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
 Brian Armstrong
FirstName   LastNameBrian Armstrong
Coinbase Global,  Inc.
Comapany
April       NameCoinbase Global, Inc.
       17, 2024
April 217, 2024 Page 2
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FirstName LastName
         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
 Brian Armstrong
FirstName   LastNameBrian Armstrong
Coinbase Global,  Inc.
Comapany
April       NameCoinbase Global, Inc.
       17, 2024
April 317, 2024 Page 3
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FirstName LastName
         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
 Brian Armstrong
FirstName   LastNameBrian Armstrong
Coinbase Global,  Inc.
Comapany
April       NameCoinbase Global, Inc.
       17, 2024
April 417, 2024 Page 4
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         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,
 Brian Armstrong
FirstName   LastNameBrian Armstrong
Coinbase Global,  Inc.
Comapany
April       NameCoinbase Global, Inc.
       17, 2024
April 517, 2024 Page 5
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FirstName LastName
              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
 Brian Armstrong
FirstName   LastNameBrian Armstrong
Coinbase Global,  Inc.
Comapany
April       NameCoinbase Global, Inc.
       17, 2024
April 617, 2024 Page 6
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FirstName LastName
              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:
                o  Whether the length of the loans is for a defined period of
time or is open-ended.
                o  Whether the borrower can pre-pay the loan or you can call
the loan before
                   maturity.
                o  Whether the borrower has any restrictions on what they can
do with the crypto
                   asset lent.
                o  Whether the borrower is obligated to return the same type of
crypto asset as
                   lent.
                o  Whether there are any provisions where the borrower can
settle the loan in cash
                   or in a different crypto asset.
                o  Whether the borrower must pay the interest component in the
same crypto asset
                   as lent.
                o  Whether 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:
                o  Whether you derecognize the crypto asset lent.
                o  Whether you record a gain or loss upon issuance of the loan
when marking it to
                   fair value and, if so, where you classify that gain or loss.
                o  Why you record a derivative including whether the loan is a
derivative in its
                   entirety or if it contains an embedded derivative.
             Tell us how you account for collateral received on your crypto
asset loans receivable,
              including crypto held in a Coinbase omnibus wallet that can be
used for
 Brian Armstrong
FirstName   LastNameBrian Armstrong
Coinbase Global,  Inc.
Comapany
April       NameCoinbase Global, Inc.
       17, 2024
April 717, 2024 Page 7
Page
FirstName LastName
              collateral. Clarify when you record the collateral on your
balance sheet and explain
              whether your accounting for collateral differs from your
accounting for crypto asset
              borrowing transactions and explain why.
19.      Please address the following with respect to USDC loans:
             Please provide us with, and consider expanding your disclosure in
future filings to
             include, a detailed analysis explaining how you arrived at the
conclusion that loaned
             USDC should continue to be recognized on your balance sheet with
reference to
             relevant accounting literature.
             Please tell us, and consider expanding your disclosure in future
filings to include,
             your collateral policies with respect to loaned USDC. In your
response, tell us the
             amount of collateral pledged by borrowers with respect to USDC
loans, the form of
             that collateral (e.g., fiat currency or other crypto assets) and
whether the collateral
             meets the recognition criteria to be included in your consolidated
balance sheets.
20.      We note your disclosure on page 133 that loans receivable are
collateralized with crypto
         assets held by borrowers in their crypto asset wallets on your
platform. Please provide us
         the following:
             Tell us whether in all cases you request the additional collateral
from the borrower if
              the fair value of the collateral drops below the predefined
threshold. If not, please
              quantify how frequently you do not actually enforce your
contractual rights under
              your loan receivable agreements and clarify the factors that you
evaluate in deciding
              not to require the additional collateral to be posted.
             Given the nature of the collateral for these loans receivable,
tell us how you
              concluded that the collateral maintenance practical expedient in
ASC 326-20-35-6
              applied for these loan receivables.
             We note your disclosure on page 162 that you had $712.6 million
and $136 million of
              collateral assets pledged by borrowers as of December 31, 2023
and 2022
              respectively where the Company did not have a right to use the
collateral or the
              collateral did not meet the recognition criteria. Please explain
to us why the collateral
              did not meet the recognition criteria. Cite any relevant
accounting literature in your
              response. Additionally, in your response, please provide a
schedule detailing the
              amount of unrecognized collateral assets denominated in USDC,
fiat currency and
              crypto assets (including the type of crypto asset). Tell us what
consideration you
              have given to including this information in your filing.
21.      We note your disclosure on page 139 that crypto asset borrowings are
accounted for as
         hybrid instruments, with a liability host contract that contains an
embedded derivative.
         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 borrowing
transactions. In addition to the
             terms disclosed in the second paragraph on page 137, tell us the
following:
               o  Whether you can pre-pay the loan or the lender can call the
loan before
                  maturity.
 Brian Armstrong
FirstName   LastNameBrian Armstrong
Coinbase Global,  Inc.
Comapany
April       NameCoinbase Global, Inc.
       17, 2024
April 817, 2024 Page 8
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FirstName LastName




                 o If you have any restrictions on your use of the
cryptocurrency borrowed.
                 o If there are any provisions that allow you to settle the
loan in cash or in a
                   different cryptocurrency. If so, tell us those provisions.
                Tell us how you account for your crypto asset borrowings. In
your response, explain
              how you identify an embedded derivative. Cite any relevant
accounting literature in
              your response.
                Tell us how you account for collateral posted on your crypto
asset borrowings. In
              your response:
                o  Clarify when you derecognize the collateral posted from your
balance sheet.
                o  Explain whether your accounting for collateral differs from
your accounting for
                   crypto asset lending transactions and, if so, explain why.

