SecProbe.io

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<TEXT>
 April 22, 2025

Michael Milotech
Interim Chief Executive Officer and Chief Financial Officer
Marqeta, Inc.
180 Grand Avenue, 6th Floor
Oakland, CA 94612

 Re: Marqeta, Inc.
 Form 10-K for the Year Ended December 31, 2024
 Response dated April 14, 2025
 File No. 001-40465
Dear Michael Milotech:

 We have completed our review of your filing. 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
Technology
</TEXT>
</DOCUMENT>

CORRESP
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 Document April 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention:     Anastasia Kaluzienski Robert Littlepage Re: Marqeta, Inc. Form 10-K for the Year Ended December 31, 2024 File No. 001-40465 Dear Ms. Kaluzienski and Mr. Littlepage: We are responding to the comment from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received by letter dated April 1, 2025, regarding our Form 10-K for the fiscal year ended December 31, 2024 filed on February 26, 2025. In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with our response. Form 10-K for the Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Net Revenue, page 52 1. Please provide us your analysis of the change in terms of the Block agreement, that supports your change from reporting the related revenue on a gross basis to a net basis. We respectfully advise the Staff that on August 4, 2023, Marqeta, Inc (the “ Company ”) and Block, Inc. (the “ Customer ”) entered into an amendment of the Master Services Agreement dated April 19, 2016 (the “ 2023 Renewal ”) 1 , which is the active contract governing the Cash App branded card program with a certain card network. Under the 2023 Renewal, which was filed with the Commission as an exhibit to Form 8-K/A on August 11, 2023, the Company provides the following stand-ready, series-based performance obligations: 1. Transaction Processing Services for the Cash App program with a certain card network; and 2. Program Management Services Given there are no third parties involved in delivering the Transaction Processing Services for the Cash App program, the Company has deemed itself to be the principal in the arrangement and records Transaction Processing Services revenue on a gross basis. This is consistent with our revenue recognition for this service under the previous contract with the Customer. Given the size and scope of the Cash App branded card program, the Customer decided that they wanted more control over certain aspects of the program and also wanted the ability to contract, negotiate, and interact directly with vendors who provide key inputs into their program. As such, the 2023 Renewal has modified the relationship between the Company and the Customer in that the Company no longer provides a full suite of Program Management Services for the Cash App branded card program. The Program Management Services outlined in the 2023 Renewal represent a significant change from the services offered under the previous contract with the Customer, and also represent a meaningful change from contracts with our other customers. In particular, the 2023 Renewal outlines that the Customer is solely responsible for managing the relationship with a certain card network, specifically including, but not limited to, the responsibility for the Financial Relationship between the Customer and a certain card network, the choice of Card Brand, determining the Product Type, and meeting the Program Parameters. As a result, the following changes were effective in the 2023 Renewal: 1 Please note that defined terms used in the remainder of this letter have the meanings defined in the 2023 Renewal. Financial Relationship – The Customer will separately negotiate the fees that a certain card network will charge the Customer for existing Cash App card programs and any potential new card programs. Additionally, the ad hoc work of discussing and/or remediating any billing issues for the program with a certain card network is now the Customer’s responsibility, even though the funds and fees are billed and passed through to the Customer by the Company, which is a change in responsibility from the previous contract with the Customer. Choice of Card Brand – The Customer will have the sole ability, without requiring the Company’s prior input or approval, to dictate whether it would like to continue to utilize the current card network for the Cash App program. This prevents the Company from choosing an alternative card network, which is a change from the previous contract with the Customer. Determining the Product Type – Product Type is the type of card product as defined by the card network definition, and the Customer now has the ability to choose the specific card brand services and configuration of those services to meet their program requirements. Under the previous contract with the Customer, the Company would have been involved in assisting the Customer in determining the Product Type. Meeting Program Parameters – Program Parameters represent the requirements for a specific Product Type that must be met, and the Customer is now responsible for the program-specific card brand requirements applicable to the determined Product Type (e.g., conducting cardholder verification, providing cardholder support, charging cardholder fees, or obtaining network waivers for any requirements not met). Under the previous contract with the Customer, the Company was responsible for ensuring the Program Parameters were met on behalf of the Customer. Given the change in Program Management Services provided to the Customer under the 2023 Renewal, the Company’s management evaluated the guidance in ASC 606-10-55-37 and 39 to consider whether a change to the Company’s previous principal/agent conclusion was necessary. The issuing bank and the card network function together to enable and support transacting and the funds flow between a cardholder