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            1095 Avenue of the Americas

            New York, NY  10036-6797

            +1  212  698  3500  Main

            +1  212  698  3599  Fax

            www.dechert.com

            RICHARD HOROWITZ

            richard.horowitz@dechert.com

            +1 212 698 3525  Direct

            +1 212 698 0452  Fax

    January 13, 2023

    Lisa N. Larkin

    Senior Counsel

    Division of Investment Management

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549-0504

          Re:

            Kennedy Lewis Capital Company

            Registration Statement on Form 10

              File No: 000-56494

    Dear Ms. Larkin:

    We are writing in response to comments provided via email on December 15, 2022 relating to Kennedy Lewis Capital Company’s, a Delaware
      statutory trust (formerly known as Tate Capital Company) that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (“1940 Act”) (the “Company”), registration statement on Form 10 that was
      filed with the Securities and Exchange Commission (“SEC”) on November 17, 2022 (the “Registration Statement”). The Company has considered these comments and made the requisite changes, among others. All capitalized terms not otherwise defined herein
      shall have the meaning given to them in the Registration Statement.

    On behalf of the Company, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of
      such comments, as requested.

    Page 1 – Explanatory Note

    Comment 1.

    In the fourth paragraph, please disclose that the Company will be
      subject to the proxy rules, in addition to the Exchange Act reporting obligations, upon effectiveness of the registration statement.

    Response.
      The disclosure has been revised accordingly.

    Comment 2.

    In the fifth paragraph, in the second bullet point, disclosure
      states, “You should not expect to be able to sell your Common Shares regardless of how we perform.” In the third bullet point, disclosure suggests that an investor might be able to sell Common Shares. Please reconcile the disclosure in the two bullet
      points.

    Response 2.
      The referenced disclosure has been deleted and the Company has added disclosure that clarifies that
          repurchases of Common Shares by the Company, if any, are expected to be very limited.

    Comment 3.

    In the fifth paragraph, in the fifth bullet point, disclosure refers
      to a “return of capital.” Please define this term using clear, straightforward language.

    Response 3.
      The disclosure has been revised accordingly.

    Comment 4.

    In the fifth paragraph, please add the following bullet points:

          •

            Repurchases of Common Shares by the Company, if any, are expected to be very limited.

          •

            Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept
              the high risks and lack of liquidity inherent in an investment in the Company.

          •

            The Company intends to invest primarily in privately-held companies for which very little public information exists. Such companies
              are also generally more vulnerable to economic downturns and may experience substantial variations in operating results.

          •

            The privately-held companies and below-investment-grade securities in which the Company will invest will be difficult to value and
              are illiquid.

          •

            The Company will elect to be regulated as a BDC under the 1940 Act, which imposes numerous restrictions on the activities of the
              Company, including restrictions on leverage and on the nature of its investments.

    Response 4.

    The disclosure has been revised accordingly.

      2

    Page 4 – The Investment Team and Kennedy Lewis

    Comment 5.

    In the last sentence of the first paragraph, disclosure states that
      the Investment Team shares a disciplined approach to “sourcing, executing upon, and monetizing idiosyncratic special situations investments” Please revise this sentence using clear, straightforward language.

    Response 5.
      The disclosure has been revised accordingly.

    Comment 6.

    In the second paragraph, disclosure states that the Company is
      expected to benefit from Kennedy Lewis’s Collateralized Loan Obligation business. Please explain the basis for this statement and how the firm’s CLO business is relevant to the Company’s investment objectives and strategies. Currently, the
      registration statement does not refer to CLOs in any discussion of the Company’s investment strategies and risks.

    Response 6.

    The disclosure has been revised accordingly.

    Page 7 – The Private Offering

    Comment 7.

    This section refers to the Company’s capital raising efforts through
      private placements made with a subscription agreement. Please disclose what happens to investors who fail to honor their obligations in connection with the terms of such a subscription agreement.

