SecProbe.io

CORRESP
 1
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 1271 Avenue of the Americas

 May 23, 2025

 New York, New York 10020-1401

 Tel: +1.212.906.1200 Fax: +1.212.751.4864

 www.lw.com

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 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 Office of Finance
100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention:

 Madeleine Joy Mateo

 Todd Schiffman
 Jee Yeon Ahn
 Amit Pande

 Re:
 Jefferson Capital, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted May 5, 2025
CIK No. 0002046042

 Ladies and Gentlemen:

 On behalf of Jefferson Capital, Inc. (the
 " Company "), we submit this letter in response to the comments received from the staff of the U.S. Securities
and Exchange Commission (the " Staff ") by letter, dated May 19, 2025 (the " Comment Letter "),
regarding the Company's Draft Registration Statement on Form S-1, as submitted to the Staff on a confidential basis pursuant
to Title I, Section 106 under the Jumpstart Our Business Startups Act on May 5, 2025 (the " Draft Registration Statement ").

 The Company is concurrently publicly filing with
the Staff the Registration Statement on Form S-1 (the " Registration Statement "), which reflects certain
revisions to the Draft Registration Statement in response to the Comment Letter as well as certain other changes.

 For ease of review, we have set forth below the
comment of your letter in bold type followed by the Company's response thereto. Unless otherwise indicated, capitalized terms used
herein have the meanings assigned to them in the Registration Statement and all references to page numbers in such responses are
to page numbers in the Registration Statement.

 May 23, 2025

 Page 2

 Amendment No. 2 to Draft Registration Statement on Form S-1

 Risk Factors

 Our use of machine learning and AI technologies, page 44

 1. We note from your response to comment 1 that you adopted a governance policy for the use of artificial intelligence. Please disclose
the substance of your response in this risk factor.

 Response: The Company respectfully acknowledges the
Staff's comment and has updated the disclosure on pages 45 and 141.

 Unaudited Pro Forma Consolidated Financial Information, page 64

 2. We note your disclosure on page F-40, and elsewhere, regarding transactions for the issuance of Senior Notes on May 2,
2025. Similarly, we note that you include disclosure within footnote 2 on page 60 that it appears you intend to include those notes
in your Capitalization table. Please clarify and tell us whether you have included or intend to include pro forma information and adjustments
that give effect to the Senior Notes in the May 2, 2025 transaction. Refer to 11-01(a)(8) of Regulation S-X.

 Response : The Company respectfully acknowledges the
Staff's comment and advises the Staff that the Company does not intend to include pro forma financial information and adjustments
to give effect to the above-referenced Senior Notes in the section titled "Unaudited Pro Forma Consolidated Financial Information."
The Company instead intends to clearly present such impact in the capitalization table included in the section titled "Capitalization."

 The proceeds from the Senior Notes issued on May 2,
2025 were used to pay down the Revolving Credit Facility, resulting in the transaction being leverage neutral. Because the Senior Notes
and the Revolving Credit Facility are consolidated on the balance sheet within the "Notes payable, net" line item, the Company
believes the impact on the balance sheet from issuing the notes was immaterial to the overall balance sheet of the Company, except where
it is presented further broken out into as in the "Capitalization" section.

 The interest rate of the Senior Notes of 8.25% was not materially
higher than the Revolving Credit Facility pricing such that the income statement impact of the notes would also not be material.

 Portfolio Purchasing, page 71

 3. We note your disclosure that you occasionally purchase portfolios that are semi-performing and performing. Please define "semi-performing"
portfolios and expand your discussion to explain how semi-performing loans differ from performing or nonperforming loans. Fully explain
how you evaluate loan performance (e.g., credit quality assessment) and determine appropriate loan classification as nonperforming, semi-performing,
and performing loans. Also, please quantify, here or in another appropriate location, the amount of semi-performing and performing portfolios
for each of the periods presented or state that they are immaterial.

 Response : The Company respectfully acknowledges the
Staff's comment and has provided definitions for nonperforming, performing and semi-performing to the Glossary. The Company also
updated the disclosure in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Our
Business Model - Portfolio Purchasing" on pages vi and vii and 74.

 May 23, 2025

 Page 3

 The Company advises the Staff that nonperforming loans consist
primarily of loans that have been charged-off by the credit originator for accounting purposes. Typically, a charge-off can be recognized
either by reason of excessive delinquency or due to a consumer-initiated insolvency process. If the former, the Company would consider
the loan within its distressed business line, and if the latter, the Company would consider the loan within its insolvency business line.
When a credit originator charges-off a loan for reason of excessive delinquency varies as some banks charge-off loans in as little as
90 or 120 days, whereas other credit originators can charge-off loans only after 180 days or even 360 days of contractual delinquency.

 The Company occasionally evaluates and bids for portfolios
that are purely performing loans where delinquencies are modest and credit performance is normal, and the credit originator is choosing
to sell the loans because they are exiting a business line or a strategy. More common and a larger opportunity for the Company are situations
where there is a high level of delinquency or other form of credit deterioration in a portfolio, such as restructurings of the loans or
other forms of modification, even if the loans have not yet been charged-off, though many will be after the passage of incremental months.
In these cases, the Company finds that its expertise in evaluating and managing charged-off accounts allows the Company to confidently
manage a portfolio that has a higher level of credit risk than a buyer without that level of expertise would be comfortable with. The
Company refers to these portfolios as semi-performing. Regardless of whether the portfolio consists of performing, semi-performing or
nonperforming loans, all still can be purchased credit deteriorated loans. Often credit deterioration may have precipitated the reason
for the loan sale, as was the case with Conn's Portfolio where credit deterioration contributed to the causes of its bankruptcy
filing. In such an instance, performing loans may be mixed with loans that are semi-performing or delinquent and restructured as well
as a significant amount of charged-off or nonperforming loans, as was also the case with Conn's, and with a high level of risk that
more of the current loans will become delinquent over time and eventually need to be charged-off. In these cases, the Company can offer
the seller the convenience of purchasing all its loan assets altogether.

 The Company considers the amount of performing and semi-performing
loans purchased to be immaterial in the periods indicated apart from the purchase of the Conn's Portfolio in December 2024.
Aside from the Conn's Purchase, the Company did not purchase any other portfolios in the year ended December 31, 2024 that
it considers to be semi-performing or performing, as all other accounts purchased in the year ended December 31, 2024 were previously
charged-off for reason of excessive delinquency or insolvency. In the year ended December 31, 2023, the Company purchased $8.4
million in portfolios that it considers to be semi-performing or performing, representing 1.6% of total purchases in the year ending December 31,
2023. In the three months ended March 31, 2025, the Company also purchased $4.3 million in portfolios that it considers to
be semi-performing or performing, representing 2.5% of total purchases in the three months ended March 31, 2025 which is not material.

 The Company regularly evaluates the opportunity to purchase
portfolios that include a mix of semi-performing and performing accounts, as well as nonperforming accounts, and that comprise all of
a credit originators loan assets and believes it will find attractive opportunities to make more purchases like these going forward.

 May 23, 2025

 Page 4

 Non-GAAP Financial Measures, page 74

 4. Please tell us your consideration to present the income tax effects related to your adjustments to calculate and present Adjusted
Net Income. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

 Response : The Company respectfully acknowledges the
Staff's comment and advises the Staff that the income tax effects related to the adjustments to net income that are included in
adjusted net income are shown in the pro forma financial tables included within the Non-GAAP Financial Measures section on pages 80
and 81.

 Because the Company is not a C-corporation and does not recognize
U.S. income tax expense prior to the Reorganization, and because the adjustments relate to financial items realized through U.S. entities,
there are no income tax effects to the adjustments prior to considering the pro forma impact of the Reorganization.

 In the Reorganization, there will be a tax effect to each
of the adjustments to net income, and these are presented in the "Reorganization Adjustments" column for the year ended December 31,
2024 in the table shown on page80 and for the three months ended March 31, 2025 in the table shown on page 81. The adjustment
for Canaccede Exit Consideration will not have a tax effect as it is not considered to be tax deductible, and no tax deduction was included
for it in the tax effect included for the base net income shown in each table either.

 Results of Operations, page 79

 5. We note your disclosure on page 80 regarding total portfolio revenue trends. Please revise to provide a discussion of specific
revenue drivers and causes associated with changes in recoveries. Refer to Item 303(b)(2) of Regulation S-K.

