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
 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,
FirstName LastNameJason Gardner
                                                            Division of
Corporation Finance
Comapany NameMarqeta, Inc.
                                                            Office of
Technology
April 14, 2021 Page 2
cc:       Mitzi Chang, Esq.
FirstName LastName