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CORRESP
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CORRESP

 Ran D. Ben-Tzur

rbentzur@fenwick.com | 310.434.5403

November 15, 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 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

 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 October 18, 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.

 We and the Company appreciate the Staff’s time to discuss certain of these comments on
November 5, 2024 and November 7, 2024. As noted on those calls and in an email to the Staff on November 15, 2024, we respectfully request that the Staff either issue any additional comments by January 10, 2025 or hold a call with
the Company and its representatives regarding the Company’s responses prior to that date in order to allow the Company to have sufficient time to incorporate any additional disclosure updates in its Annual Report on Form 10-K for the year
ending December 31, 2024 (the “2024 Form 10-K”).

 United States Securities and Exchange Commission

Division of Corporation Finance

 November 15, 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 either indicated by “[*]” or a statement that such information is being provided supplementally to the Staff, 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

 November 15, 2024

 Page
 3

 Form 10-Q for the period ending June 30, 2024

General

1.
 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, 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.

In response to the first bullet point in the Staff’s comment:

The Company advises the Staff that the share transfer agreement with Circle Internet Financial, LLC (“Circle”) does not
impact the Company’s analysis of the Circle Agreement under Item 601(b)(10)(ii) because these contracts are separate and distinct from each other. The Circle Agreement governs the ongoing commercial relationship between Circle and the
Company. The share transfer agreement governs the Company’s August 2023 acquisition of a small equity interest in Circle in connection with termination of the Centre Consortium by Circle and the Company, the material terms of which were
described in detail in Note 11. Prepaid Expenses and Other Current and Non-Current Assets of the Notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 (the “2023 Form 10-K”). Additionally, the Company does not believe that the share transfer agreement itself constitutes a material agreement pursuant to Item 601(b)(10) of Regulation S-K. The
share transfer had been fully performed as of the date that it was entered into and represented, as of September 30, 2024, a carrying value on the Company’s balance sheet that was 0.02% of the Company’s total assets. Further, the
Company advises the Staff that, as previously disclosed, the Company holds numerous strategic investments in privately held companies in the form of equity securities. Therefore, the share transfer agreement does not impact the Company’s
analysis with respect to the Circle Agreement because it is a separate contract from the Circle Agreement and it is not a material agreement pursuant to Item 601(b)(10) of Regulation S-K.

In response to the second bullet point in the Staff’s comment:

The Company advises the Staff that the Company does not have an exclusive relationship with Circle and has entered into partnerships with other
stablecoin issuers, certain of which similarly involve both revenue sharing and equity investments. There is an increasing number of, and increasing volumes of, stablecoins other than USDC. For example, USDT currently has a larger market
capitalization than USDC, and the issuer of USDT has recently self-reported that it has 330 million onchain wallets and accounts. The Company processes more volume in transactions in USDT than USDC on its platform, and USDT is one of the top
crypto assets by trading volume on the Company’s platform, behind only Bitcoin and Ethereum, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2024 (the “Q2 2024 Form
10-Q”) and September 30, 2024 (the “Q3 2024 Form 10-Q”). Additionally, USD-denominated stablecoins have been announced or are already available from issuers such as Ripple, Bitgo, Paxos, First Digital,
Agora, and Gemini, among others. PYUSD, a stablecoin issued by Paxos Trust Company in partnership with PayPal, is supported on the Company’s platform and has nearly doubled in market capitalization from the date of the Company’s letter
dated May 1, 2024 (the “May Letter”) in response to the Staff’s letter dated April 17, 2024 (the “April Letter”) to the date of this letter. The Company offers a variety of stablecoins
denominated in multiple currencies on its platform, and continues to explore partnerships with a number of stablecoin issuers.

 In response
to the third bullet point in the Staff’s comment:

 The Company advises the Staff that the Circle Agreement does not currently
constitute a material contract of the Company that is required to be filed within the meaning of Item?601(b)(10)(i) of Regulation S-K. As noted, and for the reasons described in the Company’s prior responses to the Staff, the Company views the
Circle Agreement to be part of its normal revenue generating activity and therefore the type of contract that ordinarily accompanies the kind of business conducted by the Company and its subsidiaries. The Company’s business operations are
directed at increasing economic freedom by providing a trusted platform that makes it easy for customers to engage with crypto assets, both on and offchain. Stablecoins are one of a number of offerings pursuant to which the Company derives revenue
and furthers its mission to increase economic freedom in the world. As noted above, the Company has entered into other agreements with stablecoin issuers, and continues to explore additional partnerships. As a result, the Circle Agreement is a
contract deemed to have been made in the ordinary course of the Company’s business and, as such, is not required to be filed pursuant to Item 601(b)(10)(i) of Regulation S-K, which contemplates the filing of contracts that are not made in
the ordinary course of business that are material to a registrant.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 November 15, 2024

 Page
 4

 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.

