SecProbe.io

August 10, 2018
Kathleen Layton
Assistant General Counsel
Oportun Financial Corp
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corp
Draft Registration Statement on Form S-1
Submitted July 18, 2018
CIK No. 0001538716
Dear Ms. Layton:
            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 Filed July 18, 2018
Prospectus Summary
Company Overview, page 1
1.Please provide substantiation, here and elsewhere in the prospectus, for the statement that
your products have translated into an average savings of approximately $1,100 per
customer on their first loan with you.  Please use specific examples.
2.We note your disclosure that you have saved customers more than $1.2 billion in interest
and fees compared to alternative products available to them.  This information appears to
have been taken from the study that you commissioned from CFSI.  Please revise to state

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that this information is an estimate based on that study.
Our Market Opportunity, page 3
3.Please provide support for your statement that lenders that do not rely on a credit bureau
or a credit score to underwrite loans typically charge much more for their products than
you do for your products.  Please review your prospectus for any similar statements of
comparison where you have not provided support and revise to substantiate such
statements.
Our Solution, page 4
4.Revise the first paragraph to briefly describe what other items are considered in the credit
evaluation besides income verification.
Risk Factors
If the information and documents provided by customers..., page 26
5.Revise to briefly discuss if and how identity, income, employment and other debt
obligations are verified by your credit analysis.
Market, Industry and Other Data, page 61
6.We note that you rely on information gathered by the study you commissioned from the
Center for Financial Services Innovation in January of 2017, and that the two other studies
you are using are dated December 2016. Given the age of these studies, please explain
how you determined that the information is still accurate.
Use of Proceeds, page 62
7.We note your disclosure in the second paragraph of this section that you may increase or
decrease the number of shares that you are offering.  Based on the description of your
underwriting arrangements on page 160, it appears that the decision to increase or
decrease the number of shares in this firm commitment offering will rest with the
underwriters.  Please revise so that your descriptions of your underwriting arrangements
are consistent.
Dilution, page 66
8.Revise to add a footnote to the Table on page 66 to disclose the dilution to new investors
assuming all the derivative securities listed in the first four bullets on page 67 are issued.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
73
9.Please revise to include a more fulsome overview of the characteristics of your loans. For
example, we note that you provide ranges for the size and terms of the loans, but not for

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the interest rates.  In addition, please present this information for loans issued as part of
your Whole Loan and Starter Loan programs.
Understanding an Oportun Loan, page 75
10.We note your disclosures on page 75 related to the “Good Customer Program.”  Please
disclose in your next amendment the following concerning loans in the Good Customer
Program:

•If borrowers are allowed to have more than one loan outstanding at the same time;
•If there is a maximum cumulative loan amount any one borrower can have;
•Define “substantial progress in repaying their current loan”;
•If any loans are considered TDRs in the periods presented; and
•Credit metrics surrounding loans in the periods presented (net charge-off rate, past due
loan receivables delinquency status, ALLL, etc.).
11.We note your disclosures on pages 75-76 that you typically grant returning customers a
lower rate and larger principal balance on subsequent loans.  Please disclose in your next
amendment, credit metrics (total loans, net charge-off rate, past due loan receivables
delinquency status, ALLL, etc.), for returning customers compared to new customers.
Historical Credit Performance, page 79
12.You disclose in your critical accounting policies that you believe the number of months
subsequent to loan origination (number of months on book) is a key factor to separate
non-delinquent accounts to measure the likelihood of a credit loss.  Please disclose in your
next amendment the number of months subsequent to loan origination for your
outstanding loans and how you evaluate this factor.
13.You disclose in your critical accounting policies that geographic region is a credit quality
indicator.  You disclose on page F-21 that you have two geographic regions.  Northern
and Central California are considered as one region and Southern California, Texas and all
other states are considered as another region, and have higher estimated loss rates
compared to the Northern and Central California region.  Please disclose in your next
amendment the estimated loss rates in the Northern and Central California region and the
Southern California, Texas and all other states region.
14.You disclose that you have seen increases in cumulative net lifetime loan losses for 2015
and 2016 vintages due to loan stacking, whereby some customers with credit scores take
out multiple loans from other lenders that utilize soft credit pulls in their approval process
and due to other factors.  Please disclose the amount of loan losses due to loan stacking
and why you apparently have not seen increases in net lifetime loan losses due to loan
stacking for more recent vintages.

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Kathleen Layton
Oportun Financial Corp
August 10, 2018
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Business
Our Competition, page 115
15.Your disclosure in this section appears to distance your products from pawn shops and
payday lenders.  However, your disclosure on page 23 in Risk Factors, indicates that you
view pawn shops and payday lenders as being among your primary competitors.  Please
revise your disclosure to be consistent among the two sections.
Facilities, page 120
16.You state on page 36 of Risk Factors that you have operational activities in Mexico and
Colombia.  Please revise this section to include your facilities in those countries.  Please
also explain why you do not discuss your foreign operations in the Summary or your
Business overview.
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
Allowance for Loan Losses, page F-11
17.Please disclose in your next amendment how you consider all historical loss experience
when collectively evaluating loans for impairment and discuss the historical periods
specifically considered in your analysis. In your disclosure, include additional granularity
regarding any adjustments made to historical losses and, if applicable, discuss the specific
facts and circumstances that is the basis for such adjustments.
General
18.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact David Irving, Staff Accountant, at 202-551-3321 or Gus Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters.  Please contact Erin Purnell, Staff Attorney, at 202-551-
3454 or Michael Clampitt, Senior Staff Attorney, at 202-551-3434 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services