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Skadden,
Arps, Slate, Meagher & Flom llp

525
University avenue

        DIRECT DIAL

        (650) 470-4540

        DIRECT FAX

        (213) 621-5234

        EMAIL ADDRESS

        Gregg.Noel@skadden.com

        palo
        alto, California 94301-1908

        TEL: (650) 470-4500

        FAX: (650) 470-4570

        www.skadden.com

        December 14, 2020

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        Division of Corporation Finance

        Office of Trade & Services

        U.S. Securities and Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

 RE: Affirm Holdings, Inc.

Registration Statement on Form S-1

Filed November 18, 2020

File No. 333-250184

Ladies and Gentlemen:

On behalf of Affirm Holdings, Inc.
(the “Company”), we submit to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the
comments contained in the Staff’s letter dated December 10, 2020 on the Company’s Registration Statement on Form S-1
filed on November 18, 2020 (the “Registration Statement”).

Concurrently with the submission of this
letter, the Company is filing a revised Registration Statement on Form S-1 (“Revised Registration Statement”)
and certain exhibits via EDGAR to the Commission for review.

The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. We have included page references to the Revised Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Revised Registration Statement.

U.S. Securities and Exchange Commission

December 14, 2020

Page 2

Summary Consolidated Financial and Other Data

Key Operating Metrics and Non-GAAP Financial Measures

Contribution Profit, page 22

 1. We note you have reconciled the non-GAAP measure "Contribution Profit" to net loss. Please reconcile this measure
to the most directly comparable GAAP measure, gross margin, as calculated on a GAAP basis. Further, as you have presented Contribution
Profit as a Percent of GMV, please also present GAAP-based Gross Margin as a Percent of GMV. Please refer to Item 10(e)(1)(i)(A) of
Regulation S-K.

 2. We note from your response and revised disclosure that you have excluded amounts related to the purchase, investment, and
sale of loans. While it may be important to discuss the impact timing differences related to the recognition and amortization of
the discount on purchased loans has on Contribution Profit, it is unclear that your current presentation is compliant with Item
10(e) of Regulation S-K in that it appears that the exclusion of this activity creates an individually tailored pattern of
recognition and measurement. Refer to Question 100.04 of the Compliance and Disclosure Interpretation on Non-GAAP Measures.

 Response: The Company respectfully acknowledges the Staff’s comments 1 and 2 and as a result has revised the disclosure on pages 23-25,
82-83 and 90 of the Revised Registration Statement to reflect a change in the definition of contribution profit and made corresponding
changes to the reconciliation from operating loss to contribution profit. The Revised Registration Statement defines contribution
profit as operating loss plus the following operating expenses that are not closely correlated to, or variable with, the generation
of revenue in the period: (i) Technology and data analytics; (ii) Sales and marketing; (iii) General and administrative
expenses. The Company does not believe that the revised definition of contribution profit is a substitute for any GAAP measure
but helps readers understand the way the Company manages its business. Although the revised definition of contribution profit no
longer adds back Loss on loan purchase commitment, adjusts for the amortization of discount, nor adjusts for the unamortized discount
released on loans sold, the Company believes that the value of those adjustments is outweighed by the simplicity and usability
of the revised definition of contribution profit. The Company believes contribution profit would likely vary from a GAAP gross
profit measure, which the Company does not have and does not intend to adopt in the future. The Company uses contribution profit
to measure the marginal profitability of its business and therefore to assess performance, make strategic decisions and otherwise
manage its operations.

U.S. Securities and Exchange Commission

December 14, 2020

Page 3

The reconciliation of operating loss to contribution
profit set forth in the Revised Registration Statement is below:

    Fiscal Year Ended

June 30,
    Three Months Ended

September 30,

    2019
    2020
    2019
    2020

    (in thousands, except percent data)

    Operating loss
    $ (127,441 )
    $ (107,790 )
    $ (32,972 )
    $ (44,623 )

    Add back: Technology and data analytics
      76,071
      122,378
      25,368
      33,768

    Add back: Sales and marketing
      16,863
      25,044
      5,219
      22,582

    Add back: General and administrative
      88,902
      121,230
      27,704
      32,266

    Contribution
profit(1)
    $ 54,395
    $ 160,862
    $ 25,319
    $ 43,993

    GMV
    $ 2,620,059
    $ 4,637,220
    $ 861,306
    $ 1,475,929

    Contribution profit as a percentage of GMV
      2.1 %
      3.5 %
      2.9 %
      3.0 %

 (1) Contribution profit does not include adjustments related to: (i) the amortization of discount, which is recorded within
Interest income in the Consolidated Statements of Operations and Comprehensive Loss; or (ii) the unamortized discount released
on loans sold to third party loan buyers, which is released in full at the time of sale and recorded within Gain (loss) on sales
of loans in the Consolidated Statements of Operations and Comprehensive Loss. The following table details activity for the discount
included in loans held for investment for the periods indicated:

    Fiscal Year Ended
 June 30,
    Three Months Ended

September 30,

    2019
    2020
    2019
    2020

    (in thousands, except percent data)

    Balance at beginning of period
    $ 5,201
    $ 13,068
    $ 13,068
    $ 28,659

    Additions from loans purchased, net of refunds
      70,700
      157,426
      20,207
      58,143

    Amortization of discount
      (21,833 )
      (35,251 )
      (7,406 )
      (14,770 )

    Unamortized discount released on loans sold
      (41,000 )
      (106,584 )
      (12,682 )
      (15,997 )

    Balance at the end of the period
    $ 13,068
    $ 28,659
    $ 13,187
    $ 56,035

Risk Factors

Risks Related to Our Business and Industry

A large percentage of our revenue is concentrated…,
page 26

 3. We note your disclosure on page 26 that "an anticipated material modification in the merchant agreement with a
significant merchant partner could affect the results of our operations, financial condition, and future prospects." Please
elaborate on what is meant by the term "anticipated" and clarify whether you expect any material modifications to your
significant merchant agreements to occur.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 27-28 of the Revised
Registration Statement to provide additional clarity recent material modifications in the financial operations of a significant
merchant partner and how such modifications will affect the results of our operations.

