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CORRESP

 Ran D. Ben-Tzur

rbentzur@fenwick.com | 310.434.5403

 May 1, 2024

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

Mr. John Dana Brown

Re:

Coinbase Global, Inc.

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

Form 10-K for the year ended December 31, 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 April 17, 2024 (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.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 1, 2024

 Page
 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, 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.

*******

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 1, 2024

 Page
 3

 Form 10-K for the year ended December 31, 2023

Cover Page

1.
 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”).

Part I

 Item 1. Business,
page 8

2.
 We note your response to prior comment 3 and reissue in part. In future filings please summarize the
information provided in your response letter regarding your various digital engagement practices, investment education tools, optimization functions, and data collection practices. Please also revise to add a risk factor discussing potential
conflicts of interest that may result from the use of optimization functions.

 The Company acknowledges the
Staff’s comment and advises the Staff that the Company will update Part I, Item 1 of the 2024 Form 10-K to disclose the material elements of the Company’s digital engagement practices, investment education tools, optimization
functions, and data collection practices. The Company further advises the Staff that the Company will include a risk factor in substantially the form as follows in its future filings with the Commission beginning with the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2024 (the “Q1 2024 Form 10-Q”):

 “Laws and regulations
regarding conflicts of interest associated with the use of predictive data analytics, digital engagement practices, and similar technologies, if adopted and found to be applicable to our business, may require us to modify, limit, or discontinue our
use of certain technologies and features contained within our products and services and may impact the way that we interact with existing and prospective customers, which could adversely affect our business, operating results, and financial
condition.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 1, 2024

 Page
 4

 We utilize a variety of predictive data analytics, digital engagement practices, and similar
technologies in connection with certain of our products and services, such as recommendations, notifications, educational content, and relevant news, which are primarily designed to promote financial literacy and awareness and to provide customers
with guidance and information to help them make better informed decisions about their crypto activity. Certain jurisdictions have proposed or are considering laws and regulations regarding conflicts of interest associated with the use of predictive
data analytics, digital engagement practices, and similar technologies by broker-dealers, investment advisers and/or other securities market participants. For example, in July 2023 the SEC proposed rules (the “July 2023 Rule Proposals”)
that would impose new obligations on broker-dealers and investment advisers registered, or required to be registered, with the SEC with respect to conflicts of interest associated with the use of predictive data analytics and similar technologies
when interacting with investors. We do not believe that the July 2023 Rule Proposals, if adopted as proposed, would apply to our business, although the SEC has alleged in the June 2023 SEC Complaint that we have acted as an unregistered broker. If
the July 2023 Rule Proposals were to be adopted (as proposed or otherwise) and found to apply to our business, or if similar rules were to be adopted and found to apply to our business in any other jurisdiction in which we operate, we may be
required to modify, limit, or discontinue our use of certain technologies and features contained within our products and services and/or to change the way that we interact with existing and prospective customers. The adoption of such laws or
regulations in the jurisdictions in which we operate could, if they are deemed to apply to our business, adversely affect our business, operating results, and financial condition.”

Ecosystem Products

 Staking, page
9

3.
 We note your response to prior comment 7. Given the growth of your staking business, in future filings
please expand disclosure in this section regarding your staking program, discussing how the staking process operates, how you provide services and generate revenue from that process, your custodial practices for staked crypto assets, a brief
description of your cbETH product, and how your arrangements with customers are structured.

 The Company
acknowledges the Staff’s comment and advises the Staff that the Company will update Part I, Item 1 of the 2024 Form 10-K to disclose additional material elements of the Company’s staking program.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 1, 2024

 Page
 5

 Trusted Crypto Platform

Custodial Practices, page 12

4.
 We note that your Coinbase Asset Management offering utilizes both Coinbase and third parties as
custodians. In future filings please revise to identify such third party custodians and describe the material terms of any agreements you have with them. Additionally please clarify your disclosure on page 12 that you “do not use sub-custodians
in connection with the storage of digital assets” to explain what you mean by this in light of your disclosure regarding the use of third party custodians.

The Company acknowledges the Staff’s comment and advises the Staff that a third-party custodian is not the same as a
sub-custodian. The reference to “sub-custodians” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) is intended to describe an arrangement whereby one
custodian, which the Company identifies as the “sub-custodian,” holds assets on behalf of another custodian. The Company does not use third-party sub-custodians in connection with the storage of digital assets, including through Coinbase
Asset Management (“CBAM”) or any of its products. For clarification, certain CBAM clients enter into direct contractual relationships with third parties to custody their assets (“CBAM Third Parties”),
but this does not result in a “sub-custodian” arrangement. The Company further advises the Staff that the Company will update Part 1, Item I of the 2024 Form 10-K to clarify what it means by “sub-custodian.”