    Response 7.
      Each investor is required to fully fund its subscription amount on or before its respective Closing.
          If an investor fails to fully fund its subscription amount by its respective Closing, the investor will not be admitted as a shareholder of the Company. Thus, the Company respectfully declines to incorporate this change as it is not possible for
          any investor to default under the terms of the subscription agreement.

      3

    Page 7 – Our Business Strategy/Investment Objective

    Comment 8.

    The first paragraph states that the Company “will generally invest
      in directly originated senior secured loans sourced through its vast network of relationships.” Please disclose the following:

          •

            Any limits on loan origination by the Company (e.g., the amount of loans originated as a percentage of net assets);

          •

            A description of the overall loan selection process; and

          •

            Whether the Company will be involved in servicing or administering the loans and, if so, (i) a description of its servicing
              obligations and (ii) whether it will be paid a fee or reimbursed for expenses for such services. Note that the staff may have additional comments based on the response.

    Response 8.

    The
        disclosure has been revised accordingly.

    Comment 9.

    Please disclose in this section the expected credit quality and
      maturity of the Company’s investments. Please include the term “junk bonds” in describing debt instruments that will be rated below investment grade or which, if unrated, would be rated below investment grade if they were rated.

    Response 9.
      The disclosure has been revised accordingly.

    Page 8 – Industry Verticals

    Comment 10.

    In the first paragraph, the term Verticals is capitalized. The term
      is used several times earlier in the previous paragraph on the previous page. Please reconcile.

    Response 10.
      The disclosure has been removed to reflect updates to the Company’s investment strategy.

      4

    Comment 11.

    Disclosure refers to industry verticals that the Company has
      established in “Life Sciences, Power, Technology, Media and Telecom (“TMT”), Homebuilder Finance, Tactical Opportunities, and Opportunistic Cyclicals” Please explain what you mean by “Tactical Opportunities” and “Opportunistic Cyclicals.”

    Response 11.
      The disclosure has been removed to reflect updates to the Company’s investment strategy.

    Page 8 – Investment Allocation

    Comment 12.

    In the second paragraph, disclosure states that the Advisor has
      applied for an exemptive order that will permit the Company, among other this, to co-invest with certain other persons. Please advise us the status of the exemptive application.

    Response 12.

    The Company received comments from the staff on the Company’s latest amended
        co-investment exemptive application and submitted a revised application that addresses the staff’s comments on December 30, 2022.

    Page 8 – Payment of the Company’s Expenses

    Comment 13.

    In the seventh bullet point, disclosure refers to “Base Management
      Fees and Incentive Fees.” These terms are not yet defined. Please address.

    Response 13.
      The disclosure has been revised accordingly.

    Page 9 – Distributions; Dividend Reinvestment Program

    Comment 14.

    In the second paragraph, disclosure refers to “PIK Common Shares.”
      Please define “PIK” using clear, straightforward language.

    Response 14.
      The disclosure has been revised accordingly.

      5

    Page 10 – Management Fee

    Comment 15.

    Please consider disclosing a fee table that conforms to the
      requirements of Item 3.1 of Form N-2 adjacent to this section. Please also consider disclosing an expense example that conforms to the requirements of Instruction 11 to Item 3.1 of Form N-2. We further request that you include a second example where
      the five percent return results entirely from net realized capital gains, with an introductory sentence of explanation of the second example. We believe that such disclosure would be helpful to investors.

    Response 15.
      The Company respectfully declines to comply with this comment. We note that Form 10 does not require
          such disclosure and such disclosure has not been included in the Form 10 registration statements of many other private BDCs.

    Comment 16.

    Please include in the section titled, “Incentive Fee” a graphical
      illustration of how the incentive fee will operate.

    Response 16.

    The disclosure has been revised accordingly.

    Comment 17.

    Please tell us supplementally whether the “Income-Based Incentive
      Fee” is also charged at 12.5% after the hurdle is reached and whether are there any “catch-up” provisions. Based on the last paragraph of the “Incentive Fee” section, it appears both the income and capital gains fee is 12.5%. The income fee, however,
      is not explicitly disclosed. Please explain.

