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CORRESP
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CORRESP

 LM Funding America, Inc.

1200 Platt Street, Suite 1000

Tampa, Florida 33606

 September 18,
2025

 VIA EDGAR

 Division of Corporation
Finance

 Office of Crypto Assets

 U.S. Securities and
Exchange Commission

 Washington, D.C. 20549

 Attention: David
Gessert and Sandra Hunter Berkheimer

Re:
 LM Funding America, Inc.

Registration Statement on Form S-3 Filed August 27, 2025

File No. 333-289887

Dear Mr. Gessert and Ms. Hunter Berkheimer:

On behalf of LM Funding America, Inc. (the “Company”), we hereby transmit the Company’s response to the
comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 11, 2025, regarding the Company’s Registration
Statement on Form S-3 filed August 27, 2025 with the Commission (the “Registration Statement”). The Company is concurrently filing Amendment No. 1 to the Registration
Statement on the date hereof, which include changes to reflect responses to the Staff’s comments and other updates. For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the comment with
the Company’s response. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement and page references in the responses refer to Amendment No. 1.

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.

 The Company respectfully submits that the offering contemplated in the Registration
Statement is not an indirect primary offering but is a valid secondary offering by or on behalf of the selling stockholders that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of Regulation C of the Securities Act
of 1933, as amended (the “Securities Act”).

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 Rule 415(a)(1)(i) provides that securities may be registered for an offering to be made on a
continuous or delayed basis in the future, provided that the registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the
registrant or a person of which the registrant is a subsidiary.” Thus, Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the selling stockholders in a secondary offering.

In Question 612.09 of the Staff’s Securities Act Rules Compliance and Disclosure Interpretations (“C&DI”),
the Staff sets forth a detailed analysis of the relevant factors that should be examined when determining whether the offering is by or on behalf of a person other than the registrant. Interpretation 612.09 provides that:

“It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are
actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float”
test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled as a secondary
one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they
received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit
for the issuer.”

 Each of the relevant factors listed in Interpretation 612.09 is discussed below. Based on an analysis of the
specific factors listed in Interpretation 612.09 and all the circumstances for the Company, the Company respectfully submits that the transaction described herein is appropriately characterized as a transaction that is eligible to be made under Rule
415(a)(1)(i).

(A)
 How long the selling stockholders have held the shares

On August 18, 2025, the Company and institutional investors (the “Investors”) entered into a securities purchase
agreement pursuant to which the Company issued to the Investors, in a private placement (the “PIPE Offering”), (i) 4,322,265 shares (the “PIPE Shares”) of the Company’s common stock and
(ii) 4,322,265 warrants to purchase shares of common stock at an exercise price of $2.41 per share (the “PIPE Warrants”).

On August 18, 2025, following the closing of the PIPE Offering, the Company and the Investors entered into a securities purchase agreement
pursuant to which the Company issued (i) in a registered direct offering, 5,231,681 shares (the “RD Shares”) of the Company’s common stock and, (ii) in a concurrent private placement, 5,231,681 warrants to
purchase shares of common stock at an exercise price of $2.41 per share (the “PIPE Common Warrants” and, collectively with the PIPE Warrants, the “Warrants”). The term
“Private Placement” used herein refers to the offer and sale of the PIPE Shares, PIPE Warrants and PIPE Common Warrants. The RD Shares were issued in a registered transaction and are not being registered for resale in the
Registration Statement, and, accordingly, for purposes hereof, the term “Private Placement” does not include the Company’s offer and sale of the RD Shares. The shares of common stock issuable upon exercise of the
Warrants are herein referred to as “Warrant Shares”.

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 The Private Placement was exempt from the registration requirements of the Securities Act
pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable
state laws. The Investors represented to the Company that they were accredited investors within the meaning of Rule 501(a) of Regulation D and that it was acquiring the securities for investment only and not with a view towards, or for resale in
connection with, the public sale or distribution thereof. The PIPE Shares and Warrants were offered without any general solicitation by the Company or its representatives.

Generally, the longer shares are held, the less likely it is that the selling stockholders are acting as a mere conduit for the Company. However, the Company
notes that there is no mandatory holding period for a private investment in public equities (“PIPE”) transaction, such as the Private Placement, to be characterized as a private placement. As noted by the Staff in
Securities Act C&DI Question 139.11, a valid secondary offering could in theory occur immediately following the closing of a private placement. C&DI Question 139.11 provides as follows:

“In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has
completed a Section 4(2)-exempt sale of the securities […] to the investor, and the investor is at market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of
securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. […] There can be no conditions to closing that are
within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s
satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration
statement.”

