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 March 25, 2026

Rob O'Hare
Chief Financial Officer
Affirm Holdings, Inc.
650 California Street
San Francisco, California 94108

 Re: Affirm Holdings, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2025
 File No. 001-39888
Dear Rob O'Hare:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
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 Document Affirm Holdings, Inc. 650 California Street San Francisco, California 94108 (415) 960-1518 Via EDGAR March 19, 2026 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Marc Thomas and Robert Klein RE:        Affirm Holdings, Inc. Form 10-K for the Fiscal Year Ended June 30, 2025 File No. 001-39888 Dear Messrs. Thomas and Klein: This letter sets forth the responses of Affirm Holdings, Inc. (the "Company," "we," "our," or "Affirm") to the comments of the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission contained in the Staff's letter dated March 6, 2026 regarding the above-referenced filing. For the Staff's convenience, each comment is reproduced in bold below, followed by the Company's response. Form 10-K for the Fiscal Year Ended June 30, 2025 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 61 1. Please revise, in future filings, to provide a discussion of financial condition and changes in financial condition for the periods presented in accordance with Item 303(b) of Regulation S-K. As it relates to changes in your loan balance from period to period, include quantification and discussion of factors driving the change by loan product (e.g., Pay-in-X, 0% annual percentage rate (“APR”) monthly installment loans and interest-bearing monthly installment loans.). In this regard, we note that you quantify the percentage of GMV by loan product for each period on page 62. Response: The Company respectfully acknowledges the Staff's comment. In future filings, beginning with the Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026, we will revise the discussion of financial condition under Item 303(b) of Regulation S-K to provide disclosure of material period-over-period changes in our loan balances by product type, including quantification and discussion of the factors driving material changes. Results of Operations Comparison of the Years Ended June 30, 2025 and 2024, page 68 2. In future filings, please expand your discussion of period-over-period changes by revenue line item to also disclose changes in the weighted average fee rates, interest rates and expected weighted average loan duration, to the extent applicable or appropriate, for the differing loan portfolio products for each of the periods presented. In this regard, we note that your current discussion indicates a 31% increase in your merchant network revenue from June 30, 2024 to June 30, 2025, while GMV grew by 38% over the same periods. Similarly, we note that card network revenue grew by 53% while GMV grew by 45% over the same periods. Refer to Item 303(b)(2) of Regulation S-K. Response: The Company respectfully acknowledges the Staff's comment and advises the Staff that, beginning with the Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026, the Company will expand its MD&A discussion of period-over-period changes in revenue line items to decompose material changes into their rate and volume components, to the extent applicable and material. * * * * * * If you have any questions or require additional information regarding our response, please contact Josh Samples at josh.samples@affirm.com. Sincerely, /s/ Rob O’Hare Rob O’Hare Chief Financial Officer cc:         Katherine Adkins, Chief Legal Officer and Chief Compliance Officer, Affirm Holdings, Inc. Siphelele Jiyane, Chief Accounting Officer, Affirm Holdings, Inc. Brian Lane, Gibson, Dunn & Crutcher, LLP

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<TEXT>
 March 6, 2026

Rob O'Hare
Chief Financial Officer
Affirm Holdings, Inc.
650 California Street
San Francisco, California 94108

 Re: Affirm Holdings, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2025
 File No. 001-39888
Dear Rob O'Hare:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended June 30, 2025
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page 61

1. Please revise, in future filings, to provide a discussion of financial
condition and changes
 in financial condition for the periods presented in accordance with Item
303(b) of
 Regulation S-K. As it relates to changes in your loan balance from
period to period,
 include quantification and discussion of factors driving the change by
loan product
 (e.g., Pay-in-X, 0% annual percentage rate ( APR ) monthly
installment loans and
 interest-bearing monthly installment loans.). In this regard, we note
that you quantify the
 percentage of GMV by loan product for each period on page 62.
Results of Operations
Comparison of the Years Ended June 30, 2025 and 2024, page 68

