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CORRESP
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CORRESP

 555 California Street       

12th Floor

 San Francisco, CA 94104

   415.875.2300

  Fenwick.com

MICHAEL A. BROWN

 EMAIL MBROWN@FENWICK.COM

DIRECT DIAL +1 (415) 875-2432

 October 20, 2023

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[*]” IN THE LETTER FILED VIA EDGAR.

VIA EDGAR AND ELECTRONIC TRANSMISSION

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Crypto Assets

 Office of Finance

100 F Street, NE

 Washington, DC 20549

Attention:

 Ms. Michelle Miller

 Ms. Bonnie
Baynes

 Ms. Lulu Cheng

 Ms. Sandra Hunter
Berkheimer

Re:

 Coinbase Global, Inc.

 Form 10-K for the year ended December 31, 2022

 Filed February 21, 2023 (the “Form 10-K”)

 Form 10-Q for the period ended June 30,
2023

 Filed August 3, 2023 (the “Form 10-Q”)

Form 8-K filed January 10, 2023

Form 8-K filed May 4, 2023

File No. 001-40289

 Ladies and Gentlemen:

On behalf of Coinbase Global, Inc. (the “Company”), in this letter, we respond to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated September 22, 2023 (the “Letter”). The numbered
paragraphs below correspond to the numbered comments in the Letter, and the Staff’s comments are presented in bold italics. The Company has considered each of these disclosures carefully in light of the Staff’s comments and addressed
them as set forth in the responses below. We note that a number of the disclosures addressed in the Staff’s comments were the subject of Staff review of, and comments to, the Company’s Registration Statement on Form S-1 (“Form S-1”) that the Commission declared effective on April 1, 2021 in connection with the Company’s direct public listing.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 20, 2023

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 2

 Confidential Treatment Request

Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of the response below reflecting information that we
have provided supplementally. We request that these portions of the response, as indicated by “[*]”, be maintained in confidence, not be made part of any public record and not be disclosed to any person, as they contain confidential
information, disclosure of which would cause the Company competitive harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we
respectfully request that we be notified immediately so that we may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned.

Form 10-K for the year ended December 31, 2022

General

1.
 We note that you have recently entered into a new agreement with Circle Internet Financial. Please file
that agreement as a material contract or explain why you are not required to do so.

 The Company advises the
Staff that, in August 2023, it entered into an updated arrangement (the “Circle Agreement”) with Circle Internet Financial, LLC (“Circle”).1 The
Circle Agreement does not currently constitute a material contract of the Company within the meaning of Item 601(b)(10) of Regulation S-K and, accordingly, it is not required to be filed with the Commission.
The Circle Agreement is, and the prior revenue sharing arrangements with Circle have historically been, part of the Company’s ordinary revenue generating activities and the Company is not, and has not been, substantially dependent on the Circle
Agreement or its prior agreements with Circle. The Company and Circle initially formed a joint venture and entered into a revenue sharing arrangement in 2019. Revenue from those agreements has not historically been significant to the Company. For
example, in the years ended December 31, 2022 and December 31, 2021, the Company generated approximately 7.7% and 0.1%, respectively, of its total revenue from its arrangement with Circle. While in the six months ended June 30, 2023,
the Company’s revenue from its arrangement with Circle was more significant – the Company derived 23.7% of its total revenue from its arrangement with Circle during such period – the Company advises the Staff that the Company’s
business is diverse, with numerous sources of revenue that evolve rapidly and that its revenue mix fluctuates significantly from quarter-to-quarter and year-to-year based on a variety of factors, including those listed in the Company’s periodic reports filed with the Commission, and therefore, the Company is not
currently substantially dependent on the Circle Agreement. For example, in the same six months ended June 30, 2023, the Company derived 47% of its total revenue from transaction revenue, 23.4% of its total revenue from subscription and services
revenue unrelated to its arrangement with Circle and 5.5% of its total revenue from other sources. The Company further notes that the Circle Agreement does not contain interest income or other economic terms that are materially different from its
prior agreements with Circle

1
 In connection with entering into the Circle Agreement, the Company and Circle and their respective affiliates
entered into various other ancillary agreements, including an agreement providing for a minority equity investment by the Company into Circle and to terminate the Centre Consortium, which the Company and Circle previously established to manage the
governance for USDC. These transactions will be described in the Notes to the Company’s condensed consolidated financial statements for the quarter ended September 30, 2023. While this response focuses solely on the Circle Agreement, which
is the only agreement with Circle pursuant to which the Company is generating revenues, the ancillary agreements entered into in connection with the Circle Agreement are similarly not material contracts within the meaning of Item 601(b)(10) of
Regulation S-K.

CONFIDENTIAL TREATMENT REQUESTED BY COINBASE GLOBAL, INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 20, 2023

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and, as result, the Company does not anticipate that entering into the Circle Agreement will impact its previously provided financial outlook. The Company also notes that it does not have an
exclusive relationship with Circle; there are many alternative stablecoin providers for which the Company can enter into similar arrangements with and the Company has a history of entering into partnership agreements with third parties relating to
the Company’s revenue generating activities and intends to continue to do so going forward. Accordingly, the Company does not believe that it is currently substantially dependent on the Circle Agreement. The Company assesses the materiality of
the various agreements to which it is a party on a regular basis, including to determine whether the Company is substantially dependent on any one party or agreement. To the extent the Company determines in the future that it is substantially
dependent on the Circle Agreement such that the Circle Agreement should be filed under Item 601(b)(10) of Regulation S-K, the Company will file the Circle Agreement.

