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 May 30, 2025

Karen Hartje
Chief Financial Officer
Sezzle Inc.
700 Nicollet Mall
Suite 640
Minneapolis, MN 55402

 Re: Sezzle Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41781
Dear Karen Hartje:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Seasonality, page 52

1. Please clarify whether the increased charge-offs that accompany higher
seasonal
 volumes refers to higher rates or absolute amounts (i.e., proportional)
of charge-offs.
Results of Operations
Total Revenues, page 56

2. Please quantify the extent to which changes in revenue are attributable
to changes in
 price, volume, or the introduction of new products or services.
Provision for Credit Losses, page 58

3. You disclose the provision for credit losses increased due to higher GMV
compared to
 the prior year and changes to consumer underwriting. To the extent
possible, please
 May 30, 2025
Page 2

 revise to quantify the impacts of each factor on results. You state the
provision was
 20.3% and 14.6% of total revenue in 2024 and 2023, respectively. Tell us
why you
 believe it is meaningful to compare the provision to total revenue
rather to revenues
 derived from extending credit to consumers to which the provision
pertains. Finally,
 tell us your consideration of whether these changes represent known
trends or
 uncertainties that may unfavorably impact you results of operations,
profitability, cash
 flows, and financial condition, or are reasonably likely to cause a
material change in
 the relationship between costs and revenues. Refer to Item 303(b)(2)(ii)
of Regulation
 S-K.
Report of Independent Registered Public Accounting Firm, page 65

4. After consulting with your auditors, please tell us your understanding
of why they did
 not disclose a critical audit matter in their auditors' report for the
consolidated
 financial statements for the year ended December 31, 2024, and ask them
to modify
 their auditors' report to state there were no critical audit matters
accordingly. Refer to
 paragraphs 11 through 17 of PCAOB Auditing Standard 3101.
Consolidated Statements of Operations and Comprehensive Income, page 67

5. Please tell us your basis for classifying interest expense as other
income (expense)
 rather than an operating expense within operating income. In this
regard, we note
 your disclosure on page 24 that you rely on credit from your lenders to
support your
 business model (i.e., origination of consumer loans) and it appears that
merchant fees
 are in effect an implied interest discount on loans (i.e., interest
income).
Notes to the Consolidated Financial Statements
Note 1. Segments, page 75

6. Your accounting policy states significant expenses "reviewed" by the
CODM
 "include" those that are presented in the consolidated statements of
operations. The
 significant expense principal is based on expense information regularly
provided to
 (or easily computed by) the CODM, whether the CODM reviews that
information of
 not. Please tell us whether segment expense information regularly
"provided" to the
 CODM consists only of the expense line items included on the statement
of
 operations. If so, please revise your policy to state significant
 segment expenses provided to CODM "are" those presented on the statement
of
 operations. If not, tell us your consideration of the requirements of
ASC 280-10-50-
 26A and 55-15A.
Note 2. Total Revenues, page 77

7. Please describe for us the entities you refer to as partners and
affiliates and from
 whom you earn interchange fees, promotional incentives, gateway fees,
and marketing
 revenue. Please also revise to clarify the term "as they are earned" in
reference to
 your recognition of interchange fees for loans purchased and promotional
 incentives. Please clarify for us the components of revenue that fall
under the Scope
 of ASC 310.
 May 30, 2025
Page 3
Disaggregation of Total Revenue, page 78

8. We note you quantify the following revenue amounts:

 In tabular form: transaction income, subscription revenue, and
income from other
 services, delineated between amounts recognized under Topics 310 and
606; and
 In non-tabular form: the sum of merchant processing, interchange
fees, and
 promotional incentives; the sum of consumer fees and On-Demand
revenue; and
 late payment fees.

 Please consider enhancing your tabular disclosure to include these and
other material
 sub-components of your three main categories for ease of reference for
readers. Please
 also consider similar disclosure in MD&A.

 We note you earn revenue from merchants, partners, and consumers. Please
tell us
 what consideration you have given to providing further disaggregation by
type of
 customer. Refer to ASC 606-10-55-91.

 In closing, 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.

 Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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