and merchant, which is inclusive of the Company’s Program Management Service offering. As such, we evaluated the offering as one specified service. Under the 2023 Renewal, the Company maintains its contractual relationship with the issuing bank; however, the Company has relinquished control over its right to direct a certain card network’s services to the Customer as outlined above. Given that the card network is an integral part of performing Program Management Services, the Company evaluated whether it controls all parties given the change in relationship with a certain card network. In consideration of ASC 606-10-55-37A, the Company’s management assessed the individual activities performed by the Company, and the third-party service providers (i.e., the issuing bank and a certain card network) to determine whether the Company controls the Program Management Services before they are transferred to the Customer: ● Management determined that ASC 606-10-55-37A(a) and (b) are not applicable, as the Company does not control the right to a certain card network's services at any point. Under the 2023 Renewal, the Customer, not the Company, obtains control over the right to those services and directs how a certain card network interacts with the issuing bank. While the Company maintains its contractual relationship with the issuing bank, the Company no longer has the ability to direct a certain card network's services or make any decisions regarding its use. The Company's program management role is now limited to maintaining a relationship with an issuing bank that has access to a certain card network's services, without the ability to remove, replace, or direct a certain card network. ● When considering ASC 606-10-55-37A(c), the Company’s management noted that the Company does not have the ability to combine the services of the issuing bank and a certain card network with those that the Company performs itself, as it does not first control all of the third-party services. As previously described, the Company does not first obtain control of the services to be performed by a certain card network prior to those services being provided to the Customer. Further, the Company lacks the decision-making rights relinquished to the Customer in the 2023 Renewal that would be necessary in order to direct the use of a certain card network’s services to create a combined output. The factors assessed above indicate that the Company does not control all of the third-party inputs to the Program Management Services and is unable to direct them to be performed to satisfy the Company’s obligations to the Customer. Therefore, the Company does not control the services before they are provided to the Customer, and the Company serves as an agent in arranging Program Management Services. In reaching this conclusion, the Company also considered the guidance in ASC 606-10-55-39 concluding the following: ● When considering ASC 606-10-55-39(a), the Company is no longer primarily responsible for fulfilling certain critical elements of Program Management Services, as the Customer now has all decision-making responsibilities as it relates to the relationship and the services that the card program receives from a certain card network. If there are issues related to a certain card network’s performance, the Customer is now responsible for resolution of the issues, and the Company is only responsible for carrying out the decisions made and communicated by the Customer. In addition, the Customer is sharing the responsibility with the Company for ensuring the configuration of the network services comply with regulatory standards. Thus, the Company is unable to fulfill its obligation of performing Program Management Services without the necessary inputs that are the Customer’s responsibility. Because the Company does not control all of the key parties involved in providing the end-to-end Program Management Services, it cannot assert that it controls the Program Management Service given that the relationship with a certain card network is now controlled by the Customer. ● When considering ASC 606-10-55-39(b), the Company is removed from inventory and cost risk by withholding revenue share remittance until third-party costs are determined, as the Customer is legally responsible for these costs under the 2023 Renewal. Additionally, the Customer must maintain a funding balance to mitigate non-payment risk, and the Company can terminate the program if this balance is not upheld. ● When considering ASC 606-10-55-39(c), the Company does not have discretion in setting the price of Program Management Services. The Customer now negotiates both the pricing and scope of services performed by a certain card network independently of the Company. Fees and incentive rebates from the issuing bank or card network are passed to the Customer without markup, which prevents the Company from influencing the pricing ultimately invoiced to the Customer. Based on these considerations, the Company’s management believes the Company does not have discretion in setting the price for Program Management Services. Based on the above analysis, the terms of the 2023 Renewal indicate that the Company is not the principal in providing Program Management Services to the Customer for their Cash App branded card program. As such, the Company has recorded revenue related to Program Management Services net of certain network fees, issuing bank fees and incentives, and other related fees in the financial statements beginning in the third quarter of 2023. We acknowledge that the Company and our management is responsible for the adequacy and accuracy of our disclosures. Please direct your questions or comments regarding the Company’s response to Sarah Barkema, our Chief Accounting Officer, or to me. Very truly yours, /s/ Michael (Mike) Milotich Michael (Mike) Milotich Interim Chief Executive Officer and Chief Financial Officer