 Response : The Company respectfully
acknowledges the Staff's comment and has updated the disclosure on pages 85, 90 and 97.

 Note 1. Organization, Description of Business and Summary of
Significant Accounting

 Policies, page F-19

 6. We note your disclosures
on page F-19 and also page F-22 that you have purchased performing receivable portfolios (i.e., Conn's) that exhibited more-than-insignificant
deterioration in credit quality at the time of acquisition and were accounted for as PCD assets under ASC 326. Further, your disclosure
on page F-19 indicates that you believe you will successfully collect a significant portion where the consumer will pay on a normal
schedule. Please provide us with an accounting analysis explaining the factors you considered, including but not limited to those described
in ASC 326-20-55-57 through 60, in your determination that these meet the definition of PCD.

 Response: The Company respectfully
acknowledges the Staff's comment, including analysis related paragraph ASC 326-20- 55-57 through 60. The Company determined the
Conn's portfolio purchase represented one collective pool with similar risk characteristics for purposes of assessing whether the
financial assets represent PCD assets as of the date of acquisition .

 In considering 55-57 through 60, the
following characteristics were identified as relevant to the Conn's portfolio purchase in concluding that the financial assets represent
PCD assets:

 a. Financial
assets that are delinquent as of the acquisition date;

 b. Financial
asset that have been downgraded since origination; and

 c. Financial
assets that have been placed on non-accrual status.

 May 23, 2025

 Page 5

 In evaluating the Conn's portfolio
total unpaid balances associated with receivables acquired were $567 million with a purchase price of $226 million. The significant discount
paid for the pools is an indicator of significant deterioration of the portfolios acquired as evidenced with more than half of the borrowers
being delinquent or having experienced an adverse credit event at the time of acquisition The discount of $340 million to par was attributable
primarily to the credit mark of $251 million with the remaining portion attributable to the interest mark of $89 million.

 In further consideration of ASC 326-20-55-4,
the following criteria were considered in our analysis of the purchased portfolio.

 ASC 326-20-55-4 a) The borrower's
financial conditions, credit rating, credit score, asset quality, or business prospects and borrower's ability to make scheduled
interest or principal payments.

 At the time of acquisition, the borrower's
ability to make scheduled interest or principal payments was in doubt as 53.2% of the population was delinquent, had been delinquent at
some point in time, the consumer credit score decreased from origination, or the terms of the loans were modified for non-payment. With
the closing of the stores limiting the payment channels previously available to the consumers, this would further reduce the ability of
the consumer to make scheduled interest or principal payments.

 ASC 326-20-55-4 f) The volume and
severity of past due financial assets and the volume and severity of adversely classified or rated financial assets.

 From late 2020 to first quarter 2024
before Conn's bankruptcy filing, charge-off trends show that, within like-for-like risk grades of the Conn's portfolio, charge-off
performance has continuously deteriorated with charge-off rates steadily increasing at a quicker rate than older vintages. This pattern
is ongoing, and we would expect originations in all risk populations to have continued deterioration over time compared to underwriting.
(See supporting charts below.)

 ASC 326-20-55-4 h) The entity's
lending policies and procedures, including changes in lending strategies, underwriting standards, collection, write-off, and recovery
practices, as well as knowledge of the borrower's operations or the borrower's standing in the community or environmental
factors of a borrower and the areas in which the entity's credit is concentrated.

 One of the underlying credit products
that was a revolving loan (store card) which allowed consumers to make purchases in stores. In June 2024, the lines of credit were
frozen which prevented consumers from making future purchases, and loans were put into a paydown posture. This not only reduced the available
credit of the consumers but reduced the utility and incentive to pay for the entire consumer population.

 May 23, 2025

 Page 6

 Consumers had access to in-store payment
options, which simplified payment routines and allowed consumers to easily pay with cash. All stores were closed at the time of portfolio
acquisition. The Installment Loan portfolio received approximately 25% of total payments, and the Revolving Loan portfolio received approximately
60% of payments via in-store channels prior to the Conn's bankruptcy filing in June 2024. The loss of these payment channels materially
reduces consumers' ability to repay as easily and effici