SecProbe.io

CORRESP
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  2200 IDS Center, 80 South 8th Street

Minneapolis, MN 55402-2210

Tel: 612.977.8400 | Fax: 612.977.8650

taftlaw.com

  Bradley A. Pederson

      612.977.8538

bpederson@taftlaw.com

  Affirmative Action, Equal Opportunity Employer

July 28, 2023

submitted via edgar

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Kate Beukenkamp

Lilyanna Peyser

 Re: Sezzle Inc.

Registration Statement on Form S-1 (File No. 333-270755)

Ladies and Gentlemen:

This letter will respond on behalf of Sezzle Inc.
(the “Company” or “Sezzle”) to the comment letter dated July 16, 2023 (the “Comment Letter”)
with respect to the above referenced Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission
(the “Commission”) on March 22, 2023, as amended by Amendment No. 1 filed by the Company on June 16, 2023 (collectively,
the “Registration Statement”). To facilitate your review, we have included in this letter your original comments (in
bold) in the Comment Letter followed by the Company’s responses, which have been numbered to correspond to the Comment Letter.

In conjunction with this response letter, and
pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules
and regulations promulgated thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 2 (the
“Amendment”) to the Registration Statement reflecting the revisions described in this letter as well as certain other
updated information.

Taft Stettinius & Hollister LLP / Taftlaw.com / The
Modern Law Firm

U.S. Securities and Exchange Commission

July 28, 2023

Page 2

Amendment No. 1 to Registration Statement
on Form S-1 filed June 16, 2023

Cover Page

 1. We note your response to comment 1.  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, including, specifically, Instruction 2. If your intent is to offer the securities at a price associated
with the ASX, please tell us why you are permitted to do so.   Additionally, to the extent appropriate, revise other sections of
the prospectus, such as Risk Factors and Plan of Distribution, to include this and other relevant disclosure.  Last, please
revise the cover page to state that the sales of shares in recent private transactions or on the ASX may have little or no relation
to the public offering price of the shares.

As requested, the Amendment updates
the cover page and page 39 [risk factors] of the prospectus to state that “the sales of common stock in recent private transactions
or on the ASX may have little or no relation to the price at which the Registered Stockholders may sell their shares pursuant to this
prospectus.”

The prospectus relates solely to a resale
registration statement in which the Registered Stockholders may, from time to time, sell the common stock covered by the prospectus in
the manner described in the section of the prospectus titled “Plan of Distribution.” Consistent with Instruction 2 to Item
501(b)(3) of Regulation S-K, (i) the prospectus states that “[t]he Registered Stockholders or their pledgees, assignees or successors-in-interest
may offer and sell or otherwise dispose of the shares of common stock described in [the] prospectus from time to time through public or
private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices,”
and (ii) the cover page of the prospectus includes a cross-reference to the Plan of Distribution section of the prospectus, which includes
the page number of the prospectus (page 107) and is highlighted by prominent bold font.

The foregoing disclosures are consistent
with the disclosures included in resale prospectuses filed by other issuers with the Commission, including those issuers that updated
their prospectuses in response to a similar comment from the Commission.

 2. We note that this offering “is not conditioned upon
[y]our successful listing on the Nasdaq Capital Market.”  Please tell us how you will revise the registration statement
if you are not listed on the Nasdaq Capital Market, including whether the method by which you will determine the offering price will
change.

The cover page of the prospectus states
that the Company expects that within five business days of the date of the prospectus, the Company’s common stock will begin trading
on the Nasdaq Capital Market. Although that remains the Company’s current intention, the effectiveness of the prospectus is not
conditioned on the Company being listed on the Nasdaq Capital Market, as is stated on the cover page of the prospectus, and page 38 of
the “Risk Factors” section of the prospectus. In the event that listing on the Nasdaq Capital Market does not occur and the
Company determines to cease pursuing such listing, it is the Company’s intention to file a prospectus supplement stating that the
Company has abandoned its plan to list on the Nasdaq Capital Market.

We trust that the foregoing has been responsive
to the Staff’s comments. The Company is seeking effectiveness of the prospectus as promptly as possible. If there is anything that
the Company can do to expedite the Staff’s review, please contact me at (612) 877-8538 or bpederson@taftlaw.com.

    Sincerely,

    Taft Stettinius & Hollister LLP

    Bradley A. Pederson