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 April 1, 2025

Michael Milotech
Interim Chief Executive Officer and Chief Financial Officer
Marqeta, Inc.
180 Grand Avenue, 6th Floor
Oakland, CA 94612

 Re: Marqeta, Inc.
 Form 10-K for the Year Ended December 31, 2024
 File No. 001-40465
Dear Michael Milotech:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 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.

Form 10-K for the Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Net Revenue, page 52

1. Please provide us your analysis of the change in terms of the Block
agreement, that
 supports your change from reporting the related revenue on a gross basis
to a net
 basis.
 In closing, 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.

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage
at 202-
551-3361 with any questions.

 Sincerely,
 April 1, 2025
Page 2

 Division of Corporation Finance
 Office of Technology
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CORRESP
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CORRESP

 Marqeta, Inc.

180 Grand Avenue

 6th Floor

Oakland, California 94612

 VIA EDGAR

 June 4, 2021

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Attention:
    Mitchell Austin, Staff Attorney

   Jan Woo

  Joseph Cascarano

  Robert Littlepage

Re:
 Marqeta, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-256154

Dear Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Marqeta, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration
Statement”) be accelerated to June 8, 2021 at 4:00 p.m., Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Commission”). In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the
event with our counsel, Goodwin Procter LLP, by calling Mitzi Chang at (415) 733-6017. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of
the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Mitzi Chang.

 Under separate cover, Goldman
Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date. The representatives will also provide you with
information with respect to clearance from the Financial Industry Regulatory Authority prior to the effective date.

 Signature page
follows.

 If you have any questions regarding this request, please contact Mitzi Chang of Goodwin
Procter LLP at (415) 733-6017.

 Sincerely,

 MARQETA, INC.

By:

/s/ Philip Faix

 Name:

 Philip Faix

 Title:

 Chief Financial Officer

cc:
 Jason Gardner, Marqeta, Inc.

Seth R. Weissman, Marqeta, Inc.

Caine Moss, Goodwin Procter LLP

Mitzi Chang, Goodwin Procter LLP

Bradley C. Weber, Goodwin Procter LLP

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C.

Catherine D. Doxsee, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
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CORRESP

 June 4, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:
    Mitchell Austin, Staff Attorney

   Jan Woo

  Joseph Cascarano

  Robert Littlepage

Re:
 Marqeta, Inc.

Registration Statement on Form S-1

File No. 333-256154

Acceleration Request

Requested Date:                 June 8, 2021

Requested Time:                 4:00 PM, Eastern Time

 Ladies and Gentlemen:

 In accordance
with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, hereby join Marqeta, Inc. (the
“Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form
S-1 (File No. 333-256154) (the “Registration Statement”) to become effective on June 8, 2021, at 4:00 PM, Eastern Time, or at such
later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

Pursuant to Rule 460 under the Act, please be advised that the underwriters have distributed approximately 3,866 copies of the Preliminary
Prospectus dated June 1, 2021, through the date hereof, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters
that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

 Very truly yours,

 GOLDMAN
SACHS & CO. LLC

 J.P. MORGAN SECURITIES
LLC

As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement

 GOLDMAN SACHS & CO. LLC

By:

/s/ William Connolly III

 Name: William Connolly III

 Title: Managing Director

 J.P. MORGAN SECURITIES LLC

By:

/s/ Bianca Buck

 Name: Bianca Buck

 Title: Vice President

 cc:

 Jason Gardner

Seth R. Weissman

 Marqeta, Inc.

