SecProbe.io

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 March 17, 2025

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
 File No. 001-40289
Dear Alesia Haas:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
</TEXT>
</DOCUMENT>

CORRESP
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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

CORRESP
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CORRESP

  

 February 4, 2025

VIA EDGAR

 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:

We have received your letter on behalf of our client, Coinbase Global, Inc. (the “Company”), dated January 23,
2025 (the “Staff Comment Letter”), conveying comments of the staff (the “Staff”) of the Securities and Exchange Commission regarding the above-referenced filings. In the Staff Comment Letter, you
requested that the Company respond to the Staff’s comments within 10 business days or advise when it would provide a response. Per our telephone conversation on February 4, 2025, on behalf of the Company, we advised the Staff that the
Company will file a response by February 13, 2025, which is the date on which the Company anticipates filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

***

 Securities and Exchange Commission

February 4, 2025

 Page 2

 Should the Staff have additional questions regarding the foregoing, please do not hesitate to
contact me at (650) 335-7613 or Michael Brown at (415) 875-2432.

Sincerely,

/s/ Ran Ben-Tzur

Ran Ben-Tzur

Partner

Fenwick & West LLP

CC:
 Brian Armstrong

Alesia Haas

 Paul Grewal, Esq.

 Molly Abraham, Esq.

Coinbase Global, Inc.

Michael Brown, Esq.

 Jennifer
Hitchcock, Esq.

 Fenwick & West LLP

January 23, 2025
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 September 30, 2024
Response dated November 15, 2024
File No. 001-40289
Dear Alesia Haas:
            We have reviewed your November 15, 2024 response 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 October
18, 2024 letter.
Form 10-Q for the period ending September 20, 2024
Item 1. Financial Statements
5. Revenue, page 16
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.1.

January 23, 2025
Page 2
•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.
2.We are continuing to evaluate your response to our prior comment 11 and may have
additional comments.
6. Collateralized Arrangements and Financing, page 16
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 3.

January 23, 2025
Page 3
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.
4.In your response to our prior comment 9 you describe your consideration of the
conditions in ASC 860-10-40-5 when USDC is transferred to counterparties under
USDC lending arrangements.  For transfers of USDC that the Company has
concluded should be accounted for as sales under ASC 860, for example in fact
patterns in which the Company does not maintain effective control as described in
ASC 860-10-40-5(c), please describe the analysis the Company performed to
conclude that the transferred USDC would be beyond the reach of your creditors in
bankruptcy.  For example, please tell us whether for USDC that you derecognize as a
result of transferring to a wallet in which you hold the USDC for the benefit of a
platform user you have received a true sale opinion consistent with the guidance in
ASC 860-10-55-18A and if so, please supplementally provide us with that opinion.

            Please contact Michelle Miller at 202-551-3368 or Robert Telewicz at 202-551-3438
if you have questions regarding comments on the financial statements and related
matters. Please contact Lulu Cheng at 202-551-3811 or John Dana Brown at 202-551-3859
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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
)

CORRESP
1
filename1.htm

CORRESP

  

 November 6, 2024

VIA EDGAR

 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:

 We have received your
letter on behalf of our client, Coinbase Global, Inc. (the “Company”), dated October 18, 2024 (the “Staff Comment Letter”), conveying comments of the staff (the “Staff”) of
the Securities and Exchange Commission regarding the above-referenced filings. In the Staff Comment Letter, you requested that the Company respond to the Staff’s comments within 10 business days or advise when it would provide a response. Per
our telephone conversations and written correspondence on October 29, 2024 and November 6, 2024, on behalf of the Company, we advised the Staff that the Company will file a response by November 15, 2024.

***

 Securities and Exchange Commission

November 6, 2024

 Page 2

 Should the Staff have additional questions regarding the foregoing, please do not hesitate to
contact me at (650) 335-7613 or Michael Brown (415) 875-2432.

Sincerely,

/s/ Ran Ben-Tzur

Ran Ben-Tzur

Partner

Fenwick & West LLP

CC:
 Brian Armstrong

Alesia Haas

 Paul Grewal, Esq.

 Molly Abraham, Esq.

Coinbase Global, Inc.

Michael Brown, Esq.

 Jennifer
Hitchcock, Esq.

 Fenwick & West LLP

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

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
April 17, 2024
Brian Armstrong
Chief Executive Officer
Coinbase Global, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
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
Dear Brian Armstrong:
            We have reviewed your October 20, 2023 response 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 September 22,
2023 letter.
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.
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

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 Comapany NameCoinbase Global, Inc.
 April 17, 2024 Page 2
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Coinbase Global, Inc.
April 17, 2024
Page 2
collection practices. Please also revise to add a risk factor discussing potential conflicts of
interest that may result from the use of optimization functions.
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.
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.
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 theft, loss, or destruction of private keys required to access any crypto assets, page 45
6.We note your response to prior comment 44 and your disclosure that the total value of
crypto assets in your possession and control is “significantly greater” than the total value
of insurance coverage that would compensate you in the event of theft or other loss of

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 Comapany NameCoinbase Global, Inc.
 April 17, 2024 Page 3
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Coinbase Global, Inc.
April 17, 2024
Page 3
funds.  Please revise this risk factor in future filings to describe your limited coverage in
greater detail, including, to the extent accurate, that you may be liable for the full amount
of losses suffered, which could be greater than all of your remaining assets.  Additionally,
please disclose in future filings the term of your insurance policy or policies and any
renewal options.
Other Risks Related to Our Business and Financial Position
Because our long-term success depends, page 48
7.We note your response to prior comment 46. Please describe for us in greater detail the
current functionality of the NFT marketplace and your plans for future phases or
development of the marketplace.
We provide secured loans to our customers, page 52
8.We note your response to prior comment 47. In future filings please provide summary-
level disclosure in your business section of your lending and borrowing activities.
General Risk Factors
We might require additional capital, page 79
9.We note your response to prior comment 50 and reissue in part. In future filings please
update your disclosure to reflect your response to this comment relating to blockchain
tokens.
Part II
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 90
10.We note your response to prior comment 4 and your disclosure of revenue disaggregated
by geography in Note 5 on page 154 to your financial statements. Please address the
following:
•Tell us whether revenue derived from outside the United States is concentrated in any
revenue source, and if so, please discuss that fact in your MD&A. We also note that
revenues from customers not domiciled in the United States decreased 66% and 25%
for each of the years ended December 31, 2022 and 2023.
•Please also revise future filings to disclose whether these decreases are a known trend
and your expectations of this trend continuing or changing in future financial
periods.  Refer to Item 303(b)(2)(ii) of Regulation S-K.
11.We note that you attribute the decline in transaction revenue from $2.4 billion in 2022 to
$1.5 billion in 2023 to a $1.2 billion reduction in consumer transaction volume offset in
part by an increase of $418.8 million attributable to changes in customer mix towards
higher fee trades. Considering the offsetting impact of approximately 35% and $418.8
million on the $1.2 billion reduction in year-over-year consumer transaction revenue of
55% from higher fee trades, please tell us how your existing disclosures capture the

