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    One International Place, 40th Floor

    100 Oliver Street

    Boston, MA 0210-2605

    +1 617 728 7100 Main

    +1 617 426 6567 Fax

    www.dechert.com

    THOMAS J. FRIEDMANN

    thomas.friedmann@dechert.com

    +1 617 728 7120 Direct

    +1 617 275 8389 Fax

January 2, 2024

VIA
EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Christina
DiAngelo Fettig

    Re:
    Lafayette Square USA, Inc.

Annual Report on Form 10-K and Amendment
No. 1 to Annual Report on Form 10-K/A for the Fiscal Year Ended December 31, 2022

File Number: 814-01427

Dear Ms. Fettig:

On behalf of Lafayette Square USA, Inc. (the “Company”),
this letter responds to the comments provided telephonically by the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on November 17, 2023 relating to (i)
the Company’s annual report on Form 10-K filed by the Company with the SEC on March 21, 2023 (such annual report being referred
to herein as the “Annual Report”) and (ii) the Company’s amendment no. 1 to the Annual Report on Form
10-K/A filed by the Company with the SEC on May 9, 2023 (such amendment being referred to herein as the “Amendment No. 1”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the response of the Company.

 1. Comment: Under Item 405 of Regulation S-K, companies are allowed to omit disclosure from their
Form 10-K about certain information that may typically be included in its proxy statement so long as the proxy statement is filed with
the SEC not later than 120 days after the end of the fiscal year covered by the Form 10-K. If the company does not file a proxy statement
within such 120-day period, it must then include the omitted information in a Form 10-K/A filed within that same 120-day period. Please
acknowledge that Amendment No. 1 was not properly filed within such 120-day period and ensure that the Company puts in place proper internal
controls to ensure future filings are made in conformity with this regulation.

Response:
The Company acknowledges that Amendment No. 1 was not filed during the required 120-day period. The Company affirms that it has implemented
enhanced policies and procedures (including checklists and compliance calendars) to ensure that future filings of periodic reports will
be made by the applicable deadlines.

    	January
2, 2024

Page 2

 2. Comment: With respect to the cover page of Form 10-K, the Staff refers to the checkbox which indicates
 “whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days” and notes that the Company checked “No” in the Annual Report
and then checked “Yes” in Amendment No. 1. The Staff asks the Company to confirm their response to such checkbox for the Annual
Report and their annual report on Form 10-K filed for the year ended December 31, 2021 and to confirm that marking “No” in
the Annual Report checkbox was a typo.

Response:
The Company confirms to the Staff that “No” was marked as a typo, and the Company undertakes to correct this error in future
filings.

 3. Comment: Pursuant to Item 105 of Regulation S-K, please ensure that the information under the heading
 “Summary of Risk Factors” on Form 10-K (as noted on page 48 of the Annual Report) consists of concise, bulleted or numbered
statements totaling no more than two pages which summarize the principal factors that make an investment in the Company speculative or
risky and that such summary of risk factors does not repeat any risks.

Response:
The Company acknowledges the Staff’s comment. In its next annual report on Form 10-K, the Company undertakes to include a concise,
bulleted Summary of Risk Factors.

 4. Comment: With respect to XBRL tagging of Form 10-K, please utilize the appropriate taxonomy instead
of customary tags. Please avoid customary tags for fair valuation inputs (as seen on page 24 of the Annual Report) and for long-term debt
(as seen on page 9 of the Annual Report). In addition, please explain why custom tags, as opposed to appropriate taxonomy, were utilized
in the Annual Report.

Response:
The Company confirms that all required XBRL elements will be tagged in compliance with Form N-2, General Instruction I.1 and Item 405
of Regulation S-T. The Company’s accounting and finance teams work with Workiva Inc., the Company’s financial service provider,
to prepare the XBRL tagging and one of the Company’s outside law firms reviews the XBRL tagging.

The Company also notes that there was
no relevant standard label available with respect to fair valuation inputs at the time of the filing of the Annual Report. Since then,
standardized taxonomy regarding fair value has been added to the 2023 US GAAP Financial Reporting Taxonomy and, as such, the Company
undertakes to update this label in all future reports. With respect to the customary tags for long-term debt, the Company initially chose
to use a customary tag because it believed that no standard label was applicable; however, after a more detailed review at a later time,
the Company identified a standard label that was appropriate and stopped using customary labels for long-term debt items on the Cash Flow
Statement.