Note 9. Goodwill, Intangible Assets, Net, and Crypto Assets Held, page 157

22.      We note your response to prior comments 7, 8, 23 and 37. Please
address the following
         with respect to your staking activities:
             It appears from your disclosure on page 9 that approximately $16.8
billion of
             customer assets held by you have been staked through your platform
(approximately
             $9.4 billion and $7.4 billion staked for individual and
institutional customers
             respectively). Please provide us a schedule detailing the amount
of assets staked for
             each of the seven staking assets supported by your platform.
Please provide this
             information disaggregated by type of customer (i.e. individual or
institutional).
             Please provide us with the following information related to your
blockchain rewards
             for each period presented in your financial statements. To the
extent you are able,
             please provide the information in the form of a schedule that
reconciles to the total
             blockchain rewards recognized for each period:
               o  Tell 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.
               o  Tell us the amount of blockchain rewards revenue recognized
by type of staking
                  asset supported by your platform.
             Please provide us with a detailed description of how your
arrangements with
             individual and institutional customers are structured including a
discussion of how
             you determine the portion of the blockchain rewards that will be
retained by the
             company versus remitted to the customer.
             It appears from your disclosure in footnote 10 to your financial
statements for the
             year ended December 31, 2023, that of the $16.8 billion of
customer assets staked
             through your platform at December 31, 2023, approximately $10
billion was
 Brian Armstrong
Coinbase Global, Inc.
April 17, 2024
Page 9
              Ethereum. Please confirm that our understanding is correct and
address the following
              (note we may have similar comments related to other staking
assets after reviewing
              your response):
                o  Provide us with a detailed description of the staking
process. Your response
                   should include a discussion of your role in the staking
process and how and
                   when rewards are transferred to you.
                o  Provide us with a step-by-step analysis of how you applied
the guidance in ASC
                   Topic 606 with respect to your revenue recognition policy.
                o  Tell us how you determined revenue related to assets staked
by customers
                   through your platform should be recognized on a gross basis.
In your response,
                   clarify whether revenue related to assets staked through
third party nodes is also
                   recognized on a gross basis.
                o  Tell us whether there are any restrictions on the
availability of staked assets
                   either placed on you and your customers by the blockchain
network or placed
                   on your customers by you. Tell us how any restrictions
impacted your
                   conclusions as to whether staked assets should be recognized
on your balance
                   sheet.

Note 14. Indebtedness, page 162

23.    We note your response to prior comment 35. Please enhance your
disclosures in future
       filings to state, if true, that:
           The capped calls mirror the conversion option embedded in the
convertible
            notes, effectively "hedging" the economic effect of the embedded
conversion option.
           You paid a fixed sum of cash upon execution of the privately
negotiated capped call
            agreements, in exchange for the right to receive either a
predetermined amount of
            cash or stock.
           Upon expiration of each agreement, if the closing market price of
your common stock
            is above the initial cap price of approximately $478 per share of
Class A common
            stock, you will have our initial investment returned with a premium
in either cash or
            shares (at your election).
           If the closing market price of your common stock is at or below the
initial strike price
            of $370.45 per share of Class A common stock, you will receive the
number of shares
FirstName LastNameBrian        Armstrong
            specified in the agreements.
Comapany    NameCoinbase
           Please                Global,
                    also disclose       Inc. filings any early termination or
settlement provisions.
                                    in future
            Refer
April 17, 2024     to ASC
                Page   9 815-40-50.
FirstName LastName
 Brian Armstrong
FirstName  LastNameBrian Armstrong
Coinbase Global, Inc.
Comapany
April      NameCoinbase Global, Inc.
      17, 2024
April 10
Page  17, 2024 Page 10
FirstName LastName
Exhibits

24.      We note your response to prior comment 1 and reissue. Please provide
us with your
         analysis of the Circle Agreement under Item 601(b)(10)(i) and (ii) of
Regulation S-K. In
         particular, please provide us your analysis of whether the agreement
is material to the
         company within the meaning of Item 601(b)(10)(i) of Regulation S-K. In
this regard, we
         note in the six months ended June 30, 2023, you derived 23.7% of your
total revenue from
         the Circle Agreement. In addition, to the extent you believe the
agreement is a contract
         that ordinarily accompanies the kind of business conducted by the
company within the
         meaning of Item 601(b)(10)(ii) of Regulation S-K, please explain your
basis for that
         conclusion. In this regard, we note 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. Please also provide an updated discussion
of why you believe
         the business is not substantially dependent on the agreement.

       Please contact Michelle Miller at 202-551-3368 or Bonnie Baynes at
202-551-4924 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
cc:      Michael Brown