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April 18, 2023
Charles Youakim
Chief Executive Officer
Sezzle Inc.
251 N 1st Ave., Suite 200
Minneapolis, MN 55401
Re:Sezzle Inc.
Registration Statement on Form S-1
Filed March 22, 2023
File No. 333-270755
Dear Charles Youakim:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 22, 2023
Cover Page
1.Your registration statement appears to reflect your intent to conduct a direct listing of your
common stock on Nasdaq. Please revise the cover page of your prospectus to disclose and
clearly explain how the offering price of your common stock will be determined in
accordance with Item 501(b)(3) of Regulation S-K. Additionally, please revise other
sections of the prospectus, such as Risk Factors and Plan of Distribution, to include this
disclosure. Last, please clearly state that the sales price in recent private transactions may
have little or no relation to the public offering price of your shares.

 FirstName LastNameCharles Youakim
 Comapany NameSezzle Inc.
 April 18, 2023 Page 2
 FirstName LastName
Charles Youakim
Sezzle Inc.
April 18, 2023
Page 2
2.We note your statement that "[t]here can be no guarantee that we will successfully list our
common stock on the Nasdaq Global Market."  Please include disclosure as to
whether this offering is conditioned upon the listing of your common stock on the Nasdaq
Global Market.
Risk Factors, page 17
3.Please include additional risk factor disclosure discussing how your direct listing differs
from a traditional underwritten initial public offering, including the kinds of safeguards
associated with a firm commitment underwritten offering that will not be present in
connection with your direct listing, possibly resulting in trading price and volume
uncertainty. Also discuss the applicable Nasdaq rules regarding listing requirements and
ongoing compliance.
Principal and Registered Stockholders, page 85
4.We note your statement in the third paragraph of this section beginning with "Because the
Registered Stockholders may sell all, some, or none of the shares of our common stock
covered by this prospectus..." Please revise your disclosure to clearly state that Registered
Stockholders may elect to sell their shares in connection with the direct listing and in
market transactions following the direct listing. Additionally, please revise your disclosure
to identify the number of shares that may be freely sold by the Registered Stockholders in
reliance on an exemption from registration such as Rule 144.
Plan of Distribution, page 154
5.We note that you intend to list your common stock on the Nasdaq. Please revise your
disclosure in your Plan of Distribution section to discuss, as applicable, the role of the
Nasdaq as the exchange in the offering (e.g., its consultations with any financial advisors
in accordance with Nasdaq's listing rules, as well as the lack of involvement of the
company).
            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.

 FirstName LastNameCharles Youakim
 Comapany NameSezzle Inc.
 April 18, 2023 Page 3
 FirstName LastName
Charles Youakim
Sezzle Inc.
April 18, 2023
Page 3
            Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brad Pedersen