Caine Moss

 Mitzi Chang

Bradley C. Weber

 Goodwin Procter LLP

Steven V. Bernard

 Catherine D. Doxsee

Wilson Sonsini Goodrich & Rosati, P.C.

[Signature Page to Underwriter Acceleration Request]

CORRESP
1
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CORRESP

 Mitzi Chang

 +1 415 733 6017

MChang@goodwinlaw.com

 Goodwin Procter LLP

 Three
Embarcadero Center

 San Francisco, CA 94111

goodwinlaw.com

 +1 415 733 6000

 CONFIDENTIAL TREATMENT REQUESTED BY MARQETA, INC.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED
IN THE UNREDACTED PAPER SUBMISSION FOR EASE OF IDENTIFICATION.

 May 21, 2021

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Information Technologies and Services

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Jan Woo

 Joseph Cascarano

 Robert Littlepage

 Mitchell Austin

Re:
 Marqeta, Inc.

 Registration Statement on Form S-1

 File No. 333-256154

Ladies and Gentlemen:

 On behalf of our client,
Marqeta, Inc. (“Marqeta” or the “Company”), we submit this supplemental letter to assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its
review of the Company’s Registration Statement on Form S-1 (File No. 333-256154), confidentially submitted to the Commission on February 16, 2021,
April 2, 2021, and April 30, 2021, and publicly filed on May 14, 2021 (the “Registration Statement”). Reference is also made to Comment No. 3 in the letter from the Staff dated April 14, 2021 (the
“Comment Letter”) addressed to Jason Gardner, Chief Executive Officer of the Company, with respect to the Company’s Confidential Draft Registration Statement on Form S-1 submitted on
April 2, 2021.

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the
Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment
request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and
Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

 Securities and Exchange Commission

 May 21,
2021

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY MARQETA, INC.

 For convenience of the Staff, we have recited the prior comment from the Staff in the Comment
Letter in italicized type. The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

3.    We note your response to prior comment 26. Once you have an estimated offering price or range, please explain to us the
reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances, including stock-based
compensation.

 The Company advises the Staff that on May 19, 2021, representatives of Goldman Sachs, the lead underwriters (the
“Lead Underwriters”) for the IPO, on behalf of the underwriters, advised the Company that, based on then-current market conditions, they anticipated that the underwriters would recommend to the Company a preliminary price range of
$[****]1 to $[****]2 per share (the “Preliminary Price Range”), resulting in a midpoint of the Preliminary Price
Range of $[****]3 per share (the “Midpoint Price”).

 The Company
further advises the Staff that the Preliminary Price Range represents the Company’s belief of what the indicative price range to be disclosed in the preliminary prospectus may be, but that the actual indicative price range to be included in the
preliminary prospectus will not be determined until the Company completes a valuation process with the underwriters and will be narrower than the Preliminary Price Range. This valuation process is expected to occur shortly before the printing and
filing of the preliminary prospectus for the commencement of the roadshow for the IPO. Therefore, the Preliminary Price Range is subject to further change, which may result from various factors, including then-current market conditions and
subsequent business, market, and other developments affecting the Company. The indicative price range to be included in the preliminary prospectus, when determined, will be included in an amendment to the Registration Statement prior to the
distribution of any preliminary prospectuses to potential investors.

 The Company previously responded to comment #26 in the SEC comment
letter dated March 15, 2021 regarding the fair value assumptions used to determine share-based compensation expense in accordance with ASC 718, for equity grants in the year ended December 31, 2020 through February 11, 2021. In this
response, the Company has updated the table that includes the details and fair value assumptions for grants after February 11, 2021 through the date of this letter and has provided general commentary on the fluctuations in the estimated fair
value of its common stock.    For grants between March 6, 2021 through the date of this letter, the Company’s estimated fair value used to measure share-based compensation ranged from $22.34 to $24.21 as shown in the
table below.

1
 [****]–Confidential Treatment Requested by Marqeta, Inc.

