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

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,
 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

7.    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
 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:
           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.
           o Provide 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:
             o Explain various staking options provided to the consumer to
stake the
                specific asset (ETH and ATOM).
             o Explain how the company handles the staked asset once the
consumer
                decides to engage in staking.
             o Explain 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).
             o Explain how/why staking rewards are transferred by the protocol
to the
                company.
             o Explain 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.
17.    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
 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, following the adoption of ASU 2023-08, the crypto assets
you hold are
       measured at fair value with gains and losses recognized through net
income. However,
       the adjustment for Gain on crypto assets held for investment, net
(post-adoption of
       ASU 2023-08) has the effect of reversing your adoption of the new
standard for your
       crypto assets held for investment. Please tell us why you believe this
adjustment is
       appropriate and how you considered question 100.04 of the Compliance and
       Disclosure Interpretations for Non-GAAP Financial Measures.
19.    You state that you adjust for Other (income) expense, net in total in
your
       reconciliation of Adjusted EBITDA because the entire line item
represents non-
       operating activity. Please revise to present and quantify each non-GAAP
adjustment
       included within this line item separately in the reconciliation or in a
detailed footnote
       to the reconciliation. In addition, explain how you determined that each
of the
       components of Other (income) expense, net do not relate to your
operations. For
       example, it appears that Strategic investment losses, net relates to
your operations,
       revenue generating activities, and business strategy as you state in
your Form 10-K for
       the year ended December 31, 2022 that you have actively pursued
strategic
       investments in products, technologies, and companies that will
strengthen and expand
       your business and provide access to new customers and markets. With your
response,
       please also address Gains on crypto asset loan receivables and Gains on
other
       financial instruments, net.
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 80

20.    We note your response to prior comment 5. In your response, you indicate
that you no
       longer intend to include the disclosure that    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    in your Item 1
disclosure.
       However, we note that substantially similar disclosure was included in
the risk factor
       on page 80 of your Form 10-Q filed August 1, 2024. Please confirm that
in future
       filings you will revise your risk factor disclosure consistent with your
proposed
       revised Item 1 disclosure. We also note the statement that "whether any
given crypto
       asset, product or service would be ultimately deemed to be a security is
uncertain and
       difficult to predict notwithstanding the conclusions of the SEC or any
conclusions we
       may draw based on our risk-based assessment." In future filings please
revise to
       clarify, if accurate, that you are referring to being deemed a security
by a federal
       court.
The theft, loss, or destruction of private keys required to access an crypto
assets, page 87

21.    We note your response to prior comment 6 and the risk factor "The theft,
loss, or
       destruction of private keys required to access any crypto assets held in
custody for our
       own account or for our customers may be irreversible" on page 87 of your
Form 10-Q
 October 18, 2024
Page 8

       filed August 1, 2024. We note your disclosure in that risk factor that
"the level of
       insurance maintained by us may not be available or sufficient to protect
us or our
       customers from all possible losses or sources of losses." Please revise
this risk factor
       in future filings to describe your limited coverage in greater detail,
providing your
       shareholders a better understanding of how the total value of insurance
coverage that
       would compensate you in the event of theft or other loss of funds
compares to the total
       value of crypto assets in your possession and control. Additionally,
tell us in your next
       response whether you may be liable for the full amount of losses
suffered, which
       could be greater than all of your remaining assets, and if such is the
case, please
       disclose that fact in future filings.
Other Risks Related to Our Business and Financial Position
Because our long-term success depends, page 91

22.    We note your response to prior comment 7 and reissue in part. In your
next response
       letter please describe for us in greater detail the current
functionality of the NFT
       marketplace.
       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