 FirstName LastNameBrian Armstrong
 Comapany NameCoinbase Global, Inc.
 April 17, 2024 Page 4
 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
April 17, 2024
Page 4
change in underlying trends and your consideration of disaggregating trading volume
between fee levels.  Refer to Item 303(b)(2)(ii) of Regulation S-K.
12.We note the statement in your Fourth Quarter and Full-Year 2023 Shareholder letter that
on a year-over-year basis asset under custody inflows were approximately $7 billion.
Given the ongoing growth in your custody business, please tell us your consideration
of disclosing your assets under custody as of each period presented.
Key Business Metrics, page 91
13.We note your response to prior comment 13 and your enhanced disclosures on page 92.
Please revise future filings to enhance your overall market disclosure to elaborate on how
specific items impact the overall market. For example, in your disclosure you indicate the
temporary de-pegging of USDC contributed to the decline in market volatility, and you
also note that de-pegging events drove increases in USDT trading volume.  However, it is
unclear from your disclosure why de-pegging would contribute to the market trends you
discuss.
Non-GAAP Financial Measure, page 105
14.We note your response to prior comment 15. Please address the following with respect to
your response and revised disclosure:
•Please expand on why you believe Adjusted EBITDA is useful in evaluating your
operating performance.  In your response, please explain why your adjustment to
exclude impairment charges on crypto assets results in a measure that is useful in
evaluating your performance despite how integral crypto assets are to your business.
•In your response you indicate that you exclude certain non-cash charges from
Adjusted EBITDA to provide investors with supplemental information with respect
to the Company’s liquidity. If Adjusted EBITDA is meant to provide investors with
supplemental information with respect to your liquidity, tell us how you have
determined that adjustments that directly impact the liquidation value of crypto assets
still held, derivatives, net, investments, net and other adjustments, net comply with
Item 10(e)(1)(ii)(A) of Regulation S-K.  See also Question 102.09 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
•In your response you state that while crypto asset impairment, net is a recurring
charge, it is appropriately excluded from the Company’s Adjusted EBITDA because
it is a non-cash expense.  Please tell us why crypto assets received as revenue and
crypto asset payments for expenses, which appear to also be recurring non-cash
items, are not similarly excluded from your calculation of Adjusted EBITDA.
•Please tell us the nature of the items included in your “other adjustments, net”
adjustment.  In your response, please provide us with a schedule of the individual
items included in this adjustment for each period presented.
•Please tell us how your (gain)loss on investments, net adjustment reconciles to the
similarly titled line item in your Consolidated Statements of Cash Flows.
•Tell us how you determined that non-recurring accrued legal contingencies,

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 April 17, 2024 Page 5
 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
April 17, 2024
Page 5
settlements and related costs are not recurring when you have recognized such
adjustments for each of the three years presented. In your response, please clarify
how such amounts reconcile to the amounts recognized in the consolidated statements
of operations and why you have only adjusted for select items. Please refer to Item
10(e)(1)(ii) of Regulation S-K and Question 100.01 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
•Tell us what the Adjusted EBITDA measure reflects compared to GAAP cash flows
provided by (used in) operating activities and net income and how this measure is
useful to investors in evaluating your on-going operations, considering also that the
measure does not exclusively include or exclude cash and/or non-cash activity.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 117
15.Please address the following with respect to your response to prior comment 19 and your
revised disclosure.
•We note your derivative notional balances changed materially from December 31,
2022 to December 31, 2023 and the year-over-year income statement impact was
$107 million. Please revise future filings to address your general derivative strategies
including any changes thereto and quantify the financial statement impact resulting
from your derivative financial instruments.  Refer to Item 305(b) of Regulation S-K.
•In the proposed disclosure in your response, you state you recognized impairment
charges related to strategic investments of $329.2 million in 2021.  Please tell us how
this amount reconciles to the impairment charge of $19.6 million reflected in your
table on page 104.
Note 5. Revenue, page 154
16.We note your adjustment of crypto assets received as revenue in your consolidated
statements of cash flows for the periods presented. In future filings, please enhance your
revenue accounting policy to specify for which revenue types you receive and recognize
non-cash consideration.
17.We note your response to prior comment 27 and your stablecoin revenue recognition
policy on page 139. Please address the following with respect to your relationship with the
issuer of USDC under your original distribution agreement and/or your August 2023
Collaboration Agreement:
•Tell us what you determined your performance obligation was under your original
distribution agreement and collaboration agreement and how that performance
obligation is satisfied. Please revise your accounting policy in future filings to include
this information. Refer to ASC Topic 606-10-50-12.
•Please provide us with a summary of the rights and obligations between you and the
issuer of USDC with respect to the original distribution agreement and the
collaboration agreement.
•Tell us the term of the collaboration agreement and clarify for us whether the
agreement can be terminated or modified at any time by either party with or without

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 April 17, 2024 Page 6
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Coinbase Global, Inc.
April 17, 2024
Page 6
penalty.
•Clarify for us how income is calculated under the original distribution agreement and
under the collaboration agreement and tell us how you considered the need to
disclose more detail with respect to the calculation.  Refer to ASC Topic 606-10-50-
20 through 606-10-50-21.
•Tell us and enhance future filings to define “total market capitalization” which you
identify as a factor in the amount of revenue you earn.
•Explain to us how revenue received from your arrangement with the issuer of USDC
was impacted by the termination of the original distribution agreement and entry into
a new collaboration agreement.  In your response, tell us how you considered the
need to provide MD&A disclosure about the impact of the new agreement in order
for investors to understand expected trends in your stablecoin revenue.
Note 6. Accounts and Loans Receivable, Net of Allowance, page 155
18.We note from your accounting policy disclosure on page 137 that your crypto asset loan
receivables are initially and subsequently measured at the fair value of the underlying
crypto asset lent and adjusted for expected credit losses. We also note from your
disclosure on page 118 that you have embedded derivatives associated with your crypto
asset loans receivable. Please address the following, referencing where appropriate, the
authoritative guidance you rely upon to support your position:
•Tell us the basic terms of your crypto asset lending transactions, including the
following:oWhether the length of the loans is for a defined period of time or is open-ended.
oWhether the borrower can pre-pay the loan or you can call the loan before
maturity.
oWhether the borrower has any restrictions on what they can do with the crypto
asset lent.
oWhether the borrower is obligated to return the same type of crypto asset as
lent.
oWhether there are any provisions where the borrower can settle the loan in cash
or in a different crypto asset.
oWhether the borrower must pay the interest component in the same crypto asset
as lent.
oWhether the interest component is indexed to the crypto asset lent.
•Tell us how you account for your crypto asset loans receivable. In your response,
explain:oWhether you derecognize the crypto asset lent.
oWhether you record

CORRESP
1
filename1.htm

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

 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 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

 Page
 3

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
 4

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

 Page
 5

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

CORRESP
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CORRESP

 September 28, 2023

VIA EDGAR

 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

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

Filed August 3, 2023

Form 8-K filed January 10, 2023

Form 8-K filed May 4, 2023

File No. 001-40289

Ladies and Gentlemen:

 We have received your
letter on behalf of our client, Coinbase Global, Inc. (the “Company”), dated September 22, 2023 (the “Staff Comment Letter”), conveying comments of the staff (the “Staff”)
of the Securities and Exchange Commission regarding the above-referenced filings. In the Staff Comment Letter, you requested that the Company respond to the Staff’s comments within 10 business days (the “Initial Response
Date”) or advise when it would provide a response. Per our telephone conversation on September 27, 2023, on behalf of the Company, we advised that due to the proximity of the receipt of the Staff Comment Letter and the Initial
Response Date to the Company’s quarter end review process, the Company will file a response by October 20, 2023.

 ***

 Securities and Exchange Commission

September 28, 2023

 Page 2

 Should the Staff have additional questions regarding the foregoing, please do not hesitate to
contact me at (415) 875-2432 or Ran Ben-Tzur at (650) 335-7613.

Sincerely,

 /s/ Michael Brown

 Michael Brown

 Partner

 Fenwick & West LLP

CC:
 Brian Armstrong

Alesia Haas

 Paul Grewal, Esq.

 Molly Abraham, Esq.

Coinbase Global, Inc.

 Ran
Ben-Tzur, Esq.

 Jennifer Hitchcock, Esq.

Fenwick & West LLP

United States securities and exchange commission logo
September 22, 2023
Brian Armstrong
Chief Executive Officer
Coinbase Global, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
Re:Coinbase Global, Inc.
Form 10-K for the year ended December 31, 2022
Filed February 21, 2023
Form 10-Q for the period ended June 30, 2023
Filed August 3, 2023
Form 8-K filed January 10, 2023
Form 8-K filed May 4, 2023
File No. 001-40289
Dear Brian Armstrong:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing proposed
disclosure in response to our comments or advise us as soon as possible when you will
respond.  If you do not believe our comments apply to your facts and circumstances, please tell
us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.

 FirstName LastNameBrian Armstrong
 Comapany NameCoinbase Global, Inc.
 September 22, 2023 Page 2
 FirstName LastName
Brian Armstrong
Coinbase Global, Inc.
September 22, 2023
Page 2
Cover Page
2.Please revise your filing to provide the address of your principal executive offices.
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.
Our Business, page 7
4.We note your disclosure that your customers are represented in over 100 countries, with
the largest concentration in the United States of roughly 40%, followed by the UK/Europe
of roughly 25%.  We also note from your disclosure of revenue by geographic location on
page 157, that revenues from customers domiciled in the United States has increased from
approximately 75% in 2020 to 80% in 2021 to 84% in 2022.  In order to provide investors
with how your customer base is developing and driving your business results, please
enhance your disclosure to present, for the periods presented, customers by type
and country in a table format, disaggregating for 10% or more individually and disclose in
a footnote the countries combined in "Other." Provide us with your proposed disclosure.
Coinbase Overview, page 7
5.Please substantiate or revise your disclosure that your products and services are “safe” and
“trusted.”

