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CORRESP

 Ran D. Ben-Tzur

rbentzur@fenwick.com | 650.335.7613

February 13, 2025

 CERTAIN PORTIONS OF
THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH A STATEMENT THAT SUCH INFORMATION
IS BEING PROVIDED SUPPLEMENTALLY TO THE STAFF 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

Mr. Robert Telewicz

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 September 30, 2024

Response dated November 15, 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 January 23, 2025 (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.

 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 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

 February 13, 2025

 Page
 2

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

 Item 1. Financial Statements

5. Revenue, page 16

1.
 We have considered your response to our prior comment 6. In order to help us evaluate your response,
please address the following:

•

 Clarify for us what you mean by your disclosure that stablecoin revenue is generated, in part, from the
distribution of USDC and reconcile that statement with your conclusion that Circle does not meet the definition of a customer as it does not obtain goods or services that are an output of your ordinary activities. Consider revising your disclosure
in future filings where appropriate.

•

 Expand your disclosure in future filings to provide a more detailed discussion of the formula used to
determine your share of stablecoin revenue. In that regard, we note that income is generated based on USDC held on each respective party’s platform as well as from USDC in circulation outside of either party’s platform.

•

 Clarify for us how you determined recognizing stablecoin revenue at month end, prior to true ups being
resolved, is consistent with the guidance in ASC Topic 450-30-25-1.

•

 Expand your disclosure in future filings to include a more detailed description of when and how stablecoin
revenue is recognized.

•

 Revise your revenue footnote disclosure in future filings to disclose revenue from customers separately
from other sources of revenue. Reference is made to ASC Topic 606-10-50-4.

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

The Company advises the Staff that it disclosed that stablecoin revenue is generated, in part, from the sale of USDC to its customers and
growth of the USDC ecosystem because the amount of revenue that the Company earns from the Circle Agreement (as defined below) is determined, in part, by the amount of USDC held on the Company’s platform and the size of the USDC ecosystem as a
whole. In response to the Staff’s comment, and as set forth below, the Company has revised its disclosures in its Annual Report on Form 10-K for the year ended December 31, 2024 as filed with
the Commission on the date hereof (the “2024 Form 10–K”), to remove the reference to revenue being generated from the distribution of USDC.

The Company further advises the Staff that for the reasons described in the Company’s prior responses to the Staff, the Company
considered whether its August 2023 agreement with Circle Internet Financial, LLC (“Circle”), as amended, (the “Circle Agreement”) is within the scope of Accounting Standards Codification
(“ASC”) 606 – Revenue from Contracts with Customers (“ASC 606”), and concluded that Circle is not a customer, as no goods or services that are an output of the entity’s ordinary activities
are transferred to Circle in exchange for consideration.

 As described in the Company’s prior response to the Staff, the Company
considered whether it is providing an agency service to Circle by connecting Circle with customers on the Company’s platform and acting as a reseller of USDC. However, the Company concluded that it is a principal in its relationship with its
customers, and that the relationship with Circle is more akin to a vendor relationship as the Company obtains control of the USDC received from Circle and can direct the use of such USDC (e.g., sales to customers on the Company’s platform,
sales to customers off-platform, payments to vendors, use in Prime Financing, etc.) such that the Company can obtain substantially all of the remaining benefits of the USDC. As the Company obtains control of
the USDC before its subsequent sale or use, such subsequent sale or use does not transfer a benefit to Circle, and the Company realizes all the benefits from such subsequent sale or use.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 13, 2025

 Page
 3

 The Company’s sales and use of USDC (e.g., sales to customers on the Company’s
platform, sales to customers off-platform, payments to vendors, use in Prime Financing, etc.) are distinct, separate contractual arrangements from the Circle Agreement. The Circle Agreement does not include
any terms through which the Company has a performance obligation to provide Circle any good or service within the scope of ASC 606 and, therefore, Circle is not a customer of the Company.

The Company advises the Staff that it has updated its disclosure of its accounting policy for stablecoin revenue in the 2024 Form 10-K to include disclosure in substantially the form set forth below in order to:

•

 Clarify the disclosure by removing the reference to revenue being generated from the distribution of USDC;

•

 Disclose that Circle is not a customer and that the Circle Agreement is not within the scope of ASC 606;

•

 Provide further detail on the formula used to determine stablecoin revenue; and

•

 Provide further detail on the manner and timing of the recognition of stablecoin revenue.

Stablecoin revenue

The Company earns revenue through an arrangement, as updated in August 2023 and further updated in November 2024, with Circle
Internet Financial, LLC (“Circle”). The Company’s revenue from this arrangement is determined based on the daily income generated from the reserves backing USDC, which is dependent on the total USDC market
capitalization, defined as the total amount of USDC in circulation, less the management fees charged by non-affiliated third parties managing such reserves and certain other expenses (the “Payment
Base”). From the Payment Base, (i) Circle retains a portion in consideration of its role as issuer of USDC, (ii) the Company and Circle earn an amount based on the share of USDC held on their respective platforms,
(iii) other approved participants in the USDC ecosystem earn an amount based on terms agreed between the approved participant, Circle, and the Company, and (iv) the Company receives 50% of the remaining Payment Base. The arrangement is not
within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) as Circle is not a customer of the Company. Revenue is accrued on a monthly basis as
it becomes realizable.

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

The Company advises the Staff that it has updated its disclosure in response to the Staff’s comment as reflected in the Company’s
response to the first bullet point in the Staff’s comment above.

