SecProbe.io

September 11, 2025
Bruce M. Rodgers
Chief Executive Officer
LM Funding America, Inc.
1200 West Platt Street, Suite 100
Tampa, FL 33606
Re:LM Funding America, Inc.
Registration Statement on Form S-3
Filed August 27, 2025
File No. 333-289887
Dear Bruce M. Rodgers:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Given the size and nature of the resale offering relative to the outstanding shares of
common stock held by non-affiliates, it appears that this transaction may be an
indirect primary offering by or on behalf of the company. Please provide us with your
legal analysis as to why the transaction covered by the registration statement should
be regarded as a secondary offering that is eligible to be made on a delayed or
continuous basis under Rule 415(a)(1)(i) of the Securities Act. For guidance, please
refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure
Interpretations.

September 11, 2025
Page 2
Prospectus Summary
Our Business, page 3
2.We note that you have a cryptocurrency treasury strategy focused on Bitcoin. Please
expand your disclosure to describe your plan of operations for the next twelve months
by describing the source of capital for your acquisition of Bitcoin, including when you
intend to purchase Bitcoin with the proceeds from the PIPE Offering and the
securities purchase agreement.
3.Please expand to disclose the policies and procedures you have in place or intend to
adopt that govern when you exchange cash, or other assets, for Bitcoin and when you
monetize your Bitcoin. Additionally, disclose whether you have policies or will
establish policies governing the percentage of your treasury holdings that will be
Bitcoin, the percentage of your treasury that is currently invested in Bitcoin, and
whether you intend to acquire other crypto assets. Please disclose whether you intend
to hedge your Bitcoin exposure, and, if so, please describe your hedging strategy.
4.Please revise to identify the custodian of your custodially-held assets. Additionally,
describe the material terms of your custodial services agreement, including the term,
termination provisions, whether your assets are held in segregated accounts, the
identity of entities that have access to the Bitcoin, whether any entity is responsible
for verifying the existence of the Bitcoin, and the insurance coverage of your Bitcoin
holdings. Additionally, disclose where your third-party custodian is chartered and how
it is regulated. Further, please file your custodial services agreement as an exhibit to
your registration statement or tell us why you are not required to do so.
5.Please revise to include a materially complete description of Bitcoin and the Bitcoin
blockchain, including, for example, a description of the lifecycle of Bitcoin, the use
case of Bitcoin, including its purpose, use and/or functions, the market cap of Bitcoin,
the circulating supply of Bitcoin, the maximum supply of Bitcoin, the average trading
volume of Bitcoin, the launch date of Bitcoin and the Bitcoin blockchain, and the
governance of the Bitcoin blockchain.
Risk Factors
Risks Related to our Cryptocurrency Treasury Strategy, page 4
6.Please revise your risk factor disclosure to address the following:
•Describe factors potentially impacting the price of Bitcoin such as competition
from other crypto assets and trends in the level of adoption of Bitcoin relative to
other crypto assets.
•Provide quantitative information that demonstrates the volatility of Bitcoin.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 11, 2025
Page 3
            Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Curt Creely