    2

    	January
2, 2024

Page 3

 5. Comment: The Staff notes that the Company intends to elect to be treated as a regulated investment
company (“RIC”) based on disclosure in the Annual Report. Please describe supplementally the Company’s
intention to elect RIC status and its plan to do so, including with specific reference to its plans for how it intends to meet diversification
requirements.

Response:
The Company has operated as a C-corporation since it commenced operations as a business development company (“BDC”).
The Company intends to elect RIC status under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”),
effective for the taxable year beginning January 1, 2023, and ending December 31, 2023, by including such election in its U.S. federal
income tax return for such year, with a filing deadline of October 15, 2024.

In anticipation of its RIC election
for fiscal year 2023, the Company has performed quarterly RIC testing throughout 2023 and has also engaged an outside accounting firm
to assist with its RIC compliance.

To qualify as a RIC under subchapter
M of the Code, the Company must meet, among other requirements, certain organizational, quarterly asset diversification, character of
annual gross income, and annual income distribution requirements, as well as make an election to be taxed as a RIC based on guidance in
Section 851 of the Code and the related regulations.

The Company is a domestic closed-end
management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940
Act”), satisfying the organizational requirements under Sec. 851(a) of the Code which states, in relevant part, that a RIC
is any domestic corporation which, at all times during the taxable year, is registered under the 1940 Act as a management company or unit
investment trust, or has in effect an election under the 1940 Act to be treated as a BDC.

Section 851(b)(1) of the Code further
states that a RIC election is required to be filed with a taxpayer’s tax return or that the taxpayer has made a RIC election for
a previous taxable year. The Company did not make a RIC election for 2022, which was its previous taxable year.  Accordingly, the
Company intends to compute taxable income as a RIC on Internal Revenue Service Form 1120-RIC and include an election to be taxed as a
RIC for the first taxable year the election is applicable, which is intended to be December 31, 2023. The Company notes, however, that
the ultimate timing of the RIC election will depend on its satisfaction of the other RIC qualification requirements.

Section 851(b)(2) of the Code states
that at least 90% of a taxpayer’s gross income must be derived from dividends, interest, payments with respect to securities loans,
and gains from the sale or other disposition of stock or securities or foreign currencies, or other income derived with respect to its
business of investing in such stock, securities, or currencies, and net income derived from an interest in a qualified publicly traded
partnership. The Company monitors gross income during the year and, through the quarter ended September 30, 2023, it determined that greater
than 90% of its gross income was interest income, which is qualifying income for purposes of the gross income test. The Company will continue
to monitor the character of its gross income through the taxable year ending on December 31, 2023 to ensure it meets this requirement.

Section 851(b)(3) of the Code states
that, at the end of each quarter of a taxpayer’s taxable year:

 · at least 50% of the value of its assets must be cash and cash items (including receivables), government
securities and securities of other RICs;

 · the value of other securities in respect of any one issuer should not exceed 5% of the value of the taxpayer’s
total assets;

 · the taxpayer should not own more than 10% of the outstanding voting securities of any one issuer; and

 · Not more than 25% of the value of its assets can be invested in:

 o the securities of any one issuer (excluding government securities and the securities of other RICs);

 o the securities of two or more issuers which it controls, and which are determined to be engaged in the
same or similar trades or businesses or related trades or business; or

 o the securities of one or more qualified publicly traded partnerships.

    3

    	January
2, 2024

Page 4

The Company monitors its quarterly asset
diversification requirements each quarter end through the preparation of preliminary asset diversification analyses to verify that the
value of its qualifying assets should exceed 50% of the BDC’s total assets. The Company also prepares a final analysis at each quarter
end to determine whether the BDC met the asset diversification tests. Based on the Company’s analyses performed for the quarters
ended March 31, 2023, June 30, 2023, and September 30, 2023, the Company determined that its qualifying assets exceeded 50% of total assets,
and it therefore met the asset diversification requirements for such quarters. The Company intends to continue to monitor its assets through
the year ended December 31, 2023, and it intends to perform the same procedures with respect to each future quarter end to ensure that
it meets the RIC asset diversification requirements on an ongoing basis.