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 September 22, 2023 Page 3
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Coinbase Global, Inc.
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Page 3
6.Please provide support in a footnote to your BTC Price chart explaining where the data
comes from or how it was derived.
Consumers
Coinbase App, page 8
7.Please revise to disclose material terms of your staking program, including, but not limited
to:
•Which crypto assets are used for staking;
•The size of staked crypto assets;
•How staking rewards are calculated;
•Whether staked crypto assets can be used or allocated, and if so how;
•Whether you take custody of or hold staked crypto assets; and
•Any risks associated with staking and the impact of those risks to investors.
In responding to this comment, please include a materially complete description of the
program.
8.We note that in addition to operating staking nodes, upon customers’ instructions, you
may delegate your customers’ assets to third-party service providers.  Please disclose the
material terms of your agreements with the third-party service providers you reference and
identify them.  In addition, please separately disclose any revenue from users of your
platform staking and delegating their crypto assets to your validator nodes, and, as
applicable, to third-party validators.
9.Please revise to include a comprehensive breakeven analysis for your validator operations
that compares the cost to earn one crypto asset with the value of the crypto asset.
Coinbase Wallet, page 9
10.We note that you offer both a custodial solution with the Coinbase application and self-
custodied solution with Coinbase Wallet. We also note that your web3 wallet “shares the
responsibility of knowing and storing the customer’s security key between the consumer
and Coinbase,” while your Coinbase Wallet gives consumers sole control over their
private keys and seed phrase. We further note your disclosures on pages 12, 47, 64 and
102 regarding your custodial practices, including that you hold customer custodial funds
and cash and cash equivalents at certain third-party banks. Please revise to further
describe your custodial practices for crypto assets, including the items below:
•Discuss the risks and benefits associated with your web3 wallet versus the Coinbase
Wallet;
•Discuss what portion of the crypto assets are held in hot wallets and cold wallets,
respectively, and whether there are differential storage practices with regard to
Coinbase's own crypto asset holdings versus customers’;
•Disclose the geographic location where the crypto assets are held in cold wallets and
how the private keys are located;
•Identify any custodians and discuss the material terms of any agreements you have

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 September 22, 2023 Page 4
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Coinbase Global, Inc.
September 22, 2023
Page 4
with them;
•Identify the person(s) that have access to the crypto assets and whether any persons
(e.g., auditors, etc.) are responsible for verifying the existence thereof. Also clarify
whether any insurance providers have inspection rights associated with the crypto
assets held in storage;
•Identify the person(s) that have the authority to release the proceeds from your
wallets; and
•Discuss how the existence, exclusive ownership and software functionality of private
digital keys and other ownership records are validated by the relevant parties.
Institutions
Coinbase Prime, page 9
11.We note your disclosure that you “may seek to provide advanced risk management
services where Coinbase acts principally to facilitate transactions.” Please revise to
describe the services that you refer to.
Trusted Crypto Platform, page 11
12.We note your disclosure on page 8 that your consumers are represented in over 100
countries, and your statement in this section that you have “robust know-your-customer
and anti-money laundering programs.” Please revise to disclose:
•Whether all Coinbase products and services are available to all customers regardless
of jurisdiction, or any limitations on offerings in certain jurisdictions;
•More detailed description of your KYC and AML programs;
•How Coinbase ensures compliance with laws and regulations in the various
jurisdictions in which it operates or offers products and services;
•Any material risks you face from unauthorized or impermissible customer access to
your products and services outside of those jurisdictions; and
•Any material risks you face related to the assertion of jurisdiction by U.S. and foreign
regulators and other government entities over crypto assets and crypto asset markets.
Part II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 98
13.Please enhance your Management's Discussion and Analysis of Financial Condition and
Results of Operations to provide a more fulsome discussion of the underlying drivers,
correlations between drivers and impact to trends and changes thereof, that impact your
financial condition, results of operations and cash flows.  For example, we note the
following:
•Consumer transactions were approximately 95% of net revenue in both 2022 and
2021 but only 20% of trading volume in 2022 compared 32% in 2021.
•Institutional trading volume declined less than consumer trading despite the decrease
in crypto asset volatility of 32% for the year ended December 31, 2022, and no

 FirstName LastNameBrian Armstrong
 Comapany NameCoinbase Global, Inc.
 September 22, 2023 Page 5
 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
September 22, 2023
Page 5
significant change in the mix of trading volume or transaction revenue by crypto asset
type.
•Your discussion does not address how and if consumer and institutional products, as
discussed on pages 8 thru 10 impact operating metrics and results.
•Your discussion does not address how and if the more than 100 countries in which
customers participate impact operating metrics and results.
•You disclose that the decline in transaction revenue is attributable to declines in
trading volume, crypto market capitalization, average crypto prices and volatility
which appear to be correlated but do not discuss the reason and or cause for the
related declines.
•You disclose a number of factors that contribute to changes in crypto asset prices and
crypto asset volatility, including, but not limited to, changes in the supply and
demand for a particular crypto asset, crypto market sentiment, macroeconomic
factors, utility of a particular crypto asset, and idiosyncratic events, but you do not
address the impact to operating metrics and results.
•Your quantitative disclosure of revenue is on a total combined basis whereas your
key business metrics discussion is disaggregated between consumer and institutional.
•Interest income increased from $26 million in 2021 to $327 million and 10% of total
revenue in 2022 but your discussion does not address the impact to future (interest
income) trends.
Results of Operations, Comparison of the years ended December 31, 2022 and 2021
Operating Expenses, page 108
14.Please enhance your disclosures to further disaggregate transaction expense, technology
and development, general and administrative and other operating expenses net to provide
investors with a quantified understanding of significant underlying components of these
line items that are material to your operations.  Your current disclosures only provide an
explanation of the year-over-year change and the nature of and drivers of current year
activity are unclear.  Further, enhance your disclosures to clarify the impact of material
changes on future operating trends. Refer to Item 303(b)(2) of Regulation S-K and Section
III.D of SEC Release No. 33-6835.  Provide us with your proposed disclosure.
Non-GAAP Financial Measure, page 111
15.We note your non-GAAP measure of Adjusted EBITDA which you disclose you use
to evaluate your ongoing operations and for internal planning and forecasting purposes,
including that you believe that Adjusted EBITDA may be helpful to investors because it
provides consistency and comparability with past financial performance.  We also note
that Adjusted EBITDA is calculated as net loss or income, adjusted to exclude provision
for or benefit from income taxes, depreciation and amortization, interest expense, crypto
asset borrowing costs, stock-based compensation expense, crypto asset impairment, net,
impairment on investments, net, other impairment, non-recurring Direct Listing expenses,
restructuring, change in unrealized foreign exchange, fair value gain or loss on

 FirstName LastNameBrian Armstrong
 Comapany NameCoinbase Global, Inc.
 September 22, 2023 Page 6
 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
September 22, 2023
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derivatives, non-recurring legal reserves and related costs, and other adjustments, net.
Please address the following:
•Please tell us how your adjustment for crypto asset impairment, net, in your non-
GAAP measure Adjusted EBITDA is a non-recurring charge as the volatility of your
crypto assets appear to be triggering frequent impairment charges for these ASC 350
intangible assets. In your response, tell us your consideration of the following:oYour disclosure on page 69 (and page 123 of your 10-Q for the quarter ended
June 30, 2023) that you may continue to record impairment charges on the
crypto assets you hold due to the high volatility in crypto asset prices and the
crypto economy.
oYour disclosure of the recurrence of these impairment charges on page 162 as
gross impairment charges of $757.3 million, $329.2 million and $8.4 million
during the years ended December 31, 2022, 2021 and 2020 respectively, due to
the observed market price of crypto assets decreasing below the carrying value
during the respective periods.
oThe high likelihood that these crypto impairment charges will recur due to
volatility in relation to Rule 100(b) of Regulation G, and Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
•Also tell us how your non-GAAP adjustments to Adjusted EBITDA for crypto asset
borrowing costs, impairment on investments, fair value gain or loss on
derivatives, and other adjustments, net, are consistent with Questions 100.01 of the
Non-GAAP Financial Measures C&DI and Item 10(e)(1)(i) of Regulation S-K,
including how they are not indicative of your financial performance considering
purchase of investments, including crypto, are recurring, and that you are the
principal in the sale of crypto assets as an accommodation to customer transactions.
Liquidity and Capital Resources
Crypto Assets, page 113
16.You disclose in the third footnote to the table of crypo assets disaggregated by cost and
fair value on page 114 that your price exposure on Bitcoin and Ethereum held as
investments was hedged with futures contracts in the fourth quarter of 2022. Please tell us
how you accounted for the fair value changes in Bitcoin held with cost of $89.9 million
and fair value of $85.8 million, whereas Ethereum held had cost of $43.7 million and fair
value of $50.8 million at December 31, 2022. Also tell us if these are the Nano Bitcoin
Futures and Nano Ethereum Futures on your Coinbase Derivatives Exchange, as disclosed
on page 10, and how these crypto asset futures are accounted for in your Derivatives
designated as hedges accounting policy on page 140.
Cash Flows, page 117
17.Your disclosure of net cash provided by/used in operating, investing and financing
activities appears to repeat information already provided in the statement of cash flows.
Please provide us with a quantitative and qualitative analysis of the drivers of the change

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in cash flows between periods and impact to future trends to provide a sufficien

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Michael A. Brown March 30, 2021 Email mbrown@fenwick.com
Direct Dial +1 (415) 875-2432

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Melissa Rocha

  Dietrich King

  J. Nolan McWilliams

  Sonia Bednarowski

  John Spitz

  Michael Volley

Re:  Coinbase Global, Inc.

Registration Statement on Form S-1

File No. 333-253482

Ladies and Gentlemen:

On behalf of Coinbase Global, Inc. (the “Company”), we are submitting this letter to confirm to the staff of the U.S. Securities and Exchange Commission that the Company will endeavor, and it is our understanding that the financial advisors and any affiliated persons each will endeavor, to conduct its and their activities in connection with the public offering being conducted pursuant to the above-captioned Registration Statement on Form S-1 in compliance with Regulation M (to the extent that Regulation M applies to such activities).

 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (310) 434-5401, or, in his absence, Ran Ben-Tzur at (310) 434-5403.

* * *

Sincerely,

By: /s/ Michael A. Brown

 Michael A. Brown

 Partner

 FENWICK & WEST LLP

cc: Brian Armstrong, Chief Executive Officer

 Alesia J. Haas, Chief Financial Officer

 Paul Grewal, Esq.

 Juan Suarez, Esq.

 Doug Sharp, Esq.

 Coinbase Global, Inc.

 Mark Stevens, Esq.

 Ran Ben-Tzur, Esq.

 Faisal Rashid, Esq.

 Jennifer Hitchcock, Esq.

 Fenwick & West LLP

CORRESP
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Coinbase Global, Inc.

March 30, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Melissa Rocha

Dietrich King

J. Nolan McWilliams

Sonia Bednarowski

John Spitz

Michael Volley

Re: Coinbase Global, Inc.

Registration Statement on Form S-1

File No. 333-253482

Acceleration Request

Requested Date:  April 1, 2021

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Coinbase Global, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statement on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Michael Brown or Ran D. Ben-Tzur, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Brown at (310) 434-5401 or, in his absence, Mr. Ben-Tzur at (310) 434-5403.

* * *

Sincerely,

COINBASE GLOBAL, INC.

By: /s/ Paul Grewal

 Paul Grewal

 Chief Legal Officer and Secretary

cc: Brian Armstrong, Chief Executive Officer

Alesia J. Haas, Chief Financial Officer

Juan Suarez, Esq.

Doug Sharp, Esq.

Coinbase Global, Inc.

Mark Stevens, Esq.

Michael Brown, Esq.

Ran Ben-Tzur, Esq.

Faisal Rashid, Esq.

Jennifer Hitchcock, Esq.

Fenwick & West LLP

[Signature Page to Company Acceleration Request Letter]

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  555 California Street
12th Floor
San Francisco, CA 94104 415.875.2300
Fenwick.com

MICHAEL A. BROWN  March 17, 2021

 EMAIL MBROWN@FENWICK.COM
DIRECT DIAL +1 (415) 875-2432

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

Attention: John Spitz, Staff Accountant

 Michael Volley, Staff Accountant

 J. Nolan McWilliams, Attorney-Advisor

 Dietrich King, Attorney-Advisor

Re: Coinbase Global, Inc.

 Registration Statement on Form S-1

 Filed February 25, 2021

 File No. 333-253482

Ladies and Gentlemen:

On behalf of Coinbase Global, Inc. (the “Company”), we are concurrently transmitting herewith Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-253482) as originally filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on February 25, 2021 (the “Registration Statement”). In this letter, we respond to the comments of the staff of the Commission (the “Staff”) contained in the Staff’s letter dated March 12, 2021 (the “Letter”). The numbered paragraphs below correspond to the numbered comments in the Letter, and the Staff’s comments are presented in bold italics.

In addition to addressing the comments raised by the Staff in the Letter, the Company has revised the Amendment No. 1 to update certain other disclosures.

Risks Related to Crypto Assets

A temporary or permanent blockchain “fork” to any supported crypto asset could adversely affect our business, page 45

1.We do not believe that your response sufficiently supports your assertion that airdropped or forked digital assets are not assets. We note that whether an air dropped or forked digital asset is traded or has an accessible exchange market available is not a necessary attribute of an asset. We also observe that the reference to “probable” in the “probable future economic benefit” criteria of the definition refers to uncertainty, not likelihood. In order to help us continue to evaluate your response to comment 9, please tell us, and revise your filing to disclose, whether the air dropped or forked digital assets that represent Coinbase, rather than customer, assets are material to Coinbase. Please include in, but do not limit, your reply to

United States Securities and Exchange Commission

Division of Corporation Finance

March 17, 2021

Page 2

qualitative considerations inherent in your conclusion. Please also tell us whether Coinbase’s financial statements would materially differ if air dropped or forked digital assets that represent Coinbase, rather than customer, assets were recognized at the time of the airdrop or fork.

The Company advises the Staff that all crypto assets received through airdrops and forks are not material, based on the Company’s quantitative and qualitative assessment, irrespective of whether the assets are considered to be the Company’s or the customers’ (please see response to Comment 4 below), to the financial statements of the Company for all years presented in the Registration Statement. The Company’s assessment is based on the cost and fair value of these crypto assets at the time of the airdrop or fork and the fair value at the end of the period. As of December 31, 2020 and 2019, the fair value of all unsupported crypto assets received through airdrops and forks was $3.0 million and $1.2 million, respectively.

In response to the Staff’s comment, the Company has revised its disclosure on page 100 of Amendment No. 1 to discuss the price and volatility of such crypto assets on the potential impact to the Company’s future earnings and cash flows should the Company decide to monetize or sell these crypto assets. The Company has also revised its disclosure on page 100 of Amendment No. 1 to assert that unsupported crypto assets received through airdrops and forks are not material to its financial statements.

2.For Company airdrops and forks that are recognized at a cost of $0, please revise Management’s Discussion and Analysis (MD&A) to provide enhanced disclosures of the crypto assets obtained and discuss the potential impact and variability to your future earnings and cash flows if you decide to monetize or sell these crypto assets.

The Company acknowledges the Staff’s comment and has revised its disclosure on page 100 of Amendment No. 1.

3.For Company airdrops and forks that are not recognized, please revise Management’s Discussion and Analysis (MD&A) to discuss the potential future economic benefit to the extent it is reasonably likely that you are able to support and monetize or sell these crypto assets in a future period.

The Company acknowledges the Staff’s comment and has revised its disclosure on page 100 of Amendment No. 1.

4.In order to help us continue to evaluate your response to comment 10, please provide an analysis, with citation to ASC 606 and any other relevant authoritative guidance, as to whether Coinbase’s contract with its customers contains an explicit or implicit promise to allocate airdrops and forks to its customers. Please address the following in your response and revise your filing as appropriate:

•Confirm whether unsupported customer airdrops and forks remain in digital wallets for which you possess the unique private keys and, if so, whether under your contracts with customers they are Coinbase’s assets or your customers’ assets;

•Clarify whether you keep account of unsupported airdrops and forks; and

United States Securities and Exchange Commission

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Page 3

•Clarify whether there have been any instances where you have subsequently supported a previously unsupported customer airdrop or fork and provide any additional information necessary for an understanding of your accounting.

The Company advises the Staff that all crypto assets received through airdrops and forks are not material, based on the Company’s quantitative and qualitative assessment, at the time of the airdrop or fork, for all periods presented within the financial statements included in the Registration Statement. As of December 31, 2020 and 2019, the fair value of all unsupported crypto assets was $3.0 million and $1.2 million, respectively. Given unsupported crypto assets received through airdrops and forks are not material to the financial statements, the Company has not performed an evaluation with respect to the recognition and measurement of such crypto assets and the accounting of such crypto assets within its financial statements, as irrespective of the accounting treatment applied under relevant U.S. generally accepted accounting principles, the potential range of what would be recorded is not quantitatively or qualitatively material. The Company believes that this holds true in the context of evaluating whether the assets are the Company’s, the explicit and implicit promise in the contract, or allocation of transaction costs, if required, that would be determined based on that accounting assessment. If and when such airdrops and forked crypto assets become material, the Company will reassess its policy and enhance its financial statement disclosures as needed.

For unsupported airdropped or forked crypto assets, the Company maintains control over the private keys to the applicable wallets. The Company maintains a record of all crypto assets, including forks and airdrops that are unsupported, that are held in addresses over which the Company controls the associated private keys. The Company has internal controls over financial reporting in place to reconcile all crypto assets held within its private keys to the respective blockchain addresses (including airdrops and forks). The Company does and will continue to monitor and evaluate the materiality of crypto assets received from forks and airdrops and will update its accounting policy as noted above, if and when such crypto assets received from airdrops and forks become material. The Company has supported a limited number of airdrops or forks where it was previously unsupported. As discussed in the Company’s responses to Comments 1 through 3, the Company has revised its disclosure on page 100 of Amendment No. 1 to address the overall materiality of these crypto assets, the Company’s ability to monetize these crypto assets, and the potential impact on the Company’s future earnings.

Trading Volume, page 91

5.We note your response to comment 11 from our letter dated February 5, 2021. We also note your disclosure on page 30 related to your decision in December 2020 to suspend all XRP trading pairs on your platform. Please revise your filing to quantify the impact of this trading suspension on your financial statements, trading volume, customer custody crypto assets, and any other relevant operating or financial metric and discuss how this decision will impact your business going forward.

The Company acknowledges the Staff’s comment and has revised its disclosure on pages 102 and 103 of Amendment No. 1.

Price and Volatility of Crypto Assets, page 100

6.We note disclosure of the percentages of your crypto assets held as of December 31, 2020 and 2019. We also note disclosure in footnote 3 to your fair value tabular presentation on page

United States Securities and Exchange Commission

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March 17, 2021

Page 4

F-34 that you have $68.4 million and $33.9 million of crypto assets held at cost at each period end, respectively. Please revise your MD&A to disclose the fair value of these crypto assets held as of each period presented and provide enhanced disclosures to discuss the potential impact and variability to your future earnings and cash flows if you determine to monetize or sell these crypto assets.

The Company acknowledges the Staff’s comment and has revised its disclosure on page 100 of Amendment No. 1.

Comparison of the Years Ended December 31, 2020 and 2019, page 107

7.We note disclosures on pages 107 and 108 that other revenues and other expenses increased $93.8 million and $93.3 million, respectively, during fiscal year ended December 31, 2020 due to crypto asset sales where the transactions were fulfilled with your crypto assets as a result of “unanticipated system disruptions” as a customer accommodation. We also note brief disclosure on page 44 related to the number of outages and average duration during 2020. Please revise your filing to discuss the nature, timing and pervasiveness of unanticipated system disruptions for all periods presented, including but not limited to:

•Quantification of the number of unanticipated system disruptions that occurred,

•Provide a discussion the reason(s) for these disruptions,

•Disclose how long these disruptions typically lasted; and

•Discuss the underlying reasons for trends in the frequency or duration of disruptions.

In response to the Staff’s comment, the Company has revised its disclosure on pages 107 and 108 of Amendment No. 1.

Liquidity and Capital Resources, page 112

8.We note your disclosure of the cost basis and fair value of your crypto assets held, excluding crypto assets borrowed, as of December 31, 2020 and that these crypto assets are for investment and operational purposes. We also note disclosure related to your sale of crypto assets provided as an accommodation to customers on page 103 or when there are unanticipated system disruptions on page 107. To the extent your holding crypto assets for investment purposes is material, please revise your filing to discuss your crypto asset investment policy to allow an investor to understand the risks and rewards related to this activity. Additionally, please disclose the income statement impact related to crypto assets held for investment, if material.

In response to the Staff’s comment, the Company has revised its disclosure on page 113 of Amendment No. 1.

Launch Innovative Products, page 131

9.We note disclosure on page 132 that in 2020 you launched support for post-trade credit to eligible institutional customers to instantly invest in crypto assets without pre-funding their trade. Please revise your filing to more fully explain this product including the following:

United States Securities and Exchange Commission

Division of Corporation Finance

March 17, 2021

Page 5

•Explain whether you conduct background, credit, or other checks on potential customers;

•Explain more fully your policy for collecting funds subsequent to a trade;

•Explain your rights to the crypto assets purchased as collateral and potential risk of loss;

•Provide operating and financial metrics to allow an investor to understand the materiality of this product currently and going forward; and

•Provide your accounting policy to explain how this product offering is reflected in your financial statements.

In response to the Staff’s comment, the Company has revised its disclosure on pages 145 and 146 of Amendment No. 1.

Plan of Distribution, page 204

10.Please note your response to comments 6 and 14 and your representation that the financial advisors will not solicit any buying or selling interest on behalf of the company and that any Nasdaq firm (whether or not affiliated with a financial advisor) can submit sell and buy orders on behalf of its customers or other non-member firms. Please confirm for us that the financial advisors will not actively solicit orders on behalf of the company and clarify whether the financial advisors intend to actively solicit buy/sell orders on behalf of their customers or others during the price discovery phase or after the initial opening of trading.

The Company respectfully advises the Staff that the financial advisors will not actively solicit orders on behalf of the Company.  Upon discussion with the financial advisors, the Company understands that the firms that are acting as financial advisors, each of which is a full-service broker-dealer engaged in a variety of investment-banking, brokerage and other activities in the ordinary course of business, expect to solicit buy/sell orders on behalf of their customers and others both during the price discovery phase and after the initial opening of trading.  Such communications are expected to involve investor education regarding the process and mechanics of the direct listing and ordinary communications between investors and the financial advisors regarding buy and sell interest for the Company’s Class A common stock.

General

11.We note your disclosure that your shares of Class A and Class B common stock have a history of trading in private transactions as well as media accounts of recent private transactions. Please confirm whether you have determined that there has been a recent sustained history of trading of your common stock in the private markets prior to the direct listing and, if so, provide us the basis for this determination.

The Company advises the Staff that the Company has contractual transfer restrictions in its organizational documents and, as a result, there has been limited trading in the Company’s capital stock.  Any trades to date have been pursuant to waivers of such transfer restrictions by the Company. In the first quarter of 2021, an aggregate of 944,341 shares of the Company’s capital stock, representing

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March 17, 2021

Page 6

approximately 0.5% of the Company’s outstanding capital stock, have been traded on the secondary market, including those that are pending settlement. In 2020, 2,081,164 shares of the Company’s outstanding capital stock, or approximately 1% of the Company’s outstanding stock, were sold in two privately negotiated transactions between one selling group and two purchasers. Accordingly, the Company has determined that there has not been sufficient recent secondary trading of its capital stock in secondary transactions to warrant a determination that the Company

United States securities and exchange commission logo
March 12, 2021
Brian Armstrong
Chief Executive Officer
Coinbase Global, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
Re:Coinbase Global, Inc.
Registration Statement on Form S-1
Filed February 25, 2021
File No. 333-253482
Dear Mr. Armstrong:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 25, 2021
Risks Related to Crypto Assets
A temporary or permanent blockchain "fork" to any supported crypto asset could adversely
affect our business, page 45
1.We do not believe that your response sufficiently supports your assertion that airdropped
or forked digital assets are not assets.  We note that whether an air dropped or forked
digital asset is traded or has an accessible exchange market available is not a necessary
attribute of an asset.  We also observe that the reference to “probable” in the “probable
future economic benefit” criteria of the definition refers to uncertainty, not likelihood.  In
order to help us continue to evaluate your response to comment 9, please tell us, and
revise your filing to disclose, whether the air dropped or forked digital assets that

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 March 12, 2021 Page 2
 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
March 12, 2021
Page 2
represent Coinbase, rather than customer, assets are material to Coinbase.  Please include
in, but do not limit, your reply to qualitative considerations inherent in your conclusion.
Please also tell us whether Coinbase’s financial statements would materially differ if air
dropped or forked digital assets that represent Coinbase, rather than customer, assets were
recognized at the time of the airdrop or fork.
2.For Company airdrops and forks that are recognized at a cost of $0, please revise
Management’s Discussion and Analysis (MD&A) to provide enhanced disclosures of the
crypto assets obtained and discuss the potential impact and variability to your future
earnings and cash flows if you decide to monetize or sell these crypto assets.
3.For Company airdrops and forks that are not recognized, please revise Management’s
Discussion and Analysis (MD&A) to discuss the potential future economic benefit to the
extent it is reasonably likely that you are able to support and monetize or sell these crypto
assets in a future period.
4.In order to help us continue to evaluate your response to comment 10, please provide an
analysis, with citation to ASC 606 and any other relevant authoritative guidance, as to
whether Coinbase’s contract with its customers contains an explicit or implicit promise to
allocate airdrops and forks to its customers.  Please address the following in your response
and revise your filing as appropriate:

•Confirm whether unsupported customer airdrops and forks remain in digital wallets
for which you possess the unique private keys and, if so, whether under your
contracts with customers they are Coinbase’s assets or your customers’ assets;
•Clarify whether you keep account of unsupported airdrops and forks; and
•Clarify whether there have been any instances where you have subsequently
supported a previously unsupported customer airdrop or fork and provide any
additional information necessary for an understanding of your accounting.
Trading Volume, page 91
5.We note your response to comment 11 from our letter dated February 5, 2021. We also
note your disclosure on page 30 related to your decision in December 2020 to suspend all
XRP trading pairs on your platform.  Please revise your filing to quantify the impact of
this trading suspension on your financial statements, trading volume, customer custody
crypto assets, and any other relevant operating or financial metric and discuss how this
decision will impact your business going forward.
Price and Volatility of Crypto Assets, page 100
6.We note disclosure of the percentages of your crypto assets held as of December 31, 2020
and 2019. We also note disclosure in footnote 3 to your fair value tabular presentation on
page F-34 that you have $68.4 million and $33.9 million of crypto assets held at cost at
each period end, respectively.  Please revise your MD&A to disclose the fair value of
these crypto assets held as of each period presented and provide enhanced disclosures to

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 March 12, 2021 Page 3
 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
March 12, 2021
Page 3
discuss the potential impact and variability to your future earnings and cash flows if you
determine to monetize or sell these crypto assets.
Comparison of the Years Ended December 31, 2020 and 2019, page 107
7.We note disclosures on pages 107 and 108 that other revenues and other expenses
increased $93.8 million and $93.3 million, respectively, during fiscal year ended
December 31, 2020 due to crypto asset sales where the transactions were fulfilled with
your crypto assets as a result of “unanticipated system disruptions” as a customer
accommodation. We also note brief disclosure on page 44 related to the number of
outages and average duration during 2020.  Please revise your filing to discuss the nature,
timing and pervasiveness of unanticipated system disruptions for all periods presented,
including but not limited to:

•Quantification of the number of unanticipated system disruptions that occurred,
•Provide a discussion the reason(s) for these disruptions,
•Disclose how long these disruptions typically lasted; and
•Discuss the underlying reasons for trends in the frequency or duration of disruptions.
Liquidity and Capital Resources, page 112
8.We note your disclosure of the cost basis and fair value of your crypto assets held,
excluding crypto assets borrowed, as of December 31, 2020 and that these crypto assets
are for investment and operational purposes.   We also note disclosure related to your sale
of crypto assets provided as an accommodation to customers on page 103 or when there
are unanticipated system disruptions on page 107.  To the extent your holding crypto
assets for investment purposes is material, please revise your filing to discuss your crypto
asset investment policy to allow an investor to understand the risks and rewards related to
this activity.  Additionally, please disclose the income statement impact related to crypto
assets held for investment, if material.
Launch Innovative Products, page 131
9.We note disclosure on page 132 that in 2020 you launched support for post-trade credit to
eligible institutional customers to instantly invest in crypto assets without pre-funding
their trade.  Please revise your filing to more fully explain this product including the
following:

•Explain whether you conduct background, credit, or other checks on potential
customers;
•Explain more fully your policy for collecting funds subsequent to a trade;
•Explain your rights to the crypto assets purchased as collateral and potential risk of
loss;
•Provide operating and financial metrics to allow an investor to understand the
materiality of this product currently and going forward; and

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 Comapany NameCoinbase Global, Inc.
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 FirstName LastName
Brian Armstrong
Coinbase Global, Inc.
March 12, 2021
Page 4
•Provide your accounting policy to explain how this product offering is reflected in
your financial statements.
Plan of Distribution, page 204
10.Please note your response to comments 6 and 14 and your representation that the financial
advisors will not solicit any buying or selling interest on behalf of the company and that
any Nasdaq firm (whether or not affiliated with a financial advisor) can submit sell and
buy orders on behalf of its customers or other non-member firms.  Please confirm for us
that the financial advisors will not actively solicit orders on behalf of the company and
clarify whether the financial advisors intend to actively solicit buy/sell orders on behalf of
their customers or others during the price discovery phase or after the initial opening of
trading.
General
11.We note your disclosure that your shares of Class A and Class B common stock have a
history of trading in private transactions as well as media accounts of recent private
transactions.  Please confirm whether you have determined that there has been a recent
sustained history of trading of your common stock in the private markets prior to the
direct listing and, if so, provide us the basis for this determination.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact John Spitz at 202-551-3484 or Michael Volley at 202-551-3437 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nolan McWilliams at 202-551-3217 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael A. Brown, Esq.

United States securities and exchange commission logo
February 5, 2021
Brian Armstrong
Chief Executive Officer
Coinbase Global, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
Re:Coinbase Global, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted December 21, 2020
CIK No. 0001679788
Dear Mr. Armstrong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 7, 2020 letter.
Draft Registration Statement submitted December 21, 2020
General
1.Please refer to your response to comment 4.  With respect to the risk-based scoring model,
please tell us in greater detail the purpose of assigning weights to the various inputs,
explain the methodology used to determine specific weighting, and how qualitative factors
are accounted for by the model.  Please also address the utility of a weighted scoring
system given that public guidance reference non-exhaustive and non-weighted factors.
Lastly, discuss the role of the score in a particular determination, for instance, would a
higher score result in more fact gathering or intensive analysis.

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 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
February 5, 2021
Page 2
2.Please refer to your response to comment 5.  We note your statement that “[i]n discussions
with the Staff on August 20, 2020, the Company shared the Company’s legal analysis
concluding that these Staking 2.0 services should not be viewed as an investment contract
or securities brokerage, and are also therefore outside the scope of the U.S. federal
securities laws.”  Please acknowledge that the Staff neither agreed nor disagreed with the
legal analysis presented in the August 20, 2020 meeting.  In addition, please revise the
regulatory risk factor beginning on page 20 of the prospectus to note that there is
regulatory uncertainty regarding the status of your staking activities under the federal
securities laws.
3.Please refer to your response to comment 6.  You state that you may participate in “one or
more investor day presentations and/or post presentation(s)” which may be made available
through your website or “other broadly-available means.”  Please tell us whether and in
what regard the post presentations are similar or different from an investor day or investor
education meeting.  Please also disclose the “other broadly-identified means.”  In addition,
you state that during the restricted period you may, among other things, issue press
releases in fulfillment of your obligations as a reporting company.  Please tell us the
nature, contents, and timing of these required press releases.
4.We note the disclosure in the prospectus summary that you are a “regulated financial
technology provider” and a “regulated marketplace,” as well as similar disclosure as to
your business and operations being “regulated” throughout the risk factors.  While it
appears that certain aspects of your activities may be subject to regulation or regulatory
license, it is not clear the extent to which the material aspects of your business and
operations are actually subject to such regulation or regulatory license.  Please revise to
provide more balanced disclosure by including disclosure of the extent to which the
material aspects of your business and operations are not “regulated.”  For example, your
trading platform operations do not appear to be subject to regulation in a similar manner
as other regulated trading platforms, such as national securities exchanges or designated
contract markets.
Cover Page
5.Please refer to your response to comment 9.  Please confirm our understanding that by
notifying Nasdaq that the shares are “ready to trade” Goldman Sachs is simultaneously
“approving proceeding at such Current Reference Price” (Opening Price) or advise.  In
this regard, please also confirm, if true, that Goldman Sachs (as designated financial
advisor) is not obligated to notify Nasdaq that the shares are “ready to trade” until Nasdaq
has calculated the Current Reference Price (Opening Price) and displayed it to Goldman
Sachs.
6.Please refer to your response to comment 10.  You state that the financial advisors may be
available to consult with Nasdaq, including about “pre-listing selling and buying interest
and other factors that would not be available to Nasdaq through other sources.”  Please
describe the nature of this information.  Please also describe the nature and timing of input

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Coinbase Global, Inc.
February 5, 2021
Page 3
from the financial advisors and other market participants Nasdaq may consider in
performing price validation checks.
7.Please refer to your response to comment 10.  You state “Nasdaq may consult with more
than one financial advisor in connection with determining the price that Nasdaq enters
during the system setup for use by the system in determining the pricing/opening of a
direct listing as described in the paragraph above” at the time of commencement of
trading.  Please tell us the specific Nasdaq rule you are relying on and provide your
analysis in support of this statement.  In your response, please clarify at what point in time
“system setup” occurs with respect to the price discovery process for the direct listing.
A particular crypto asset’s status as a “security”, page 26
8.Please refer to the last two paragraphs.  Please place this risk factor in context by
disclosing that you have removed XRP from trading on your platform.
Risks Related to Crypto Assets
A temporary or permanent blockchain “fork” to any supported crypto asset could adversely
affect our business, page 42
9.We note your response to comment 18. You state that the Company recognizes crypto
assets received through airdrops or forks if the crypto asset is expected to generate
probable future benefit and the Company is able to support the trading, custody, or
withdrawal of these assets. You further state that the Company records the crypto assets
received through airdrops or forks at their cost. Please provide us with the following
additional information:

•Explain why, under GAAP, your ability to support the crypto assets has any bearing
on whether those assets should be recognized;
•Explain how the value of a crypto asset when acquired is an indicator of probable
future benefit; and
•Tell us what you mean when you state that the company records the crypto assets it
receives at their “cost.”
10.Please elaborate on your policy for supporting forked and airdropped crypto assets.
Specifically, please clarify for us whether upon determining you will support a specific
fork or airdrop, customers that hold the source digital asset on your platform (e.g. bitcoin)
automatically receive the resulting forked or airdropped asset.
Trading Volume, page 90
11.We note your volume of trading and revenue generated from Other Crypto assets have
increased significantly during 2020.  Please revise to provide a further breakout of the
component that make up the “Other Crypto” assets and discuss the reasons for period over
period fluctuations by crypto asset.  Further ensure your MD&A includes discussion of
known material events and uncertainties that would cause reported financial information

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Brian Armstrong
Coinbase Global, Inc.
February 5, 2021
Page 4
not to be necessarily indicative of future operating performance or of future financial
condition.  For example, specify and discuss any changes in the availability and/or trading
volume of “other crypto assets” that would impact these trends or future operating
performance.  Refer to Instruction 3 to Item 303(a) of Regulation S-K and SEC Release
No. 33-8350 for more information.
Welcome to the Cryptoeconomy, page 110
12.Please refer to your response to comment 34.  Please describe here the criteria you use in
determining whether to support forked or airdropped crypto assets.
Retail, page 121
13.We note your revised disclosure regarding the "Save" product.  Please clarify for us how
this product works and whether the activities undertaken in connection with the product
constitute a security or otherwise are subject to regulation.
Plan of Distribution, page 176
14.Please refer to your response to comment 48.  In light of your description of the scope and
timing of activities by the various financial advisors and active market makers, please tell
us how you will ensure an independent price discovery process for this direct listing, and
how registered stockholders will be able to effect ordinary brokerage transactions into an
“independent market” on Nasdaq (i.e., one not dominated or controlled by the Company,
the financial advisors, or any of their affiliated purchasers, and without the use of any
special selling efforts or selling methods).
Note 4. Acquisitions
Xapo, page F-20
15.Please refer to comment 53.  We note the guidance you reference in ASC 815-40-15-5
applies to freestanding financial instruments.  Please tell us how you determined the
contingent consideration provision was a freestanding financial instrument.
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 if you have questions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Dietrich King, Attorney-Advisor, at (202) 551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael A. Brown, Esq.

United States securities and exchange commission logo
December 7, 2020
Brian Armstrong
Chief Executive Officer
Coinbase Global, Inc.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
Re:Coinbase Global, Inc.
Draft Registration Statement on Form S-1
Submitted October 9, 2020
CIK No. 0001679788
Dear Mr. Armstrong:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted October 9, 2020
General
1.Please clarify for us whether the Class T common stock will be issued and outstanding
prior to the effective date of the registration statement.  In addition, assuming the Class T
common stock is outstanding prior to effectiveness, please tell us how you intend to
identify the price at which Class T common stock holders will offer their shares for resale
following the effectiveness of the registration statement and prior to the emergence of any
public market for such securities.  Please refer to Item 501(b)(3) of Regulation S-K.
2.Please provide us with your legal analysis why the issuance of Class T shares in token

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 FirstName LastNameBrian Armstrong
Coinbase Global, Inc.
December 7, 2020
Page 2
form does not represent the issuance of a security different from the uncertificated
security.  In your analysis, please provide a detailed explanation of why a single class of
securities may be held in different forms with different rights under applicable state law.
3.Please provide us with your legal analysis as to why the offering of Class T common stock
should not be treated as an indirect primary offering.  Please refer to Securities Act Rules
Compliance and Disclosure Interpretations 612.09, which is available on our website.
4.Please refer to the carryover risk factor paragraph on pages 26-27.  Please provide us with
your legal analysis as to why you believe you can conclude that the crypto assets traded
on your core platform are not securities and, therefore, you are not facilitating, or causing
you to engage in, transactions in unregistered securities.  In your response, please
specifically address how you “determine with a reasonable degree of certainty” that crypto
assets are not securities for purposes of the federal securities laws. In preparing your
response, you may find useful the letter sent by the SEC’s Strategic Hub for Innovation
and Financial Technology to The New York State Department of Financial Services on
January 27, 2020, which letter is available on our website at
https://www.sec.gov/files/staff-comments-to%20nysdfs-1-27-20.pdf.
5.Please provide us with your legal analysis as to why your activities supporting staking are
executed in compliance with the federal securities laws.
6.You state in the first full bullet point on page 67 that you intend to host an investor day
and engage in certain other investor education meetings.  Please clarify the intended scope
and timing of these investor education meetings, including whether they are follow-up
meetings to answer questions about information provided at the investor day, or
something more.  In addition, please clarify whether the Company will cease all marketing
and investor education activities and observe a restricted period in connection with the
pricing of the direct listing.
7.Please provide mockups of any pages that include any additional pictures or graphics to be
presented, including any accompanying captions.  For guidance, refer to Securities Act
Forms Compliance and Disclosure Interpretation 101.02.
8.While we understand you do not have a principal executive office, please add to the cover
page of the registration statement your primary business telephone number, if you have
one.
Cover page
9.Please refer to the fifth paragraph.  Please revise the discussion of the timing of Goldman
Sachs’s obligations by clarifying whether Goldman Sachs (as financial advisor) is
obligated to notify Nasdaq that the shares are “ready to trade” before, during, or after
Nasdaq is to calculate the Current Reference Price (Opening Price).  The disclosure as
currently drafted appears to indicate that Goldman Sachs must make a subsequent or
separate determination to “approve proceeding at the Current Reference Price.”  Please