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.

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.

 In response to the Staff’s comment, the Company advises the Staff that, beginning with the Q3
2024 Form 10-Q, the Company has enhanced its disclosures in the Transaction Expense section of its Components of Results of Operations in Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”) to disclose that the gains and losses on fair value remeasurement of each of these assets and liabilities are included within transaction expense. For the reasons described below, the gains and losses on these
assets and liabilities have a net immaterial impact on the Company’s transaction expense (approximately $1.0 million for the six months ended June 30, 2024 and $0.8 million for the nine months ended September 30, 2024). Beginning with
the 2024 Form 10-K, the Company will similarly enhance the disclosure regarding its transaction expense accounting policy in Note 2. Summary of Significant Accounting Policies of the Notes to the consolidated financial statements.

The Company further advises the Staff that it already provides a table disaggregating transaction expense in the MD&A included in the
Company’s periodic filings with the Commission. The Company refers the Staff to the table at the top of page 48 in the Q2 2024 Form 10-Q and the bottom of page 45 of the Q3 2024 Form 10-Q. The Company does not disclose as separate line items in
this table, nor does it quantify in the associated narrative discussion of changes in transaction expense during the period, the offsetting gains and losses on changes in fair value of these assets and liabilities, as they naturally offset each
other – gains and losses on the change in fair value of crypto asset borrowings is offset by gains and losses on the change in fair value of the associated crypto assets borrowed and crypto asset loans receivable originated from borrowed
assets, while gains and losses on the change in fair value of the obligation to return collateral is offset by the gains and losses on the change in fair value of associated crypto assets held as collateral. Because lending and borrowing
transactions have naturally offsetting fair value movements and are fully collateralized and therefore there is limited associated credit risk, these activities have not had, and the Company does not anticipate these activities will have, a material
net impact on transaction expense. Accordingly, the Company has not revised its disclosure in MD&A as it does not believe that this information with respect to these activities is material to investors.

The Company also advises the Staff that it has already provided the gross gain and loss amounts in the Notes to the condensed consolidated
financial statements specific to these assets and liabilities (including, for example, Note 6. Collateralized Arrangements and Financing and Note 12. Derivatives of the Notes to the condensed consolidated financial statements included in the Q2 2024
Form 10-Q and the Q3 2024 Form 10-Q). Further, the Company refers the Staff to its disclosures in Quantitative and Qualitative Disclosures about Market Risk (“Market Risk”), specifically to the tables on pages 60 and 61 of
the Q2 2024 Form 10-Q and pages 58 and 59 of the Q3 2024 Form 10-Q, which quantify the impact of these assets and liabilities on the condensed consolidated balance sheets and statements of operations. The Company advises the Staff that there are no
crypto asset or liability positions excluded from the Market Risk disclosure that materially impact transaction expense. The Company has provided below for the Staff’s reference tables showing the gains and losses on changes in fair value of
each of these assets and liabilities, cross-referencing to each of the respective disclosures in the Q2 2024 Form 10-Q and the Q3 2024 Form 10-Q where the amounts are shown. Amounts below are the gains (losses) on the respective exposures recognized
during the six months ended June 30, 2024 and the nine months ended September 30, 2024.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 November 15, 2024

 Page
 5

Six Months Ended
June 30, 2024

 Crypto asset borrowings (see Note 12)

$
(49,815
)

 Obligation to return collateral (see Note 12)

(32,092
)

 Crypto assets pledged as collateral (see Note 12)

— 

 Gross Financing Derivatives (see Market Risk)

(81,907
)

 Crypto asset loan receivables originated from borrowed assets

(3,555
)

 Crypto assets borrowed (see Note 6)

53,370

 Crypto assets held as collateral (see Note 6)

32,092

 Net Financing Positions (see Market Risk)

$
— 

Nine Months Ended
September 30, 2024

 Crypto asset borrowings (see Note 12)

$
(26,018
)

 Obligation to return collateral (see Note 12)

(30,511
)