U.S. Securities and Exchange Commission

December 14, 2020

Page 4

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operation, page 97

 4. We note your revised disclosures in response to our prior comment 7 and re-issue our comment in part. Please expand your
discussion of your results of operations for the periods presented to provide greater analysis to the reasons why increases in
merchant network revenue occurred.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 101 and 105 of
the Revised Registration Statement to provide greater analysis to the reasons why increases in merchant network revenue occurred.

Material Agreements

Shopify, page 121

 5. You disclose that you pay Shopify a fee for each sale processed through your platform. Please explain to us how you account
for these fees and your consideration of ASC 60610-32-25 in your treatment.

 Response: The Company respectfully acknowledges the Staff’s comment and advises that in practice, the Company enters into and executes
all contracts with eligible merchants and considers Shopify’s role as acting as a customer referral partner providing lead
generation services.

To determine how to account for the fees paid to
Shopify for each transaction processed through the Company’s technology platform, the Company first evaluated whether Shopify
is a customer or a vendor. The Company would consider Shopify as a customer if it determined that Shopify is the principal to eligible
merchants in providing the facilitation of credit service. The Company would consider Shopify as a vendor if it determined that
the Company is the principal to eligible merchants in providing the facilitation of credit service. The Company evaluated the customer
installment program agreement with Shopify pursuant to ASC 606 10-55-36, given the multitude of parties involved. The Company considers
its facilitation of credit service to be a single specified service provided to its customers, the eligible merchant.

Pursuant to ASC 606-10-55-36, the Company assessed
whether it controls the facilitation of credit service prior to them being transferred to the merchants. The Company considered
both the commercial intent and the contractual relationships of the Company and Shopify when making this assessment. The Company
determined that Shopify’s role under the agreement is to generate sales leads in exchange for payments in the form of fees
from the Company. Shopify’s intent is not to resell the Company’s facilitation of credit service to eligible merchants.
Shopify provides eligible merchants with access to its e-commerce platform and does not play a role in the loan transactions facilitated
by the Company. The Company enters into facilitation of credit service agreements directly with eligible merchants, which govern
their use of the services. As Shopify does not enter into agreements with eligible merchants in connection with the facilitation
of credit service, Shopify does not have the ability to grant the eligible merchants any rights to use this service. Further, eligible
merchants can benefit from Shopify’s e-commerce platform services independently from the Company’s facilitation of
credit service.

U.S. Securities and Exchange Commission

December 14, 2020

Page 5

The Company further considered the indicators of
control pursuant to ASC 606 10-55-39 and determined that it is primarily responsible for fulfilling the promise to facilitation
of credit service to eligible merchants. The Company also has the discretion in establishing pricing with eligible merchants under
the facilitation of credit service contracts it enters into with these merchants. While Shopify does have the ability to review
all contracts entered into between the Company and eligible merchants, it is not expected that Shopify will have unilateral rights
to determine pricing and will not reasonably prevent these contracts from being executed.

Based on its evaluation of ASC 606 10-55-36, the
Company has determined that it is the principal in providing facilitation of credit service to eligible merchants. Accordingly,
the Company does not consider Shopify as a customer pursuant to ASC 606 10-32-25 and instead has determined that Shopify is a vendor.
As such, the Company has accounted for fees paid to Shopify on a gross basis within Operating Expenses in its Consolidated Statements
of Operations and Comprehensive Loss, similar to payments made to other vendors for distinct services.

Description of Capital Stock

Certificate of Incorporation and Bylaws

Choice of Forum, page 185

 6. We note your amended disclosures in response to comment 10, and that you have filed your Form of Amended and Restated
Bylaws as Exhibit 3.4. In this regard, we note that your risk factor disclosure on page 64 and the exclusive forum provision
contained in Article IX of your Form of Amended and Restated Bylaws state that the federal district courts of the United
States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities
Act of 1933. However, your exclusive forum disclosure in your Description of Capital Stock section does not include language to
that effect. Please revise your disclosure to reconcile this inconsistency.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 189 of the Revised
Registration Statement to include the exclusive forum disclosure in its Description of Capital Stock section.

General

 7. We note your revised disclosures in response to our prior comment 15, and re-issue our comment in part. Please disclose
the source of your assertion that "[a] lack of transparency by traditional financial and payments institutions, ranging from
hidden penalties, hard to understand 'fine print,' and unwanted bundling of products, has led to an erosion of trust and a poor
consumer experience. These views are particularly acute for the over 160 million Gen Z and Millennials in the U.S., who prefer
to build trusted relationships with the brands with whom they engage and from whom they buy products and services." Alternatively,
please revise to describe this assertion as your belief, if true.

U.S. Securities and Exchange Commission

December 14, 2020

Page 6

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3 and 127 of the
Revised Registration Statement in response to the Staff’s comment.

Please contact me at (650) 470-4540 should
you require further information.

    Very truly yours,

    /s/ Gregg Noel

Via E-mail:

 cc: Affirm Holdings, Inc.

Sharda Caro del Castillo

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

Michelle Gasaway