SEC Comment Letter 0000000000-25-001844 to Jefferson Capital, Inc. / DE (JCAP)
Jefferson Capital, Inc. / DE
Date: Feb. 18, 2025 · CIK: 0002046042 · Accession: 0000000000-25-001844
AI Filing Summary & Sentiment
Reasoning
Letter
February 18, 2025 David Burton President and CEO Jefferson Capital, Inc. 600 South Highway 169, Suite 1575 Minneapolis, MN 55426 Re:Jefferson Capital, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted February 5, 2025 CIK No. 0002046042 Dear David Burton: 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 8, 2025 letter. Amendment No. 1 to Draft Registration Statement on Form S-1 Risk Factors Evolving regulation, particularly in Latin America, page 35 1.In the first paragraph, we note your reference to AI. Please discuss how AI is deployed and utilized, and include any limitations or risks in relying on AI technology obtained from third-party service providers. Clarify whether you have introduced these capabilities outside of Latin America. Discuss whether you have a governance policy for how you use AI. Clarify if your use of AI in Latin America is your "PrecisionHandler Solution" application referenced in the penultimate paragraph on page 112. Finally, also include the requested disclosure on page 112.
February 18, 2025 Page 2 Concentration Risk, page 87 2.We note your disclosure that a substantial percentage of your purchases are concentrated with a few large sellers, and your disclosure regarding the percentage of deployments in 2024 and 2023 for which your five largest clients accounted. Please discuss the material terms of any related agreements with such sellers and file the agreements as exhibits to the registration statement or tell us why you do not believe they are required to be filed. Please contact Jee Yeon Ahn at 202-551-3673 or Amit Pande at 202-551-3423 if you have questions regarding comments on the financial statements and related matters. Please contact Madeleine Joy Mateo at 202-551-3465 or Todd Schiffman at 202-551-3491 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc:Marc Jaffe, Esq.
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February 18, 2025
David Burton
President and CEO
Jefferson Capital, Inc.
600 South Highway 169, Suite 1575
Minneapolis, MN 55426
Re:Jefferson Capital, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 5, 2025
CIK No. 0002046042
Dear David Burton:
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 8, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors
Evolving regulation, particularly in Latin America, page 35
1.In the first paragraph, we note your reference to AI. Please discuss how AI is
deployed and utilized, and include any limitations or risks in relying on AI technology
obtained from third-party service providers. Clarify whether you have introduced
these capabilities outside of Latin America. Discuss whether you have a governance
policy for how you use AI. Clarify if your use of AI in Latin America is your
"PrecisionHandler Solution" application referenced in the penultimate paragraph on
page 112. Finally, also include the requested disclosure on page 112.
February 18, 2025
Page 2
Concentration Risk, page 87
2.We note your disclosure that a substantial percentage of your purchases are
concentrated with a few large sellers, and your disclosure regarding the percentage of
deployments in 2024 and 2023 for which your five largest clients accounted. Please
discuss the material terms of any related agreements with such sellers and file the
agreements as exhibits to the registration statement or tell us why you do not believe
they are required to be filed.
Please contact Jee Yeon Ahn at 202-551-3673 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Todd Schiffman at 202-551-3491 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Marc Jaffe, Esq.