 As the interpretation states, a company may even register a secondary offering before shares are issued in a PIPE transaction. The
Company is not aware of any Staff guidance on Rule 415 addressing the appropriate length of time shares must be held in order to determine whether a purported secondary offering is really a primary offering. In addition, the Company is not aware
that the Staff has taken the position that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering, and the Company believes such a
position would be inconsistent with C&DI Question 139.11 mentioned above, which allows inclusion of the securities sold after a registration statement is filed if the registration statement is not yet effective.

Furthermore, because the consideration for the PIPE Shares and the Warrants has already been provided and the PIPE Shares and the Warrants
have already been delivered to the Investor, the Investors bear the investment risk of holding all of these securities issued. The Investors participated in the Private Placement with the knowledge that it might not be able to exit its position at a
profit, and it provided evidence that it acquired the PIPE Shares and the Warrants with the intent to invest, rather than to effect a distribution, as an underwriter would have.

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 Each Investor has already been subject to the full investment risk associated with ownership
of the Company’s equity securities for a period of over one month, and the Company believes this timing conforms to the custom and practices in many PIPE transactions. In many PIPE transactions, a registration statement is required to be filed
shortly post-closing and declared effective shortly after filing. The Company is not aware that the Staff has taken a position that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about
whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent with Interpretation 139.11 set forth above, which allows inclusion of the securities sold after a registration statement is filed if
the registration statement is not yet effective. If inclusion for resale of the securities sold after a registration statement is filed if the registration statement is not yet effective is allowed in a secondary offering, then, a fortiori,
inclusion of the securities sold before a registration statement is filed, regardless of the holding period, may be allowed.

 Furthermore,
the Warrants include a beneficial ownership limitation which prevents the Investor from exercising the Warrants in the event its beneficial ownership of shares of common stock of the Company would exceed 4.99% (or, upon adjustment by the Investor,
9.99%). In view of the foregoing limitations, even if the Registration Statement were immediately declared effective, an Investor would likely be unable to resell right away all of the shares issued upon exercise of Warrants that the Company is
seeking to register. Accordingly, the Investors cannot be compared to underwriters, as underwriters (by definition) do not take long-term risk on an issuer’s equity securities and are generally not subject to the ownership limitations placed
on the Investors.

 (B) The circumstances under which the selling stockholders received their shares

The PIPE Shares and Warrant Shares being registered for resale were or will be issued to the Investors upon the exercise of the Warrants, which
were issued to the Investor in an arm’s-length private placement transaction for substantial consideration pursuant to the purchase agreements that was vigorously negotiated, including between legal
counsels for the Company and the Investor, and which complied in all respects with Section 4(a)(2) of the Securities Act. As set forth in the Registration Statement, other than receipt of the exercise price of the Warrants, the Company will not
receive any proceeds from the resale of the PIPE Shares or Warrant Shares by the Investor. Although the question of who receives proceeds is not the only factor on which the analysis of the character of an offering should be based, the fact that the
Company will not receive any financial benefits from the sales of the securities being registered further supports the conclusion that the proposed offering is not a primary offering on behalf of the Company.

Furthermore, each Investor specifically represented to the Company, as set forth in the purchase agreements, that it was acquiring the
securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act.

In addition, as far as the Company is aware, none of the Investors have engaged, or will engage, in any directed selling efforts, marketing or
other solicitation of purchasers or otherwise pre-arrange for the sale of the share of common stock being registered. The Investors are expected to sell the shares of common stock in ordinary trading in public
markets and, accordingly, are subject to general risks of trading securities in public markets, including the risk that an Investor sells shares below its cost basis.

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 (C) Selling stockholders’ relationship with the Company

The selling stockholders have not had any relationship with the Company other than as a potential passive investor in the Company. Neither the
Investors nor their respective affiliates have held any position or office or has had any material relationship with the Company within the past three years. Moreover, the Staff has previously noted in the C&DI Question 212.15 that
“affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances, affiliates may make offerings that are deemed to be genuine secondaries.” As a result, the selling
stockholders’ status as a non-affiliate of the Company is a factor that weighs favorably in the Company’s determination that the offering for resale of the PIPE Shares and Warrant Shares by the
Investors under the Registration Statement is a secondary offering and not a primary offering.

 (D) The amount of shares being registered

 Although a relatively large amount of PIPE Shares and Warrant Shares are being registered relative to the Company’s number
of outstanding shares of common stock, the Company does not believe that the amount of PIPE Shares and Warrant Shares being registered alone warrants re-characterizing a valid secondary offering as a primary
offering. Pursuant to Interpretation 612.09, the amount of shares being offered is only one of several factors to be considered in evaluating whether, under all the circumstances, a purported secondary offering is instead an indirect primary
offering. Furthermore, the Staff’s own interpretations support the Company’s position. For example, C&DI Interpretation 612.12 describes a scenario in which a holder of more than 70% of the outstanding stock is able to effect a valid
secondary offering. The interp