2. In future filings, please expand your discussion of period-over-period
changes by
 revenue line item to also disclose changes in the weighted average fee
rates, interest rates
 and expected weighted average loan duration, to the extent applicable or
appropriate, for
 the differing loan portfolio products for each of the periods presented.
In this regard, we
 March 6, 2026
Page 2

 note that your current discussion indicates a 31% increase in your
merchant network
 revenue from June 30, 2024 to June 30, 2025, while GMV grew by 38% over
the same
 periods. Similarly, we note that card network revenue grew by 53% while
GMV grew by
 45% over the same periods. Refer to Item 303(b)(2) of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Marc Thomas at 202-551-3452 or Robert Klein at
202-551-3847 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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CORRESP
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Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Allen & Company LLC

711 Fifth Avenue

New York, New York 10022

January 11, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:         Affirm Holdings, Inc.

Registration Statement on Form S-1

Registration File No. 333- 250184

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”),
hereby join in the request of Affirm Holdings, Inc. (the “Company”) for acceleration of the effective
date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 4:00 PM,
Eastern Standard Time, on January 12, 2021 or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Skadden, Arps, Slate, Meagher & Flom LLP, may orally request via telephone call that such Registration Statement be
declared effective.

Pursuant to Rule 460 under the Act, we,
as the Representatives, wish to advise you that approximately 6,083 copies of the Preliminary Prospectus, dated January 5, 2021
and included in the above-referenced Registration Statement, as amended, were distributed during the period from January 5, 2021
through the date hereof, to prospective underwriters, institutions, dealers and others.

We, the undersigned, as the Representatives,
each confirm on behalf of ourselves and the other participating underwriters that we will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.

Very
truly yours,

MORGAN STANLEY & cO. LLC

Goldman Sachs & Co. LLC

ALLEN & COMPANY LLC

By:
MORGAN STANLEY & CO. LLC

By:
/s/ Rizvan
Dhalla

   Name:
Rizvan Dhalla

   Title:
Managing Director

    By:
    GOLDMAN SACHS & CO. LLC

    By:
    /s/ Rebecca Steinthal

       Name: Rebecca Steinthal

       Title: Managing Director

    By:
    ALLEN & COMPANY LLC

    By:
    /s/ Peter DiIorio

       Name: Peter DiIorio

       Title: General Counsel

[Signature Page to Underwriters’
Acceleration Request]

CORRESP
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AFFIRM HOLDINGS, INC.

650 California Street

San Francisco, California 94108

January 11, 2021

VIA EMAIL & EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:      Affirm
Holdings, Inc. (the “Company”)

Registration Statement on Form S-1 (Registration
No. 333-250184)

Dear Mr. Lamparski:

Pursuant to Rule 461(a) of the General Rules
and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-250184) be accelerated by the Securities and Exchange Commission to 4:00 p.m.
Washington D.C. time on January 12, 2021, or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Gregg Noel of Skadden, Arps, Slate, Meagher & Flom LLP at (650) 470-4540 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Affirm Holdings, Inc.

    By:
    /s/ Sharda Caro del Castillo

    Name:  Sharda Caro del Castillo

    Title:    Secretary

    cc:
    Skadden, Arps, Slate, Meagher & Flom LLP

    Gregg Noel and Michelle Gasaway

CORRESP
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Skadden,
Arps, Slate, Meagher & Flom llp

525
University avenue

        DIRECT DIAL

        (650) 470-4540

        DIRECT FAX

        (213) 621-5234

        EMAIL ADDRESS

        Gregg.Noel@skadden.com

        palo
        alto, California 94301-1908

        TEL: (650) 470-4500

        FAX: (650) 470-4570

        www.skadden.com

        December 14, 2020

        FIRM/AFFILIATE OFFICES

        BOSTON

        CHICAGO

        HOUSTON

        NEW YORK

        PALO ALTO

        WASHINGTON, D.C.

        WILMINGTON

        BEIJING

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        FRANKFURT

        HONG KONG

        LONDON

        MOSCOW

        MUNICH

        PARIS

        SÃO PAULO

        SEOUL

        SHANGHAI

        SINGAPORE

        TOKYO

        TORONTO

        VIA EDGAR

        Division of Corporation Finance

        Office of Trade & Services

        U.S. Securities and Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

 RE: Affirm Holdings, Inc.

Registration Statement on Form S-1

Filed November 18, 2020

File No. 333-250184

Ladies and Gentlemen:

On behalf of Affirm Holdings, Inc.
(the “Company”), we submit to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the
comments contained in the Staff’s letter dated December 10, 2020 on the Company’s Registration Statement on Form S-1
filed on November 18, 2020 (the “Registration Statement”).

Concurrently with the submission of this
letter, the Company is filing a revised Registration Statement on Form S-1 (“Revised Registration Statement”)
and certain exhibits via EDGAR to the Commission for review.

The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. We have included page references to the Revised Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Revised Registration Statement.

U.S. Securities and Exchange Commission

December 14, 2020

Page 2

Summary Consolidated Financial and Other Data

Key Operating Metrics and Non-GAAP Financial Measures

Contribution Profit, page 22

 1. We note you have reconciled the non-GAAP measure "Contribution Profit" to net loss. Please reconcile this measure
to the most directly comparable GAAP measure, gross margin, as calculated on a GAAP basis. Further, as you have presented Contribution
Profit as a Percent of GMV, please also present GAAP-based Gross Margin as a Percent of GMV. Please refer to Item 10(e)(1)(i)(A) of
Regulation S-K.

 2. We note from your response and revised disclosure that you have excluded amounts related to the purchase, investment, and
sale of loans. While it may be important to discuss the impact timing differences related to the recognition and amortization of
the discount on purchased loans has on Contribution Profit, it is unclear that your current presentation is compliant with Item
10(e) of Regulation S-K in that it appears that the exclusion of this activity creates an individually tailored pattern of
recognition and measurement. Refer to Question 100.04 of the Compliance and Disclosure Interpretation on Non-GAAP Measures.

 Response: The Company respectfully acknowledges the Staff’s comments 1 and 2 and as a result has revised the disclosure on pages 23-25,
82-83 and 90 of the Revised Registration Statement to reflect a change in the definition of contribution profit and made corresponding
changes to the reconciliation from operating loss to contribution profit. The Revised Registration Statement defines contribution
profit as operating loss plus the following operating expenses that are not closely correlated to, or variable with, the generation
of revenue in the period: (i) Technology and data analytics; (ii) Sales and marketing; (iii) General and administrative
expenses. The Company does not believe that the revised definition of contribution profit is a substitute for any GAAP measure
but helps readers understand the way the Company manages its business. Although the revised definition of contribution profit no
longer adds back Loss on loan purchase commitment, adjusts for the amortization of discount, nor adjusts for the unamortized discount
released on loans sold, the Company believes that the value of those adjustments is outweighed by the simplicity and usability
of the revised definition of contribution profit. The Company believes contribution profit would likely vary from a GAAP gross
profit measure, which the Company does not have and does not intend to adopt in the future. The Company uses contribution profit
to measure the marginal profitability of its business and therefore to assess performance, make strategic decisions and otherwise
manage its operations.

U.S. Securities and Exchange Commission

December 14, 2020

Page 3

The reconciliation of operating loss to contribution
profit set forth in the Revised Registration Statement is below:

    Fiscal Year Ended

June 30,
    Three Months Ended

September 30,

    2019
    2020
    2019
    2020

    (in thousands, except percent data)

    Operating loss
    $ (127,441 )
    $ (107,790 )
    $ (32,972 )
    $ (44,623 )

    Add back: Technology and data analytics
      76,071
      122,378
      25,368
      33,768

    Add back: Sales and marketing
      16,863
      25,044
      5,219
      22,582

    Add back: General and administrative
      88,902
      121,230
      27,704
      32,266

    Contribution
profit(1)
    $ 54,395
    $ 160,862
    $ 25,319
    $ 43,993

    GMV
    $ 2,620,059
    $ 4,637,220
    $ 861,306
    $ 1,475,929

    Contribution profit as a percentage of GMV
      2.1 %
      3.5 %
      2.9 %
      3.0 %

 (1) Contribution profit does not include adjustments related to: (i) the amortization of discount, which is recorded within
Interest income in the Consolidated Statements of Operations and Comprehensive Loss; or (ii) the unamortized discount released
on loans sold to third party loan buyers, which is released in full at the time of sale and recorded within Gain (loss) on sales
of loans in the Consolidated Statements of Operations and Comprehensive Loss. The following table details activity for the discount
included in loans held for investment for the periods indicated:

    Fiscal Year Ended
 June 30,
    Three Months Ended

September 30,

    2019
    2020
    2019
    2020

    (in thousands, except percent data)

    Balance at beginning of period
    $ 5,201
    $ 13,068
    $ 13,068
    $ 28,659

    Additions from loans purchased, net of refunds
      70,700
      157,426
      20,207
      58,143

    Amortization of discount
      (21,833 )
      (35,251 )
      (7,406 )
      (14,770 )

    Unamortized discount released on loans sold
      (41,000 )
      (106,584 )
      (12,682 )
      (15,997 )

    Balance at the end of the period
    $ 13,068
    $ 28,659
    $ 13,187
    $ 56,035

Risk Factors

Risks Related to Our Business and Industry

A large percentage of our revenue is concentrated…,
page 26

 3. We note your disclosure on page 26 that "an anticipated material modification in the merchant agreement with a
significant merchant partner could affect the results of our operations, financial condition, and future prospects." Please
elaborate on what is meant by the term "anticipated" and clarify whether you expect any material modifications to your
significant merchant agreements to occur.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 27-28 of the Revised
Registration Statement to provide additional clarity recent material modifications in the financial operations of a significant
merchant partner and how such modifications will affect the results of our operations.

U.S. Securities and Exchange Commission

December 14, 2020

Page 4

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operation, page 97

 4. We note your revised disclosures in response to our prior comment 7 and re-issue our comment in part. Please expand your
discussion of your results of operations for the periods presented to provide greater analysis to the reasons why increases in
merchant network revenue occurred.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 101 and 105 of
the Revised Registration Statement to provide greater analysis to the reasons why increases in merchant network revenue occurred.

Material Agreements

Shopify, page 121

 5. You disclose that you pay Shopify a fee for each sale processed through your platform. Please explain to us how you account
for these fees and your consideration of ASC 60610-32-25 in your treatment.

 Response: The Company respectfully acknowledges the Staff’s comment and advises that in practice, the Company enters into and executes
all contracts with eligible merchants and considers Shopify’s role as acting as a customer referral partner providing lead
generation services.

To determine how to account for the fees paid to
Shopify for each transaction processed through the Company’s technology platform, the Company first evaluated whether Shopify
is a customer or a vendor. The Company would consider Shopify as a customer if it determined that Shopify is the principal to eligible
merchants in providing the facilitation of credit service. The Company would consider Shopify as a vendor if it determined that
the Company is the principal to eligible merchants in providing the facilitation of credit service. The Company evaluated the customer
installment program agreement with Shopify pursuant to ASC 606 10-55-36, given the multitude of parties involved. The Company considers
its facilitation of credit service to be a single specified service provided to its customers, the eligible merchant.

Pursuant to ASC 606-10-55-36, the Company assessed
whether it controls the facilitation of credit service prior to them being transferred to the merchants. The Company considered
both the commercial intent and the contractual relationships of the Company and Shopify when making this assessment. The Company
determined that Shopify’s role under the agreement is to generate sales leads in exchange for payments in the form of fees
from the Company. Shopify’s intent is not to resell the Company’s facilitation of credit service to eligible merchants.
Shopify provides eligible merchants with access to its e-commerce platform and does not play a role in the loan transactions facilitated
by the Company. The Company enters into facilitation of credit service agreements directly with eligible merchants, which govern
their use of the services. As Shopify does not enter into agreements with eligible merchants in connection with the facilitation
of credit service, Shopify does not have the ability to grant the eligible merchants any rights to use this service. Further, eligible
merchants can benefit from Shopify’s e-commerce platform services independently from the Company’s facilitation of
credit service.

U.S. Securities and Exchange Commission

December 14, 2020

Page 5

The Company further considered the indicators of
control pursuant to ASC 606 10-55-39 and determined that it is primarily responsible for fulfilling the promise to facilitation
of credit service to eligible merchants. The Company also has the discretion in establishing pricing with eligible merchants under
the facilitation of credit service contracts it enters into with these merchants. While Shopify does have the ability to review
all contracts entered into between the Company and eligible merchants, it is not expected that Shopify will have unilateral rights
to determine pricing and will not reasonably prevent these contracts from being executed.

Based on its evaluation of ASC 606 10-55-36, the
Company has determined that it is the principal in providing facilitation of credit service to eligible merchants. Accordingly,
the Company does not consider Shopify as a customer pursuant to ASC 606 10-32-25 and instead has determined that Shopify is a vendor.
As such, the Company has accounted for fees paid to Shopify on a gross basis within Operating Expenses in its Consolidated Statements
of Operations and Comprehensive Loss, similar to payments made to other vendors for distinct services.

Description of Capital Stock

Certificate of Incorporation and Bylaws

Choice of Forum, page 185

 6. We note your amended disclosures in response to comment 10, and that you have filed your Form of Amended and Restated
Bylaws as Exhibit 3.4. In this regard, we note that your risk factor disclosure on page 64 and the exclusive forum provision
contained in Article IX of your Form of Amended and Restated Bylaws state that the federal district courts of the United
States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities
Act of 1933. However, your exclusive forum disclosure in your Description of Capital Stock section does not include language to
that effect. Please revise your disclosure to reconcile this inconsistency.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 189 of the Revised
Registration Statement to include the exclusive forum disclosure in its Description of Capital Stock section.

General

 7. We note your revised disclosures in response to our prior comment 15, and re-issue our comment in part. Please disclose
the source of your assertion that "[a] lack of transparency by traditional financial and payments institutions, ranging from
hidden penalties, hard to understand 'fine print,' and unwanted bundling of products, has led to an erosion of trust and a poor
consumer experience. These views are particularly acute for the over 160 million Gen Z and Millennials in the U.S., who prefer
to build trusted relationships with the brands with whom they engage and from whom they buy products and services." Alternatively,
please revise to describe this assertion as your belief, if true.

U.S. Securities and Exchange Commission

December 14, 2020

Page 6

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3 and 127 of the
Revised Registration Statement in response to the Staff’s comment.

Please contact me at (650) 470-4540 should
you require further information.

    Very truly yours,

    /s/ Gregg Noel

Via E-mail:

 cc: Affirm Holdings, Inc.

Sharda Caro del Castillo

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

Michelle Gasaway

United States securities and exchange commission logo
December 10, 2020
Max Levchin
Chief Executive Officer
Affirm Holdings, Inc.
650 California Street
San Francisco, CA 94108
Re:Affirm Holdings, Inc.
Registration Statement on Form S-1
Filed November 18, 2020
File No. 333-250184
Dear Mr. Levchin:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 18, 2020
Summary Consolidated Financial and Other Data
Key Operating Metrics and Non-GAAP Financial Measures
Contribution Profit, page 22
1.We note you have reconciled the non-GAAP measure "Contribution Profit" to net loss.
Please reconcile this measure to the most directly comparable GAAP measure, gross
margin, as calculated on a GAAP basis.  Further, as you have presented Contribution
Profit as a Percent of GMV, please also present GAAP-based Gross Margin as a Percent
of GMV.  Please refer to Item 10(e)(1)(i)(A) of Regulation S-K.
2.We note from your response and revised disclosure that you have excluded amounts
related to the purchase, investment, and sale of loans.  While it may be important to

 FirstName LastNameMax Levchin
 Comapany NameAffirm Holdings, Inc.
 December 10, 2020 Page 2
 FirstName LastNameMax Levchin
Affirm Holdings, Inc.
December 10, 2020
Page 2
discuss the impact timing differences related to the recognition and amortization of the
discount on purchased loans has on Contribution Profit, it is unclear that your current
presentation is compliant with Item 10(e) of Regulation S-K in that it appears that the
exclusion of this activity creates an individually tailored pattern of recognition and
measurement.  Refer to Question 100.04 of the Compliance and Disclosure Interpretation
on Non-GAAP Measures.
Risk Factors
Risks Related to Our Business and Industry
A large percentage of our revenue is concentrated . . ., page 26
3.We note your disclosure on page 26 that "an anticipated material modification in the
merchant agreement with a significant merchant partner could affect the results of our
operations, financial condition, and future prospects."  Please elaborate on what is meant
by the term "anticipated" and clarify whether you expect any material modifications to
your significant merchant agreements to occur.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operation, page 97
4.We note your revised disclosures in response to our prior comment 7 and re-issue our
comment in part.  Please expand your discussion of your results of operations for the
periods presented to provide greater analysis to the reasons why increases in merchant
network revenue occurred.
Material Agreements
Shopify, page 121
5.You disclose that you pay Shopify a fee for each sale processed through your platform.
Please explain to us how you account for these fees and your consideration of ASC 606-
10-32-25 in your treatment.
Description of Capital Stock
Certificate of Incorporation and Bylaws
Choice of Forum, page 185
6.We note your amended disclosures in response to comment 10, and that you have filed
your Form of Amended and Restated Bylaws as Exhibit 3.4.  In this regard, we note that
your risk factor disclosure on page 64 and the exclusive forum provision contained in
Article IX of your Form of Amended and Restated Bylaws state that the federal district
courts of the United States of America will be the exclusive forum for resolving any
complaint asserting a cause of action arising under the Securities Act of 1933.  However,
your exclusive forum disclosure in your Description of Capital Stock section does not
include language to that effect.  Please revise your disclosure to reconcile this
inconsistency.

 FirstName LastNameMax Levchin
 Comapany NameAffirm Holdings, Inc.
 December 10, 2020 Page 3
 FirstName LastName
Max Levchin
Affirm Holdings, Inc.
December 10, 2020
Page 3
General
7.We note your revised disclosures in response to our prior comment 15, and re-issue our
comment in part.  Please disclose the source of your assertion that "[a] lack of
transparency by traditional financial and payments institutions, ranging from hidden
penalties, hard to understand 'fine print,' and unwanted bundling of products, has led to an
erosion of trust and a poor consumer experience. These views are particularly acute for the
over 160 million Gen Z and Millennials in the U.S., who prefer to build trusted
relationships with the brands with whom they engage and from whom they buy products
and services."  Alternatively, please revise to describe this assertion as your belief, if true.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Amy Geddes at (202) 551-3304 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at (202) 551-4695 or Mara Ransom at (202) 551-3264 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gregg A. Noel

CORRESP
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SKADDEN,
ARPS, SLATE, MEAGHER
 & FLOM LLP

525 UNIVERSITY AVENUE

    PALO ALTO, CALIFORNIA 94301- 1908
    FIRM/AFFILIATE

    OFFICES

    ________
    -----------

    BOSTON

    TEL: (650) 470-4500
    CHICAGO

    FAX: (650) 470-4570

www.skadden.com
    HOUSTON

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    DIRECT DIAL
    -----------

    (650) 470-4540
    BEIJING

    BRUSSELS

    DIRECT FAX
    FRANKFURT

    (213) 621-5234
    HONG KONG

    EMAIL ADDRESS
    LONDON

    MOSCOW

    Gregg.Noel@skadden.com
    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    November 18, 2020
    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE: Affirm Holdings, Inc.