While the Circle Agreement is not a material contract within the meaning of Item 601(b)(10) of Regulation
S-K, the Company notes that it has historically included a brief description of its revenue sharing arrangement with Circle in the Notes to its consolidated financial statements and that the Company intends to
include a description of the Circle Agreement substantially similar to the following in the Notes to its condensed consolidated financial statements beginning with its Form 10-Q for the quarter ended
September 30, 2023:

 “On August 18, 2023, the Company entered into an updated arrangement with Circle Internet Financial,
LLC.

 Pursuant to this arrangement, the Company shares interest income earned pro rata based on the amount of USDC held on each respective
party’s platform, and from the distribution and usage of USDC after certain expenses. Income derived by the Company from this arrangement is dependent on various factors including the balance of USDC on the Company’s platform, the total
market capitalization of USDC, the investment policy of the issuer of USDC and the prevailing interest rate environment.”

Furthermore, beginning with its Form 10-Q for the quarter ended September 30, 2023, the Company
will include a separate line item in its disaggregated revenue disclosure noting the revenue derivable from the Circle Agreement. Given such disclosures, as well as existing disclosures in the Company’s risk factors regarding the Company’s
relationship with Circle, the Company believes that investors have all of the material information regarding the Circle Agreement.

 Cover Page

2.
 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

CONFIDENTIAL TREATMENT REQUESTED BY COINBASE GLOBAL, INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 20, 2023

 Page
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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.

 Part I

Item 1. Business, page 7

3.
 Please provide greater details regarding your users and describe the use of digital engagement practices
in connection with your platform, including, as examples, only, behavioral prompts, differential marketing, game-like features and other design elements or features designed to engage with retail investors. Please also address the following, without
limitation:

•

 Specifically describe the analytical and technological tools and methods you use in connection with such
practices and your use of technology to develop and provide investment education tools;

•

 Clarify whether any of such practices encourage retail investors to invest in different products or change
investment strategies;

•

 Clarify whether you use any optimization functions (e.g., to increase platform revenues, data collection
and customer engagement);

•

 To the extent your use of any optimization functions may lead to potential conflicts between your platform
and investors, please add related risk factor disclosure; and

•

 Describe in greater detail your data collection practices or those of your third-party service
providers.

 
 Please include a separate risk factor discussing the current and potential future regulatory risks
associated with your use of digital engagement practices. In that regard, please consider the SEC’s request for information and public comment on matters related to the use of such practices made on August 27, 2021.

 The Company directs the Staff to the “Glossary to the Cryptoeconomy” on pages 2-4 of the Form 10-K for the Company’s definitions of “consumers,” “developers” and “institutions,” which constitute Coinbase’s three
customer groups. In response to the Staff’s comment, the Company will revise its definition of “consumers,” who represent the Company’s retail customers and the Company’s primary customers, in future filings with the
Commission beginning with its Form 10-K for the year ending December 31, 2023 in substantially the form as follows (new text in blue, deletions in red): “Consumers: Individual usersretail user
customers with an account on our platform. In order
to create an account and avail themselves of the services on our platform, among other requirements, individuals must certify that they are at least eighteen (18) years of age, agree to our user agreement for consumers, satisfy the requirements
of our robust KYC program, and have read our privacy policy.”

 The
Company advises the Staff that it uses the digital engagement practices described below in connection with its platform. These practices vary across jurisdictions as a result of applicable laws and

 CONFIDENTIAL TREATMENT REQUESTED BY COINBASE GLOBAL, INC.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 20, 2023

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regulations. The Company further advises the Staff that its products and services are designed to enable consumers to participate in the cryptoeconomy by acquiring, storing and using crypto
assets. In furtherance of the Company’s mission of increasing economic freedom in the world, it also offers educational materials and other features intended to educate the general public about the cryptoeconomy and to help consumers
successfully manage their crypto assets. These educational offerings are based on the Company’s belief that financial education, including education about the cryptoeconomy, is an essential building-block in achieving global economic freedom.
Such educational resources are offered both on the Company’s website and through in-app resources for its consumers.

The Company’s products, services and educational offerings incorporate a holistic, customer-centric set of digital engagement practices,
including: recommendations, incentives, notifications, educational content and relevant news. The Company’s digital engagement practices are primarily designed to promote financial literacy and awareness and to provide consumers with the
guidance and information they need to make better informed decisions about their crypto activity. However, some of the Company’s digital engagement practices may result in consumers trading in different products or adjusting their financial
strategy.

 Examples of the Company’s offerings that demonstrate how it uses insights into its consumers’ needs to promote better
financial literacy and to provide guidance include, among others:

•

 Educational Materials: Consistent with its mission, the Company provides financial education and
guidance to its consumers and the general public intended to help individuals successfully manage their crypto. The Company maintains an online collection of how-to guides and tutorials, which are designed to
provide readers with educational materials relating to the cryptoeconomy. These materials are available to the public for free and are regularly updated. The Company also publishes a newsletter on crypto developments, Coinbase Bytes. Certain
consumers are eligible to participate in