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Coinbase Global, Inc.
December 7, 2020
Page 3
similarly revise the corresponding disclosure in Plan of Distribution.
10.You state that both Goldman Sachs and J.P. Morgan in their roles as financial advisors
will consult with Nasdaq.  Please tell us how this is consistent with the Nasdaq direct
listing rule permitting only one financial advisor to be “designated” for purposes of
consulting with the exchange and performing the “ready to trade” duties and other
functions.  Alternatively, please revise here and in the first paragraph on page 177 to
clarify the financial advisors’ respective roles in the direct listing.
About This Prospectus, page ii
11.Please explain the basis for indicating that changes to the plan of distribution may be
made in a prospectus supplement.  In this regard, we note your obligation pursuant to the
undertakings in Part II of the registration statement to file during any period in which
offers or sales are being made a post-effective amendment to include any material
information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information.
Prospectus Summary
Our Token – Class T Common Stock, page 6
12.Please clarify here and throughout the prospectus whether the benefits you intend to
provide to holders of the Class T common stock will depend on whether the stock is
held in certificated form represented by a security token.  In addition, please tell us
whether such benefits would constitute terms and conditions of the security, and please
tell us the basis for your position.
Implications of Being an Emerging Growth Company, page 9
13.Please provide us copies of all written communications, as defined in Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
copies of the communications.  Please contact J. Nolan McWilliams at the number below
to discuss how to submit the materials, if any, for our review.
Risk Factors
Our operating results have and will significantly fluctuate, page 14
14.Please place this risk factor in context by quantifying the volatility in crypto assets in
recent periods.
A particular crypto asset’s status as a “security” in any relevant jurisdiction is subject to a high
degree of uncertainty, page 26
15.We note your disclosure that "[t]he test for determining whether any given crypto a is a
security is a highly complex, fact-driven analysis that evolves over time, and the outcome

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is difficult to predict."  Please emphasize that this test is a legal test and is different than
your scoring model, which is not a legal standard and only a risk-based assessment that
does not preclude legal or regulatory action based on the presence of a security.
16.We note your disclosure that "[p]ublic statements by senior officials at the SEC indicate
that the SEC does not intend to take the position that Bitcoin or Ether are securities (in
their current form)."  Please revise this risk factor to clarify that Bitcoin and Ether are the
only digital assets as to which senior officials at the SEC have publicly expressed such a
view, and further clarify that as to all other digital assets there is currently no certainty
under the applicable legal test that such assets are not securities, notwithstanding the
predictions of your scoring model.
We may suffer losses due to abrupt and erratic market movements, page 39
17.We note from media accounts that trading has been disabled or temporarily halted in the
past year.  Please place this risk factor in context by quantifying the number, frequency,
and average duration of outages in the last year and any material expenses or other
damages as a result.
Risks Related to Crypto Assets
A temporary or permanent blockchain "fork" to any supported crypto asset, page 41
18.Please tell us and disclose your policy for accounting for forks and airdrops.  Your
disclosure should address your policy related to digital assets owned by you as well as
those held by you through custodial accounts.
Risks Related to our Class T Common Stock, page 60
19.Please expand your risk factor disclosure relating to holding and trading Class T common
stock in token form.  In doing so, please address the particular risks arising from
the different or limited rights that holders of Class T common stock in token form
will have compared to holders of certificated securities.
The registration and listing of our Class A common stock, page 66
20.Please remove the implication of an intention to engage in price manipulation by deleting
the following language from the fifth sentence of the first bullet point: “to help stabilize,
maintain, or affect the public price” and “on the Nasdaq Global Select Market
immediately after the listing.”
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
89
21.We note crypto assets held totaled $38.5 million and $33.9 million as of June 30, 2020
and December 31, 2019, respectively.  Please provide us a rollforward of your crypto
assets held for each period presented which includes or reconciles to crypto asset amounts
disclosed in your Consolidated Statement of Cash Flows.

 FirstName LastNameBrian Armstrong
 Comapany NameCoinbase Global, Inc.
 December 7, 2020 Page 5
 FirstName LastName
Brian Armstrong
Coinbase Global, Inc.
December 7, 2020
Page 5
Overview, page 89
22.Please describe any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on revenue or results of
operations.  For example, you state that you expect volatility in trading volume to
decrease as institutional trading increases and as you expand the number of supported
crypto assets.  Please discuss the extent to which decreased volatility and shifting the mix
of users and crypto assets are expected to materially impact revenues and profitability.
Refer to Item 303(a) of Regulation S-K and Section III.B.3 of Release No. 33-8350.
Our Business Model, page 90
23.Please expand your discussion of crypto asset price cycles, including qualitative and
quantitative information, so that investors can better understand the duration and volatility
of price cycles and the extent to which volatility in the cryptoeconomy is related to
broader economic cycles.
24.Please refer to the third paragraph of this section.  Please discuss specifically how you
“manage Coinbase to break-even over price volatility cycles.”
Key Business Metrics, page 91
25.We note disclosure on page 16 that transaction fees generated with the purchase, sale, and
trading of Bitcoin and Ether drove over 65% of total trading volume on your platform
during the six-months ended June 30, 2020.  Please revise to quantify material crypto
asset concentrations in trading volumes, transactions fees, and other key performance
metrics for each period provided.
26.You state that Verified Users, Monthly Active Users, and Assets on Platform are an
indication of scale, engagement with your platform, and monetization opportunities.
Please discuss the relationship of each of these metrics to net revenues and revenues from
products and services.
Assets on Platform, page 93
27.Please refer to the chart on page 93.  Please break out the components of Assets on
Platform by quantity, price, and types of assets and discuss the reasons for period over
period fluctuations by component.
Trading Volume, page 93
28.Please refer to the chart on page 94.  Please explain the reasons for period over period
fluctuations in Retail Users’ Trading Volume, Institutions’ Trading Volume, and 3 Month
Volatility.  Also please discuss the extent to which fluctuations in 3 Month Volatility
correlate or are predictive of retail and institutional trading volume.

 FirstName LastNameBrian Armstrong
 Comapany NameCoinbase Global, Inc.
 December 7, 2020 Page 6
 FirstName LastName
Brian Armstrong
Coinbase Global, Inc.
December 7, 2020
Page 6
Key Factors Affecting Our Performance
Investments in growth, page 95
29.Please quantity the estimated investments in development of products and service, sales
and marketing, and internationally and discuss key milestones and time frames to
implement each of these strategies.  To the extent this is not known for a particular growth
strategy, please briefly describe the factors you will consider in determining the amount
and timing of investments.
Strategic acquisitions, investments, and partnerships, page 96
30.We note disclosure that you plan to enter into a variety of strategic partnerships with
various companies that contribute to your ability to scale your business, including but not
limited to, partnerships that allow you to increase traffic to your platform, bridge
traditional finance with cryptocurrency, and expand your current product offerings. We
also note disclosure of partnerships with Centre Consortium on page 29, PayPal on page
119, and a multinational corporation related to your Spend product on pages 120 and 122.
Please revise your filing to discuss the benefits of these partnerships including how they
will impact future financial results.
Components of Results of Operations
Other revenue, page 97
31.We note disclosure that periodically, as an accommodation to customers, you may fulfill
customer transactions using your own crypto assets.  To the extent the accommodations
become material, please revise to more fully explain the economic and other reason(s)
why you provide this accommodation, why these transactions wouldn’t be fulfilled by
customers on your trading platform, and to provide any other information needed to allow
an investor to understand the potential benefits and costs and the impact on your financial
results or business from these transactions.
Transaction expense, page 97
32.We note disclosure that included within transaction expenses are crypto asset losses due to
transaction reversals and that these losses increased by $6.2 million during the six months
ended June 30, 2020 due to a 55% increase in trading volume.  Please revise to more
clearly describe why and how you incur costs and losses related to transaction reversals
and tell us if fee reversals are included in this amount noting your disclosure on page 106
regarding the estimate of fee reversals included in revenue.  Please disclose total
transaction reversal losses recognized for each period presented along with a discussion of
the underlying reason for material trends and discuss any policies and procedures used to
manage this risk.

 FirstName LastNameBrian Armstron