    Response 17.

    The disclosure has been revised accordingly to make clear that the Income-Based Incentive Fee is 12.5%
        with a catch-up provision.

    Page 11 – Administration Agreement

    Comment 18.

    Please state the fee payable under the Administration Agreement.

    Response 18.

    The Company respectfully notes that there is no basis point fee payable
        under the Administration Agreement. The Registration Statement discloses that, under the Administration Agreement, the Company will reimburse the Administrator for its allocable share of certain administrative-related expenses incurred by the
        Administrator, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and his or her staff. Please
        see “Item 1 – Business – Administration Agreement” for more information.

      6

    Page 11 – License Agreement

    Comment 19.
      If applicable, please add disclosure regarding a transfer agent agreement and/or a credit facility. Please also include such agreements, as well as the License Agreement, as exhibits in Item 15.

    Response 19.
      The disclosure and exhibit list have been revised accordingly, as applicable.

    Page 11 – Expense Support and Conditional Reimbursement Agreement

    Comment 20.

    Please add the following conditions to the ability of the Advisor to
      recoup expenses under the Expense Support and Conditional Reimbursement Agreement:

          •

            An expense ratio (excluding management or incentive fees) that, after giving effect to the recoupment, is lower than the expense
              ratio (excluding management or incentive fees) at the time of the fee waiver or expense reimbursement; and

          •

            A distribution level (exclusive of return of capital, if any) equal to, or greater than, the rate at the time of the waiver or
              reimbursement.

    Response 20.
      The Company has revised the disclosure to include the requested information regarding the Expense
          Support and Conditional Reimbursement Agreement, a complete copy of which is included as an Exhibit to the Registration Statement.

      7

    Page 15 – Senior Securities

    Comment 21.

    Please delete “or emergency,” from the second to last sentence of
      this section, which states, “The Company may also borrow amounts up to 5% of the value of its total assets for temporary or emergency purposes….” See Section 18(g) of the 1940 Act.

    Response 21.
      The disclosure has been revised accordingly.

    Page 19 – Proxy Voting Policies and Procedures

    Comment 22.

    If applicable, please discuss how the Company will approach relevant
      ESG proxy issues for any portfolio investments such as common stock.

    Response 22.

    While the Advisor does consider ESG factors in making its investment
        decisions for the Company, the Advisor does not have specific ESG policies in respect of its proxy voting policies and votes proxies in accordance with the best interests of its clients (including the Company).

    Page 25 – Item 1A. Risk Factors

    Comment 23.

    Please add risk disclosure regarding the cost of Exchange Act
      reporting.

    Response 23.
      The Company has revised the Registration Statement to include risk disclosure regarding the cost of
          Exchange Act reporting under Item 1A – Risk Factors – “The Company may incur significant costs as a result of being an Exchange Act reporting
            company.”

    Comment 24.
      Please consider including a series of concise bullet points summarizing the principal risk factors.

    Response 24.
      The Company has revised the Registration Statement to include a summary of its principal risk factors
          under Forward-Looking Statements – Summary of Risk Factors.

      8

    Page 28 – The senior investment professionals and other Investment Team members of the Advisor may, from time to time, possess
        material non-public information, limiting the Company’s investment discretion

    Comment 25.

    The last sentence states, “Additional information on the Advisor’s
      policies regarding material non-public information can be found in Kennedy Lewis’ “Insider Trading Policy.” Please explain how an investor can obtain such policy.

    Response 25.
      The disclosure has been revised to remove the reference to the Insider Trading Policy.

    Page 30 – PIK Interest

    Comment 26.

    The heading states. “The Company have difficulty paying its required
      distributions if it recognizes income before, or without, receiving cash representing such income.” There appears to be a word missing after “The Company.” Please address.

    Response 26.
      The disclosure has been revised accordingly.

    Comment 27.

    Please disclose that:

          •

            The interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due
              in cash at the maturity of the loan;

          •

            The interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit
              risk of borrowers who may need to defer interest payments; and

          •

            PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred