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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 8, 2024

      Christopher R. Bellacicco

      Attorney-Adviser

      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 N-2

                File No: 333-272926

      Dear Mr. Bellacicco:

      We are writing in response to comments provided via email on July 21, 2023 relating to Kennedy Lewis Capital Company’s, a Delaware statutory trust that has elected to be regulated
        as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”) (the “Company”), registration statement on Form N-2 that was filed with the Securities and Exchange Commission (“SEC”) on June 26, 2023 (the
        “Registration Statement”). The Company has considered these comments and has authorized us to make the responses discussed below on its behalf. All capitalized terms not otherwise defined herein shall have the meaning given to them in Amendment No.
        1 to the Registration Statement (the “Amended Registration Statement”) unless otherwise indicated.

      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.

      General

      Comment 1. Please tell us if you have presented any test-the-waters materials to potential investors in connection with this offering. If so, we may request
        such materials.

      Response 1. The Company has not presented any test-the-waters materials to potential investors in connection with this offering.

       PROSPECTUS

      Cover page

      Comment 2. Please disclose the Company’s status as an “emerging growth company” on the cover page.

      Response 2. The Company has revised the disclosure accordingly.

      Comment 3. Please include a cross reference to the prospectus discussion regarding the risks associated with a leveraged capital structure. See Item 1.1.j of Form N-2; see also Guide 6 to form N-2.

      Response 3. The Company has revised the disclosure accordingly.

      Comment 4. With respect to the bullet points on the cover page:

            a.

              The staff notes that the Company has added numerous additional bullet points. However, many of these appear to be repeated in the risk factors discussion on pages 16-17 of the “Prospectus
                Summary” section. Consider revising the bullet points on the cover page to discuss only those risks related to the illiquid nature of the Company’s shares and payment of distributions.

            b.

              Please also add a bullet point stating that “You will pay a sales load of up to [  ]% and offering expenses of up to [  ]% on the amounts it invests. If you pay the maximum aggregate [  ]%
                for sales loads and offering expenses, you must experience a total return on your net investment of [  ]% in order to recover these expenses.”

      Response 4. The Company has revised the noted disclosure in Comment 4.a. to discuss only those risks related to the illiquid nature of the Common Shares and
        payment of distributions. The Company respectfully declines to add the disclosure in Comment 4.b. as the Company has revised the Amended Registration Statement to remove any references to sales loads.

      Comment 5. Footnote 2 to the offering table refers to sales charges with respect to Class S and Class D shares. Please supplementally explain why the table
        does not include a column or row to reflect such sales loads. See Item 1.1.g of Form N-2.

      Response 5. The Company has revised the Amended Registration Statement to remove any references to sales loads.

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      Page iv – Multi-Class Exemptive Relief

      Comment 6. Please confirm that the Company intends to receive an exemptive order to offer multiple classes of Common Shares before requesting acceleration of
        the registration statement. To the extent the Company intends to seek acceleration prior to receiving such an order, the registration statement should disclose clearly that the Company currently only offers a single class of shares and the other
        classes presented are not yet available to the public.

      Response 6. The Company confirms that it intends to receive an exemptive order to offer multiple classes of Common Shares. The Company further acknowledges
        the staff’s comment and confirms that if the offering commences before the requested relief is granted, the Company will only offer a single class of Common Shares to the public and the prospectus will clearly disclose that other classes presented
        are not yet available to the public.

      Pages 1-21 – Prospectus Summary

      Comment 7. The staff notes that the summary section is 21 pages long and contains disclosure that is too detailed, lengthy, or otherwise not necessary to
        include in a summary. Much of the same information appears to be repeated in the prospectus’ cover page or elsewhere in the registration statement. Please review and revise the summary section to focus on the most essential aspects of the offering
        and the Company’s business.  See generally Rule 421 under the 1933 Act.

      Response 7. The Company has revised the disclosure accordingly.

      Page 3 – Credit Expertise & Proprietary Origination Capabilities

      Comment 8. The second bullet point in this section notes that “Kennedy Lewis’ CLO professionals and platform…[i]ncreases the Advisor’s relevance to The
        Street.” With respect to this language:

            •

              Please clarify to what “The Street” is referring.

            •

              Please clarify and explain how and why the CLO platform increases Kennedy Lewis’ relevance to Wall Street banks.

      Response 8. The Company has revised the Amended Registration Statement to include clarifying disclosure on Kennedy Lewis’ CLO platform.

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      Page 4 – Investment Track Record

      Comment 9. This section notes that Kennedy Lewis’ track record in private debt lending dates back to the firm’s inception in 2017. Please clarify whether this
        track record refers to the same types of loans that the Company plans to make (i.e., originated loans to middle market companies) or whether it includes other types of lending, such as CLOs or distressed debt.

      Response 9. The Company confirms to the staff, on a supplemental basis, that Kennedy Lewis’ track record refers to both the same types of loans that the
        Company plans to make in addition to other types of lending such as CLOs and distressed debt.

      Page 5 – What is the per share purchase price?

      Comment 10. The disclosure in this section indicates the shares will be sold at a subscription price per share, which may be higher than NAV. Disclosure
        elsewhere in the prospectus (such as on pages 118 and 122), indicates shares are sold at the then-current NAV. Please revise the language on page 5 and throughout to describe more clearly the offering price and mechanics (e.g., timing of NAV
        determination relative to the acceptance of a subscription agreement).

      Response 10. The Company has revised the disclosure accordingly.

      Page 6 – Does the Company use leverage?

      Comment 11. The disclosure in this section states that leverage may take the form of preferred shares. Please confirm that the Company will not issue preferred
        stock within one year. Otherwise, please add appropriate strategy, risk, and fee table (e.g., dividend expenses) disclosure.

      Response 11. The Company confirms that it does not intend to issue preferred stock within the first year of the Company’s operations.

      Page 11 – Can I request that my shares be repurchased?

      Comment 12. The disclosure in the second paragraph on this page states that any shareholder that submits a repurchase request in excess of $25 million may
        elect to receive its repurchase proceeds in kind by checking the corresponding box on the tender offer form. Please advise how this provision is consistent with Rule 13e-4(f)(8) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or
        revise your disclosure accordingly.

      Response 12. Rule 13e-4(f)(8)(ii) under the 1934 Act generally requires that the consideration paid to any security holder for securities tendered in a
        tender offer be the highest consideration paid to any other security holder for securities tendered in the tender offer.

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      The Company believes that its discretionary share repurchase program is consistent with the requirements of Rule 13e-4(f)(8)(ii) because the purchase price for
        any Common Shares tendered in a quarterly tender offer will be the same for all shareholders, whether a shareholder receives its repurchase proceeds in cash or elects to receive it in kind.

      Rule 13e-4(f)(10) under the 1934 Act provides that Rule 13e-4(f)(8)(ii) shall not prohibit the offer of more than one type of consideration in a tender offer,
        provided that (i) security holders are afforded an equal right to elect among each of the types of consideration offered; and (ii) the highest consideration of each type paid to any security holder is paid to any other security holder who receives
        that type of consideration.

      The Company believes that its discretionary share repurchase program is consistent with the requirements of Rules 13e-4(f)(8) and 13e-4(f)(10) because each
        tendering shareholder will receive either an amount of cash equal to the net asset value of its tendered shares as of the relevant valuation date or a pro rata slice of the Company’s portfolio with a value equal to the net asset value of its
        tendered shares as of the relevant valuation date.

      Comment 13. In discussing the Company’s repurchase procedures in this section, please disclose that the Company will pay all repurchase offer proceeds no later
        than five business days after the final day that shareholders may tender securities.  See Rule 13e-4(f)(5) and Section II.D of Commission Release No. 34-43069 (July 31, 2000).

      Response 13. In accordance with recent Commission guidance, the Company has added disclosure to the Amended Registration Statement to clarify that it will
        provide payment within 5 business days of the tender offer expiration date of each repurchase offer.

      Comment 14. The fifth paragraph on this page states that if the Company needs to modify its repurchase procedures, “the Advisor will adopt revised procedures
        reasonably designed to provide shareholders substantially the same liquidity for Common Shares as would be available under the procedures described above.” Please add disclosure clarifying that such modified procedures will comply with the
        requirements of Rule 13e-4 of the 1934 Act.

      Response 14. The Company has revised the disclosure accordingly.

      Page 12 – Base Management Fee

      Comment 15. The sentence “The Base Management Fee will be payable quarterly in arrears” appears twice in this paragraph. Please consider deleting one of these
        sentences.

      Response 15. The Company has revised the disclosure accordingly.

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      Page 14 – What is the difference between the three classes of Common Shares being offered?

      Comment 16. The first paragraph in this section states “although no upfront sales loads are paid with respect to Class S shares, Class D shares, or Class I
        shares . . . .” Similar language appears on pages 18 and 108. However, as noted above, footnote 2 to the offering table on the cover page states that “an upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D
        shares, respectively.” Similar disclosure also appears in the fee table on page 22 and on pages 63 and 118. Please reconcile these discrepancies, as appropriate.

      Response 16. Please see the Company’s response to Comment 5.

      Page 17 – Do you currently own any investments?

      Comment 17. The disclosure in this section states “Please see ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’ the
        financial statements included herein our periodic reports under the Exchange Act and www.KennedyLewisCapitalCompany.com for information on our investments.” It appears that a word is missing between “herein” and “our periodic reports.” Please
        revise, as appropriate. Please remove the reference to the Company’s website from this sentence or explain why such reference is appropriate under the securities laws and applicable form requirements.

      Response 17. The Company has removed this disclosure in its entirety in response to Comment 7.

      Page 22 – Fees and Expenses

      Comment 18. The fee table appears to be missing the reference to footnote 2. Please revise the table to include such reference.

      Response 18. The Company has revised the Amended Registration Statement to remove any references to sales loads.

      Comment 19. If the Company invests in any joint
            ventures that are not consolidated with the Company’s financial statements and that rely on the exclusion from the definition of investment company in Sections 3(c)(1) or (7) of the Investment Company Act of 1940, as amended (the “1940 Act”),
            please include the expenses of such ventures as acquired fund fees and expenses in the fee table.

      Response 19. The Company confirms that, at this time, it has not invested in any joint ventures. The Company will update the fee table accordingly should it do so in the future.

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      Page 28 – The Company Borrows Money, Which Magnifies the Potential Gain or Loss on Amounts and May Increase the Risk of Investment With Us.

      Comment 20. The third paragraph of this section
            states that on April 20, 2023, the Company entered into a “Credit Agreement with a maximum principal amount of $300 million.” Please define the capitalized term “Credit Agreement,” and identify the entity providing the Company with this credit.

      Response 20. The Company has revised the disclosure to include the requested information regarding the Credit Agreement.

      Page 34 – The Company is Subject to Risks Relating to Electronic Delivery of Certain Documents.

      Comment 21. This section refers to electronic delivery of among other things, drawdown notices. Please supplementally explain to the staff why investors
        purchasing Common Shares would receive drawdown notices.

      Response 21. The Company has revised the disclosure to remove references to drawdown notices.

      Page 34 – The Company is Subject to Risks Relating to Syndication and/or Transfer of Investments.

      Comment 22. The disclosure in this section refers to subsidiary investment vehicles of the Company. In an appropriate location, please clarify whether such
        subsidiaries will be wholly-owned and/or primarily controlled by the Company. Note that the Company “primarily controls” a subsidiary if it: (1) controls the subsidiary within the meaning of Section 2(a)(9) of the 1940 Act; and (2) the Company’s
        control of the subsidiary is greater than that of any other person. For any subsidiaries that the Company wholly owns or primarily controls and which primarily engage in investme