Draft Registration Statement on
Form S-1

Submitted October 8, 2020

CIK 0001820953

Ladies and Gentlemen:

On behalf of Affirm Holdings, Inc. (the
 “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated November 4, 2020 on the Company’s Draft Registration Statement on Form S-1 confidentially
submitted on October 8, 2020 (the “Draft Registration Statement”).

Concurrently with the submission of this
letter, the Company is filing a revised Registration Statement on Form S-1 (“Revised Registration Statement”)
and certain exhibits via EDGAR to the Commission for review. In addition to adding and revising disclosure in response to the Staff’s
comments, the Company has updated the Revised Registration Statement to include its unaudited consolidated financial statements
for the three months ended September 30, 2020 and related financial information.

The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. We have included page references to the Revised Registration Statement
where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Revised Registration Statement.

U.S. Securities and Exchange Commission

November 18, 2020

Page 2

Prospectus Summary, page 1

 1. Please consider using comparable periods of time when you describe the performance of your business or tell us why your use
of different periods of time is appropriate. For example, it appears that you are using your total number of consumers since inception
when comparing GMV since July 1, 2016 on page 2. As another example, you depict your proprietary risk model for February 2020,
however, it is not clear why you have selected this period. Also, on page 75, you discuss monthly cohort information since February
2016, however, it is not clear why you have selected this period.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 83 of the Revised Registration
Statement to discuss monthly cohort information beginning on July 1, 2016, so that the time period presented aligns with the disclosure
of the Company’s GMV net of refunds since July 1, 2016 and the disclosure of the Company’s dollar-based merchant retention
rate across each cohort that joined its platform since July 1, 2016 on page 129 of the Revised Registration Statement. With respect
to the selection of February 2020 as the month used in the depiction of the Company’s proprietary risk model on page 139
of the Revised Registration Statement, the Company advises the Staff that the month of February 2020 was chosen as it was the last
full month prior to the onset of the COVID-19 pandemic in the United States so as to eliminate any potential uncertainty as to
whether the data presented was impacted by the existence of the pandemic.

Further in response to the Staff’s
comment, the Company has reviewed the periods of time used to describe the performance of its business elsewhere in the Revised
Registration Statement. The Company advises the Staff that, except as noted above, the time periods used represent the most recent
periods for which the data being presented is available. For example, the repeat consumer data and the net promoter score data
on pages 2 and 124 of the Revised Registration Statement is the most recent data available because the Company measures that data
based on half fiscal year periods, and the second half of fiscal year 2020 was the Company’s most recent half fiscal year
completed. In addition, the January 2019 cohort was selected to illustrate the percentage of consumer repeat purchases at the same
merchant on page 129 of the Revised Registration Statement, and the 2019 calendar year was used to show the higher reported AOVs
compared to other payment methods on page 129 of the Revised Registration Statement, because those analyses are only run annually
at the end of each calendar year.

 2. On page 9, please provide an explanation that accompanies your Portfolio Net Charge-off chart to explain how to interpret the
data depicted. Similarly, on page 82 please quantify the GMV for each merchant cohort. And on page 84, please provide additional
narrative disclosure to explain the “Portfolio DQ” depicted.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 90, 93 and 139 of the
Revised Registration Statement to explain the Portfolio Net Charge-off chart, quantify GMV for each merchant cohort and explain
the Portfolio DQ chart.