The Company further advises the Staff that under Staff Accounting Bulletin No. 121 (“SAB 121”), the
definition of the term “safeguard” is far broader than the way the term “custody” is normally understood and includes crypto assets CBAM’s clients hold at the CBAM Third Parties. Consequently, even though neither the Company
nor its affiliates custody the crypto assets held at the CBAM Third Parties, pursuant to SAB 121, such assets are reported in the Company’s financial statements included in its filings with the Commission as safeguarding crypto assets. These
crypto assets represented less than 1% of the total crypto assets safeguarded by the Company and were responsible for less than 1% of the Company’s total revenue for the year ended December 31, 2023 and for the quarter ended March 31,
2024. Accordingly, the Company does not believe information concerning the CBAM Third Parties, the agreements with these parties, or their identity is material to an investor in the Company. However, some of this information, including the identity
of the CBAM Third Parties, is publicly disclosed on CBAM’s Form ADV, which is accessible on the Investment Adviser Public Disclosure page of the Commission’s website at https://adviserinfo.sec.gov/. Moreover, the Company will continue to
evaluate its disclosure as it relates to CBAM’s advisory business in its future filings with the Commission to the extent any of CBAM’s offerings become material.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 1, 2024

 Page
 6

 Item 1A. Risk Factors

The Most Material Risks Related to Our Business and Financial Position

A particular crypto asset, product or service’s status as a “security”, page 38

5.
 We note your response to prior comments 41 and 42. In particular, we note your disclosure on pages 17 and
38 that “[t]here is currently no certainty under the SEC’s application of the applicable legal test as to whether particular crypto assets, products or services” are securities. In future filings please revise your disclosure to
clarify that the Commission and courts have identified numerous crypto assets, products and services as securities. Please also remove the statement on page 38 that “the SEC’s views in this area have evolved over time,” consistent
with other revisions you made in response to our prior comments. In addition, refer to your statement that “[t]he legal test for determining whether any given crypto asset, product or service is a security was set forth in the 1946 Supreme
Court case SEC v. W. J. Howey Co.” We note that crypto assets, products and services can be securities other than investment contracts, such as notes. In future filings please revise your disclosure accordingly.

The Company acknowledges the Staff’s comment and advises the Staff that the Company will update Part I, Item 1 of the 2024 Form
10-K in substantially the form as follows (new text in blue, deletions in red):

 “In recent years, the SEC and U.S. state securities
regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws, and in the case of the SEC, has made public statements on this topic – however, these
statements are not binding or definitive guidance, and there is currently no certainty under the SEC’s application of the applicable legal test as to whether
particular crypto assets, products, or services would be deemed securities. Though the SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing
whether any given crypto asset is a security in April 2019, this framework is also not a rule, regulation, or statement of the SEC and is not binding on the SEC. A number of enforcement actions and regulatory proceedings have since been initiated
against digital assets and digital asset products and their developers and proponents, as well
as against trading platforms that support digital assets. The SEC has characterized a number of crypto
assets, products, and services as securities in these regulatory proceedings and enforcement actions, including an enforcement action brought against the Company. The SEC has stated more recently that a crypto asset itself is not a security, but
there is uncertainty and inconsistency in the courts that have grappled with the issue of whether or how certain crypto asset transactions could be deemed securities, and no appellate court has yet addressed the issue. Several foreign governments have also issued similar warnings cautioning that digital assets may be deemed to be securities under the laws of their jurisdictions.

We have established policies and practices to evaluate each crypto asset we consider for listing or for custody and are a founding member of
the Crypto Rating Council, a member-owned and operated organization whose purpose is to assess whether any given crypto assets, or whether the development, issuance, and use of such assets, have characteristics that make them more or less likely to
implicate U.S. federal securities laws. We also evaluate all other products and services prior to launch under U.S. federal and applicable international securities laws.”

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 1, 2024

 Page
 7

 The Company further advises the Staff that the Company will update its risk factor disclosure
in its future filings with the Commission beginning with the Q1 2024 Form 10-Q in substantially the form as follows (new text in blue, deletions in red):

“A particular crypto asset, product or service’s status as a “security” in any relevant jurisdiction is subject to a high
degree of uncertainty and if we are unable to properly characterize a crypto asset or