2
 [****]–Confidential Treatment Requested by Marqeta, Inc.

3
 [****]–Confidential Treatment Requested by Marqeta, Inc.

 Securities and Exchange Commission

 May 21,
2021

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY MARQETA, INC.

 Equity Award Issuances by the Company after February 11, 2021

 Grant Date

Estimated Fair Value of
Common Stock Used in
the Determination of
Fair Value of the
Equity Award (a)

Number of
RSU’s Granted

Aggregate Grant
Date Fair Value
of RSUs (b)

Number of
Options
Granted

Grant Date Fair
Value of Options
(c)

Aggregate Grant
Date Fair Value of
Options

 3/6/2021

$
22.34

19,663

$
439,271

n/a

n/a

n/a

 3/30/2021

$
23.64

333,476

$
7,883,373

n/a

n/a

n/a

 4/7/2021

$
23.93

n/a

n/a

1,000,000

$
12.33

$
12,330,000

 4/12/2021

$
24.10

198,163

$
4,775,728

20,460,923

$
12.46

$
216,821,200

 5/5/21 (d)

$
24.21

2,972,750

$
71,970,278

722,267

$
11.96

$
8,611,040

 5/12/21 (d)

$
24.21

20,000

$
484,200

250,000

$
11.96

$
2,990,000

(a):
 The fair value of the underlying shares of common stock on each respective date represents the valuation on the
respective date, which is a linear interpolation between the Company’s valuation dates.

(b):
 Aggregate grant date fair value of RSUs is equal to the number of RSUs multiplied by the fair value of the
common stock on the grant date.

(c):
 Grant date fair value of options was determined using a Black-Scholes option pricing model, with the exception
of the CEO grant issued on April 12, 2021 for 19,740,923 and on May 5, 2021 for 47,267 shares, which were valued using a Monte Carlo Simulation Model.

(d):
 The fair value of the underlying shares of common stock on May 5, 2021 and May 12, 2021 equals the
estimated fair value determined as of the most recent valuation date of April 15, 2021. Consistent with the Company’s past practice, the Company will evaluate the need to perform a linear interpolation between the April 15, 2021
estimated fair value and the ultimate IPO price.

 General Commentary on Changes in the Estimated Fair Value of Common Stock

 The increase in the estimated per share fair value of the Company’s common stock from February 2021 to May 2021 is
attributable to additional weighting to the IPO scenario due to continued progression towards the IPO, stronger than expected results in the first quarter of 2021, and an increase in the weighted-average secondary sale prices observed.

•

 IPO Scenario – The Company increased the weighting on the IPO scenario in the PWERM in February to 70%,
compared to 65% in the prior Valuation Report, and then again to 75% in the April Valuation Report. The Company continued to take significant steps in the IPO process, including submission of the first registration statement draft on
February 16, 2021, responding to the Staff’s comments to the draft registration statement, submission of the second and third registration statement drafts on April 2, 2021 and April 30, 2021, respectively, and a public filing of
the Registration Statement on May 14, 2021.

•

 The results of the first quarter ended March 31, 2021 exceeded the Company’s plan. Actual net revenue
for the first quarter of 2021 exceeded the Company’s original plan by 15%.

 Securities and Exchange Commission

 May 21,
2021

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY MARQETA, INC.

•

 Secondary Sale Prices – in 2021, the Company observed an increase in the transaction prices of secondary
sales of common stock to new and existing stockholders of the Company. The weighted-average price of the secondary sales used in the estimation of the fair value of the Company’s common stock for the February 16, 2021, March 15, 2021
and April 15, 2021 valuation dates were $28.52, $31.92, and $32.66, respectively.

 Analysis of Differences Between
Share-Based Compensation Expense for 2021 Grants and Midpoint Price

 As noted above, the Preliminary Price Range is between $[****]4 to $[****]5 per share of common stock. The Preliminary Price Range was determined based, in part, on discussions among the management of the
Company, the Company’s Board of Directors, and the Lead Underwriters.

 The Company observes that for all grants after
February 11, 2021 through the date of this letter, the Company used an estimated fair value of the Company’s common stock that is [****]6 the Preliminary Price Range. Further, the
overwhelming majority of the grants after February 11, 2021 to the date of this letter, were valued using an estimated common share value that [****]7 the midpoint price.

Based on the above analysis, the Company respectfully submits to the Staff that the determination of the fair value of its common stock
described above was in accordance with ASC Topic 718 and consistent with the AICPA Practice Guide.

 *****

4
 [****]–Confidential Treatment Requested by Marqeta, Inc.

5
 [****]–Confidential Treatment Requested by Marqeta, Inc.

6
 [****]–Confidential Treatment Requested by Marqeta, Inc.

7
 [****]–Confidential Treatment Requested by Marqeta, Inc.

 Securities and Exchange Commission

 May 21,
2021

  Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY MARQETA, INC.

 If you require any additional information on the matters contained in this letter, or if we
can provide you with any other information that will facilitate your review, please advise us at your earliest convenience. You may reach me at (415) 733-6017 or mchang@goodwinlaw.com.

Sincerely,

Goodwin Procter LLP

 /s/ Mitzi Chang

Mitzi Chang

cc:
 Jason Gardner, Marqeta, Inc.

 Seth R. Weissman, Marqeta, Inc..

 Caine Moss, Goodwin Procter LLP

 Bradley C. Weber, Goodwin Procter LLP

United States securities and exchange commission logo
April 14, 2021
Jason Gardner
Chief Executive Officer
Marqeta, Inc.
180 Grand Avenue, 6th Floor
Oakland, CA 94612
Re:Marqeta, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001522540
Dear Mr. Gardner:
            We have reviewed your amended 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.  Our references to prior comments refer to comments in our March 15, 2021 letter.
Amendment No.1 to Draft Registration Statement on Form S-1
The Offering, page 12
1.On page 14 and elsewhere, you discuss outstanding warrants that will become exercisable
upon the attainment of certain milestones.  Please revise here or elsewhere to summarize
these milestones.
Components of Results of Operations, page 74
2.We note your response to prior comment 8.  We also note your disclosure on page 71, and
elsewhere, that the Card Networks establish and adjust the interchange fees.  Clarify
whether you have the right to pass through any increases in these fees to your customers
and how you took this into consideration in determining whether the amount you earn is a

 FirstName LastNameJason Gardner
 Comapany NameMarqeta, Inc.
 April 14, 2021 Page 2
 FirstName LastName
Jason Gardner
Marqeta, Inc.
April 14, 2021
Page 2
fixed fee per transaction or whether you bear the risk of a variable margin.
Consolidated Financial Statements
Note 11. Stock Incentive Plan, page F-29
3.We note your response to prior comment 26.  Once you have an estimated offering price
or range, please explain to us the reasons for any differences between the recent valuations
of your common stock leading up to the IPO and the estimated offering price.  This
information will help facilitate our review of your accounting for equity issuances,
including stock-based compensation.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitzi Chang, Esq.

United States securities and exchange commission logo
March 15, 2021
Jason Gardner
Chief Executive Officer
Marqeta, Inc.
180 Grand Avenue, 6th Floor
Oakland, CA 94612
Re:Marqeta, Inc.
Draft Registration Statement on Form S-1
Submitted February 16, 2021
CIK No. 0001522540
Dear Mr. Gardner:
            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.
DRS on Form S-1 submitted February 16, 2021
Prospectus Summary
Overview, page 1
1.You reference other businesses here and in a graphic on page 69, including DoorDash,
Instacart, Affirm, Uber, Expensify, J.P. Morgan and others.  Please revise to clarify
whether these businesses are your customers.  To the extent these businesses are your
customers, tell us the significance of these customers to the company and the criteria used
to select these customers for use in your prospectus.
2.Please disclose the dollar-based net retention rate for the year ended December 31, 2019.
Also, please disclose the change in net loss to provide balanced disclosure to the year-

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over-year growth discussion.
Emerging Growth Company, page 10
3.You disclose that you are an emerging growth company and describe certain exemptions
from various public reporting requirements that EGCs may utilize.  Please revise to clarify
which of these exemptions you will utilize.
Risk Factors
Our amended and restated bylaws will designate..., page 53
4.You disclose here that the U.S. District Court for the District of Delaware shall be the sole
and exclusive forum for resolving claims arising under the Securities Act and note
potential enforceability concerns with this provision.  Please revise to clarify that the
potential enforceability concerns arise from the fact that Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metric and Non-GAAP Financial Measures, page 72
5.We note on page 74, and elsewhere, when discussing your components of results of
operations, you disclose that increases in revenues and associated costs are a result of
changes in various transaction based metrics, such as transaction volume on your
platform, total transaction volume, gross transaction volume, customers' transaction
volume or card transaction value.  We also note your disclosure on page 6 that you have
"processed approximately 1.6 billion transactions on our Platform."  In order to provide
adequate context for an investor to understand the metrics presented, please revise to:

•define these terms and discuss how each are calculated (i.e., based on dollar value or
number of transactions);

•clarify how these metrics relate to each other; and

•ensure that your use of the metrics is consistently presented throughout the filing.

For further guidance refer to SEC Release No. 33-10751.
6.Besides Total Processing Volume, please describe for us the other metrics you use to
monitor and manage your platform business.  Furthermore, if other "transaction volume"
metrics are used by management to manage the business, and promote an understanding
of the company’s operating performance, they should be identified as key performance
indicators and discussed pursuant to Item 303(a) of Regulation S-K and Section III.B.1 of
SEC Release No. 33-8350.  Please tell us your consideration of disclosing metrics, or
other key performance indicators used.

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7.Please accompany your presentations of Adjusted EBITDA margin with an equally
prominent presentation of a comparable ratio calculated using GAAP amounts.  Refer to
Item 10(e)1(i)(A) of Regulation S-K and footnote 27 of non-GAAP adopting Release No.
33-8176.
Components of Results of Operations, page 74
8.In regard to your interchange fees, please disclose whether there have been changes in the
variables used to calculate the fee, either in the percentage used or fixed amount
applied.  Furthermore, please disclose and quantify the average interchange fee applied on
card transactions you process for your customers for the period(s) presented.
Results of Operations, page 76
9.Once comparative periods are presented, please revise to separately quantify each
significant factor contributing to the change for each of the line items discussed within the
results of operations section.  In regard to revenues, for example, please clarify the amount
of revenues generated from interchange fees versus processing and other fees
and identify the factors that drove growth in interchange fees and processing and other
fees and provide corresponding quantification of each factor or offset.  Refer to Item
303(a)(3)(iii) of Regulation S-K.
10.Furthermore, we note that you generate a substantial percentage of your revenues from
Square, Inc., and Instacart.  For each period presented, please disclose the number of
transactions processed and the average interchange fee applied for both Square Inc. and
Instacart, or any other significant customer.
11.In regard to your revenue share payments, please clarify and quantify the amount of
the revenue share that was netted against platform service revenues for the period(s)
presented.
12.In regard to Cost of Revenues, please identify, discuss and quantify costs related to card
networks, issuing banks, and card fulfillment.  For instance, when discussing card network
costs, please quantify any changes in the "specified percentages of the gross transaction
processing volume or in fixed amounts per transaction routed through the respective card
network."
Critical Accounting Policies and Estimates
Share-Based Compensation, page 86
13.We note you utilized the market and income approaches to arrive at fair value of your
common stock.  Please discuss how you weighted each approach used in your valuation
and what factors you considered in determining these weightings.  Please also include a
statement in your filing regarding your common stock valuation that clarifies that once the
company becomes public, these estimates will not be necessary since the fair value will be
the trading value.

