SecProbe.io

February 21, 2025
Christopher Britt
Chief Executive Officer
Chime Financial, Inc.
101 California Street, Suite 500
San Francisco, CA 94111
Re:Chime Financial, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 29, 2025
CIK No. 0001795586
Dear Christopher Britt:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 7, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.We note your response to comment 2. As the draft registration statement cites
information and reports that you attribute to third parties, and the reports were
commissioned by you, please revise to provide consents for each such third-party
report.
Summary
Overview, page 2
We note your response to prior comment 10 and revised disclosure regarding the 2.

February 21, 2025
Page 2
income of targeted customers. Please revise to further clarify the nature of your
typical customers, for example, whether prime, near prime, subprime, etc.
3.We note your response to comments 42 and 50. Your summary and business
disclosures continue to emphasize your "[w]e believe in free" model, particularly as
compared to traditional banks. We also note the disclosure on page 113
regarding other financial technology companies, whose fee practices "can vary." The
examples given appear to allow for an understanding that other financial technology
companies offer similar services with fees that are also substantially less than those of
traditional banks. Please revise here and business section to clarify. Additionally,
please revise Competition beginning on page 157 to identify financial technology
competitors, as it is unclear why you believe this is not material disclosure.
Digital-First Partnership Strategy, page 9
4.We note your response to prior comment 13. Please revise here or elsewhere as
appropriate to specify in narrative or quantitative terms the approximate percentage or
range of percentages of your member accounts held at each of the two banks. With a
view to clarifying disclosure, advise us of the amounts by type of account, such as
checking or savings accounts.
Risk Factors, page 21
5.We note your revised disclosure related to the Credit Builder and the fact that you
provide a credit card with a certain limit amount tied to the bank account that has the
same or similar balance with one of your bank partners. If material, please add risk
factor disclosure describing the risks to you if your members default on paying off
their credit cards and simultaneously withdraw funds from the bank partner accounts.
In the alternative, please explain, if applicable, how credit line limits on your Credit
Builder credit cards change if the members reduce their secured checking and saving
account balances.
6.We note your revised disclosure and response to prior comment 14. Please revise to
quantify the required minimum collateral and reserve account balances.
Liquidity Products, page 92
7.Please refer to prior comment 27. Given the interaction of your product collateral and
product obligation liability and the disclosure of the roll forward of your product
collateral provided on page 93, please also revise your filing to include a roll forward
of your product obligation liability for each period presented.
Platform-Related Revenue, page 93
8.We note your disclosure on page 94 that "[u]nder the terms of our applicable
contractual agreements with each bank partner, member deposits are either placed in
the interest community deposit sweep program or held by [y]our bank partners." With
a view to clarifying disclosure, if material, please advise us of the factors considered
and who makes the decision on whether and where member deposits are moved under
the sweep program.

February 21, 2025
Page 3
Our Market Opportunity
Addressing Additional Financial Needs of Everyday Americans, page 133
9.We note your disclosure here that "[b]y developing and introducing new products,
services, and features to address the additional financial needs of the 196 million
Americans [you] serve today, [you] believe [your] total addressable market (“TAM”)
can expand to a $312 billion annual revenue opportunity." Please revise this
disclosure:
•to clarify that you do not currently serve 196 million Americans because it does
not appear that you have that many clients to date; and
•it appears that your definition of the "total addressable market" or "annual revenue
opportunity" is the same as the entire size of the financial services market, which
is highly competitive with numerous participants; as such please either revise or
add balancing language in discussing the total addressable market here and
throughout the draft registration statement.
ChimeCore -- Our Proprietary Payment Processor and Ledger, page 148
10.We note your response to prior comment 48 and revised disclosure regarding
ChimeCore, including the statement on page 48 that Chime does not currently receive
funds from or transmit funds on behalf of members. Please reconcile with disclosure
elsewhere that a portion of member transactions are processed through ChimeCore.
Additionally, please revise here or where appropriate to address any plans to transition
credit card transactions to ChimeCore.
Risk Decisioning Platform, page 148
11.We note your response to prior comment 39 and your revisions made in this section.
Please revise further to clarify if your risk management and underwriting standards
are related and, if so, describe the relationship. State clearly who makes the final
decision on underwriting. In this regard, based on your revised disclosure, it appears
that you develop the standards, your bank partners approve them, and then you
implement or execute on the standards that have been agreed upon. Finally, briefly
describe your risk and underwriting standards.
Bank Partnerships, page 158
12.We note your response to prior comment 40 and the statement on page 160 that the
sweep account activities contribute to "the net revenue Chime earns based on high-
yield savings balances." Please revise this section to further clarify how the sweep
program contributes to your revenues.
13.We note your response to prior comment 47 and are unable to locate the following
revised disclosure. Please revise to disclose the material terms of the agreements with
your bank partners. Clarify generally how the interest rates are set and by whom on
the "high-yield savings accounts." Additionally, revise where appropriate to disclose
the material terms of the agreements with the card networks and payment gateways.
As stated in the response letter, please disclose the other nationally recognized
companies in addition to Visa.
Please briefly explain the term "omnibus account" when referring to accounts held at 14.

February 21, 2025
Page 4
your bank partners for the benefit of your members.
Regulation of Our Bank Partnership Model, page 162
15.We note your response to prior comment 37 and revised disclosure referencing
"policies and procedures." With a view to clarifying disclosure, please advise us of the
regulatory requirements or guidance relevant to such policies and procedures.
Consolidated Statement of Operations, page F-6
16.Please refer to prior comment 53. We note in your response that your technology and
development expenses are primarily related to your commitment to research and
investment in advancing technology and driving product innovation and that these
amounts are not directly tied to the generation of revenue and do not vary in direct
proportion to revenue. We also note disclosure on page 75 that your investments in
product innovation and your technology platform has fueled growth in your business,
as highlighted by the growth of gross profit and transaction profit presented in the
accompanying chart. As a result, please further explain why technology and
development expenses are excluded from cost of revenues, and therefore also from
gross profit and transaction profit, including as it relates to these measures as
indicators of your ability to scale efficiently. Please quantify the amount of and
describe the nature of any variable costs presented within your technology and
development expenses and provide additional detail for us regarding the nature of all
technology and development expenses as discussed on page 95.
Exhibits
17.We note your response to prior comment 55. Please disclose what other "third-party
software providers" you are referring to on page 4, 78, 108, 132, and 149. File the
agreement with Galileo Financial Services or other third parties as exhibits to the
registration statement and describe their material terms, or tell us why you do not
believe you are required to do so. Refer to Item 601 of Regulation S-K.
            Please contact Michael Henderson at 202-551-3364 or John Spitz at 202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tonya Aldave at 202-551-3601 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Rezwan Pavri, Esq.