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

 The Company further advises that, as described in the Company’s prior response to the Staff, the Circle Agreement includes provisions
whereby each party can dispute the calculation and pursue a true-up reimbursement for a given month. The amount to be received in any current or future period is not reduced or adjusted for any such disputed
amounts, and such true-up reimbursements are subject to separate dispute provisions. Given the nature of the calculations and the inputs thereto, the Company does not believe there is a more than remote chance
of such adjustments and that were there to be any adjustments, they would be insignificant in nature. Further, to date, the Company has not had any disputes with Circle that have resulted in a true-up
adjustment. Accordingly, the amount recognized as revenue is realizable on a monthly basis as that is when the amount due to the Company is readily convertible to a known amount of cash, and, given the lack of history of disputes, the Company does
not have an expectation of true-up reimbursements that would result in a prospective adjustment.

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

The Company advises the Staff that it has updated its disclosure in response to the Staff’s comment as reflected above in the
Company’s response to the first bullet point in the Staff’s comment.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 13, 2025

 Page
 4

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

The Company acknowledges the Staff’s comment and advises the Staff that its prior presentation disclosed revenue accounted for as
contracts from customers separately from other sources of revenue but did not label the revenue streams clearly as such. The Company further advises that it has revised its disclosure of revenue in the 2024 Form
10-K, to add footnotes to the rows where applicable specifying that they comprise revenue from sources that are not accounted for as contracts from customers.

2.
 We are continuing to evaluate your response to our prior comment 11 and may have additional
comments.

 The Company acknowledges that the Staff continues to evaluate the Company’s response to
prior comment 11.

 6. Collateralized Arrangements and Financing, page 16

3.
 We acknowledge your response to our prior comment 8 regarding the Company’s accounting policy for
customer collateral pledged. We note the following from your prior responses and disclosures in your filings:

•

 In your response to our prior comment 18 in your May 1, 2024 letter you
state that “when non-cash collateral, i.e., crypto assets or USDC, is received, the Company applies the non-cash collateral provisions under ASC 860-30-25-5 to determine whether non-cash collateral is recognized in its consolidated balance
sheets… [in] accordance with this guidance, non-cash collateral is only recorded if the Company has the rights to sell or rehypothecate the collateral and a sale of the
collateral occurs, or if the borrower defaults under the terms of the secured contract and is no longer entitled to redeem the pledged asset.”

•

 Disclosure in the Company’s quarterly filings describes that for
non-cash collateral received your accounting determination is based on the Company’s ability to obtain control or the Company’s right to sell, pledge, or rehypothecate the customer
collateral.

•

 In your November 15, 2024, response to comment 8 you indicated that non-cash collateral is recognized by the Company in circumstances where USDC or crypto assets are received as collateral into a Coinbase controlled collateral wallet or user wallet but where the Company has
contractual rights to sell, pledge, or rehypothecate the collateral.

 Please reconcile these statements,
including clarifying under which circumstance you would recognize USDC or crypto assets received as collateral in a wallet for which the Company has the contractual right to sell, pledge or rehypothecate the collateral and under which circumstances
the Company would only recognize collateral once a sale of the collateral occurs or if the borrower defaults under the terms of the secured contract and is no longer entitled to redeem. To the extent the you believe that the guidance in ASC 860-30-25-5 is applicable to circumstances where intangible crypto assets are received as collateral pledged, please tell us why you
concluded the guidance in ASC 350 would not be the appropriate literature to apply to determine whether the company has control of the intangible asset received instead of applying the guidance in ASC 860-30-25-5 which is applicable to the receiver of a financial asset for which the transferor of that financial asset has not transferred control as defined in ASC 860-10-40-5.

 [CONFIDENTIAL
TREATMENT REQUESTED BY COINBASE GLOBAL, INC.]

 United States Securities and Exchange Commission

Division of Corporation Finance

 February 13, 2025

 Page
 5

 The Company acknowledges the Staff’s comment and advises the Staff that it has included
a table in the following form in its Significant Accounting Policy footnote in the 2024 Form 10-K in order to further clarify its accounting policy for collateral in lending arrangements:

 Collateral

Received

 Recognition Trigger

Fiat

Fiat collateral is recognized if the Company obtains control of the collateral.

USDC

 USDC collateral on fiat and crypto asset loan receivables are recognized only in the event of default. If USDC collateral is sold, the
associated proceeds are recognized.

 USDC collateral on USDC loans not meeting the
recognition criteria is recognized if the Company has the right to sell, pledge, or rehypothecate the collateral.(1)

Crypto assets

Crypto asset collateral is recognized if the Company obtains control of the collateral.(1)

(1)
 The Company does not reuse or rehypothecate customer USDC or crypto assets nor grant security interests in such
assets, in each case unless required by law or expressly agreed to by the customer.

 The Company advises the Staff that
the circumstances under which the Company recognizes USDC received as collateral in a wallet for which the Company has the contractual right to sell, pledge, or rehypothecate the collateral are when these assets are collateralizing loans that are
denominated in USDC (as opposed to fiat or crypto assets), consistent with treatment of a secured borrowing arrangement in accordance with ASC
860-30-25-7. For example, if the Company received USDC collateralizing a USDC loan receivable (where no USDC was derecognized and
no loan receivable was recognized as the lent USDC does not meet the criteria in ASC 860-10-45-5 fo