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Business
Our Relationships with Issuing Banks and Card Networks, page 104
14.You disclose that one Issuing Bank, Sutton Bank, settled approximately 97% and 96% of
your total processing volume for the fiscal years ended December 31, 2019 and 2020,
respectively.  Please revise here or elsewhere to describe the material terms of your
material agreements with Sutton Bank.  Additionally, please file any material agreements
with Sutton Bank as exhibits.  See Item 601(b)(10)(ii)(B) of Regulation S-K.
15.You disclose that your business relies on your relationships with Card Networks, and note
that Card Networks include Visa, Mastercard and Discover Network.  Please revise here
or elsewhere to summarize the material terms of your material agreements with any Card
Network with whom you have a material relationship.
Our Customers, page 104
16.We note that Square and Instacart accounted for a significant percentage of your revenue
for the fiscal years ended December 31, 2019 and 2020.  We also note that you describe
some of the terms of your agreements with these customers in a risk factor on page 23.
Please summarize the material terms of your agreements with Square and Instacart.
17.We also note that your growth strategy calls for the onboarding of new customers.  In
order to provide context to this disclosure, please disclose your total number of customers
for each period provided in your financial statements.
Certain Relationships and Related Party Transactions, page 128
18.Please file the investor rights agreement as an exhibit.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-9
19.Please tell us your consideration of separately disclosing the total cumulative effect of the
adoption of ASC 606 on your retained earnings as of the initial date of adoption. Refer
to ASC 250-10-50-1.
20.Please disclose the general or standard term (i.e., contractual length) of your platform
services contracts and renewal terms.  Also, clarify the typical length of the contract with
card network processors and card-issuing financial institutions.
21.We note you have determined that your transaction-based revenue represents a single
performance obligation, which include a number of services you have identified in these
arrangements.  Accordingly, please provide us your analysis regarding how you
determined that all services in these arrangements should be combined.  Reference ASC
606-10-25-19 through 22.
22.Your disclosure indicates that the interchange fees collected are recognized as revenue on

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a gross basis as the company is the principal and primarily responsible for the delivery of
the services to customers.  Please describe the services provided by each party involved in
the payment processing transaction and tell us how you determined you control each
service before it is transferred to the customer.  Please also address your disclosure on
page 27 that you rely on third parties with whom you have contractual relationships that
you do not control.  Reference ASC 606-10-55-36 through 40.
23.We note that you generate revenue from revenue sharing arrangements in which you do
not receive a distinct good or service, but use to incentivize customers.  Please provide
more detailed disclosures of the terms of these arrangements, including the revenue
sharing rates and specified volume tiers for transaction volumes.
Note 9. Redeemable Convertible Preferred Stock, page F-24
24.Please disclose how you determined the initial carrying values of your Redeemable
Convertible Preferred Stock and explain the reasons why it is not probable that the
instruments will become redeemable, making subsequent adjustments to the amount
presented in temporary equity unnecessary.  See SAB Topic 3.C and paragraph 24 of ASC
480-10-S99-3A.
Note 11. Stock Incentive Plan, page F-27
25.We note that that the fair value of your common stock is a key input to the determination
of the fair value of your stock options.  Please disclose the fair value of your common
stock used in the determination of the fair value of your stock options for the period(s)
presented.
26.Please provide us with a breakdown of all stock-based compensation awards granted in
fiscal 2020, and through the date of your response, including the fair value of the
underlying stock used to value such awards.  To the extent there was any significant
fluctuations in the fair values, please describe for us the factors that contributed to such
fluctuations, including any intervening events within the company or changes in your
valuation assumptions or methodology.
Note 17. Subsequent Events, page F-35
27.We note certain economic interest holders acquired outstanding common stock from
current or former employees for a purchase price greater than the company’s estimated
fair value at the time of the transactions.  Please explain to us why the purchasers were
willing to pay a price in excess of fair value.  Tell us if the purchasers had reasonable
knowledge of the relevant facts concerning the company's operations and financial
condition.  Also, tell us why you do not consider the values established in these
transactions to be fair value.
28.Regarding your stock based compensation that is subject to both service and liquidity
vesting conditions, with a view towards footnote and MD&A disclosure please tell us if

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the vesting conditions will be met upon your IPO.  If so, disclose the amount of
compensation that will be recorded.
29.Disclose the fair value of the warrant issued to a customer to purchase up to 750,000
shares of the company’s common stock.
General
30.Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitzi Chang, Esq.