Section
852(a) of the Code outlines the distribution requirement for a RIC. This section states that 90% of a taxpayer's investment company taxable
income for the taxable year must be distributed. Additionally, it requires the distribution of 90% of the excess of its interest income,
which is excludable from gross income under Section 103(a) of the Code, after subtracting the deductions disallowed under Sections 265
and 171(a)(2) of the Code. The Company makes distributions throughout the year that count toward satisfying both the requirement under
Section 852(a) of the Code and the excise distribution requirement under Section 4982 of the Code. The Company plans to make a distribution
in December using its best estimates available to satisfy the 98%/98.2% excise distribution requirement and thereby meet the 90% distribution
requirement under Subchapter M. To the extent the 90% distribution requirement is not met prior to December 31, 2023, the BDC intends
to make a spillback election under Section 855(a) of the Code and the related underlying regulations in its 2023 Form 1120-RIC filing
to treat distributions paid in 2024 for purposes of its dividend paid deduction for the taxable year ended December 31, 2023.

 6. Comment: The Staff notes that the Company repeated a risk factor on pages 54 and 64 of the Annual
Report under the heading “Each of the Adviser and the Administrator can resign on 60 days’ notice, and we may not be able
to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial
condition, business, and results of operations.” Please avoid the inclusion of duplicative risk factors in future filings.

Response:
The Company acknowledges the Staff’s comment and undertakes to delete any repetitive risk factors in future filings.

 7. Comment: Pursuant to the requirements for documentation of internal controls under the Sarbanes-Oxley
Act of 2002 (“SOX”), please ensure you include a statement in future filings on Form 10-K that that an accounting
firm is not required to attest to internal controls of the Company under Section 404(b) of SOX because the Company is an Emerging Growth
Company (“EGC”). The Company must nonetheless establish and maintain internal controls and provide reports on
their effectiveness, as required by Section 404(a) of SOX.

Response:
The Company acknowledges the Staff’s comment and undertakes to include disclosure regarding the Company’s internal control
testing in future annual reports on Form 10-K in accordance with SOX requirements.

    4

    	January
2, 2024

Page 5

 8. Comment: Under Item 201b(1) of Regulation S-K, an issuer must disclose the approximate number of
holders of each class of common stock as of the latest practicable date. The Staff notes that page 86 of the Annual Report does not meet
the requirements under Item 201b(1) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and undertakes to include the approximate number of holders of each class of its common
stock in future annual reports on Form 10-K.

 9. Comment: Instruction 3 to Item 303b(3) of Regulation S-K requires that critical accounting estimates
must be provided in a format that facilitates easy understanding and that supplements, and does not duplicate, descriptions of accounting
policies and other disclosure already provided in the Form 10-K. The Staff notes that disclosure on pages 100 to 103 of the Annual Report
that relates to the Company’s critical account policies merely repeat and does not supplement, disclosure in the notes to the financial
statements.

Response:
The Company acknowledges the Staff’s comment. The Company undertakes to enhance its disclosure regarding its critical accounting
estimates and critical accounting policies in future filings of its annual report on Form 10-K in accordance with Item 303 of Regulation
S-K, including providing a “Plain English” summary of such disclosure in the Management’s Discussion and Analysis section
of the Company’s annual report on Form 10-K.

 10. Comment: With respect to the Schedule of Investments:

 a. Please identify any instrument that is pledged as collateral under any financing.

 b. In future filings, please consider disclosing the rate of any floors on investments under Footnote 7.

 c. In future filings, please include the applicable disclosure for restricted securities. Please add the
acquisition date for each restricted securities under Footnote 8.

Response:

 a. The Company respectfully notes to the Staff that there were no instruments pledged as collateral under
any financing arrangements as of December 31, 2022 and undertakes to identify instruments pledged as collateral, if any, in future filings.

 b. The Company acknowledges the Staff’s comment and undertakes to enhance the disclosure in its Schedule
of Investments in future periodic filings.

 c. The Company acknowledges the Staff’s comment and undertakes to indicate which of its investments
is a restricted security in compl