether the Company recognized any revenue (in any revenue line
item) for staking the Company’s own assets in 2023 or 2024 (through the most
recently completed period). To the extent rewards were recognized, please tell us
the total revenue recognized in each period, where revenue was recorded,
disaggregated by type of crypto asset staked (e.g. ETH, SOL, ATOM, etc.).
•Specifically, for ETH and ATOM, separately provide us with a detailed step by
step walkthrough of the staking process for consumer customers and institutional
customers. Your fulsome step by step analysis should begin with a customer’s
decision to stake their assets, and include (but not necessarily be limited to) the
following:
oExplain various staking options provided to the consumer to stake the
specific asset (ETH and ATOM).
oExplain how the company handles the staked asset once the consumer
decides to engage in staking.
oExplain how the company interacts with the protocol, including any services
the company provides to the protocol by virtue of operating a validator node
(if applicable).
oExplain how/why staking rewards are transferred by the protocol to the
company.
oExplain how staking rewards are transferred by the company to the
consumer.
•Specifically, for both ETH and ATOM, separately provide us with an analysis of
how you have considered the five criteria in ASC 606 in determining your
revenue recognition policies. In your response, provide a detailed response for
both consumer and institutional customers.

October 18, 2024
Page 6
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 39
12.We note your response to prior comment 11 and that changes in average blended fee
rate continued to be a driver of changes in consumer and institutional transaction
revenue during the three and six months ended June 30, 2024. Please address the
following:
•Expand your disclosures to include a narrative discussion of the different
transaction fee levels charged to consumer and institutional customers with a
discussion of the basis for charging different fees (e.g. volume of transaction).
•Tell us how you considered the need to provide key performance indicators
related to transaction fee levels (e.g. average blended fee rate, average transaction
spread etc.).
13.We note your response to prior comment 12. Among other things, it appears that your
safeguarding liability includes both crypto assets custodied for users of your trading
platform and crypto assets for which you provide a specific custodial service and
generate a fee (e.g. crypto assets custodied for crypto asset funds). Given the
increasing trend in your custodial fee revenue, please tell us what consideration you
have given to providing disaggregated disclosure for your safeguarding obligation
related to custodial services.
Subscription and services revenue, page 46
14.Your key business metrics primarily consist of metrics that drive transaction
revenue. Considering that stablecoin revenue and blockchain rewards are material
components of total revenue, please tell us how you considered the need to provide
KPIs specific to these lines of business (e.g. as disclosed on page 5 of your Q2 24
Shareholder letter).
Non-GAAP Financial Measure, page 53
15.Please further expand the disclosure in your Form 10-Q for the quarter ended
September 30, 2024 to more clearly explain how Adjusted EBITDA provides
investors with useful information regarding your results of operations. Refer to Item
10(e)(1)(i)(C) of Regulation S-K.
16.As you have described in your Form 10-K, your operating results are dependent on
crypto assets and have and will continue to fluctuate significantly due to their highly
volatile nature. As the volatility of crypto assets is inherent to your operations,
revenue generating activities, business strategy, and industry, it appears that
impairments on these assets (pre-adoption of ASU 2023-08) were part of your normal,
recurring operations. Accordingly, please revise to remove the non-GAAP adjustment
for impairment on crypto assets still held, net (pre-adoption of ASU 2023-08) in your
reconciliation of Adjusted EBITDA. Refer to Regulation G and question 100.01 of the
Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
With the adoption of ASU 2023-08, we note that you adjust for gains and losses on
crypto assets held for investment in your reconciliation of Adjusted EBITDA. Please
describe in more detail the nature of crypto assets held for investment, your 17.

October 18, 2024
Page 7
investment strategy for these assets, and how these assets are used in your operations.
Tell us what circumstances, if any, would change your current plans to hold these
assets for the long-term.
18.We note that