U.S. Securities and Exchange Commission

November 18, 2020

Page 3

Summary Consolidated Financial and Other Data

Key Operating Metrics and Non-GAAP Financial Measures, page 20

 3. You define your non-GAAP measure “contribution profit” as total revenue less the direct costs of achieving that
revenue. You disclose that since there is a timing difference in the income statement recognition of the amortization or release
of discount on loans held for investment versus loans sold, adjusting out these items is a useful measure of your performance during
the current period. It is not clear why you believe this measure is informative of the economic return generated from the payments
volume facilitated through your platform. Please help us better understand how this measure is useful to investors. In your response,
please also address:

 · The timing difference cited above;

 · Why technology and data analytics are excluded from the
measure considering these costs appear to be directly related to revenue generation;

 · The basis for the following adjustments made in the reconciliation
to operating loss to arrive at contribution profit: (i) loss on loan purchase commitments; (ii) amortization of discount, which
is included in GAAP interest income, and (iii) unamortized discount released on loans sold to third-party loan buyers; and

 · Why only certain components of interest income are excluded
from contribution profit, and a description of the remaining components included as part of contribution profit and why.

 Response: The Company respectfully acknowledges the Staff’s comment and has provided additional details below. The Company has
revised the disclosure on pages 22, 23, 79 and 80 of the Revised Registration Statement to provide additional clarity on the measure,
why the Company believes this measure is informative, the timing differences mentioned, and the reason for excluding technology
and data analytics from the measure.

Overview of Contribution Profit

The Company views contribution
profit as a non-GAAP measure of the revenues generated by the Company’s platform less those operating costs closely correlated
to, and variable with, those revenue generating activities to measure the unit economics of the transactions facilitated by the
Company’s platform in the period. The operating costs that are directly attributable to revenue-generating activities consist
of the Company’s provision for credit losses, funding costs, and processing and servicing expenses as they vary with the
volume of transactions processed by the Company’s platform and changes in the balance of loans held for investment on the
Company’s consolidated balance sheet. The Company’s remaining operating expenses represent the costs of the design,
development, improvement, maintenance, and administration of the Company’s platform as a whole. Such costs are generally
fixed or are not closely correlated with revenues. In addition, there are certain timing differences in the recognition of certain
revenues and expenses associated with the Company’s relationship with their originating bank partners that do not reflect
the unit economics of transactions processed by the Company’s platform in the period presented. The Company believes that
adjusting for these timing differences provides investors with useful information about the Company’s unit economics in the
period and facilitates comparability of the Company’s financial performance between periods and against other operating metrics
such as GMV.

U.S. Securities and Exchange Commission

November 18, 2020

Page 4

Why technology and data
analytics are excluded from the measure considering these costs appear to be directly related to revenue generation?

The Company’s technology
and data analytics expenses are largely made up of the personnel costs of the Company’s engineering, product, and risk organizations
that are attributable to the delivery of the Company’s platform as a whole. These teams are focused on the design, development,
improvement, maintenance, and administration of the Company’s technology platform and proprietary risk scoring model. The
related personnel costs, including salaries and stock-based compensation, represented approximately 62% of the Company’s
overall technology and data analytics expenses for the fiscal year ended June 30, 2020. The remaining portion of these expenses
consists of costs incurred to support the Company’s infrastructure, cloud hosting, and operational data inputs to refine
the Company’s risk scoring model. Because most of these expenses are fixed or do not represent an incremental unit of cost
on a transaction processed on the Company’s platform, the Company has excluded them from the calculation of contribution
profit.

Discussion of timing differences
cited above

The Company purchases loans
from their originating bank partner that are processed through the Company’s platform and that their bank partner puts back
(i.e., sells) to the Company. Under the terms of the agreement with the Company’s originating bank partner, the Company is
generally required to pay the principal amount plus accrued interest for such loans. In certain instances, the Company’s
originating bank partner may originate loans with zero or below market interest rates. In these instances, the Company may be required
to purchase the loan for a price in excess of the fair market value of such loans, which results in a loss and a discount included
in the amortized cost basis of the loan.

When a merchant captures a transaction,
the Company recognizes merchant fees as revenue. Simultaneously, because the Company is obligated to purchase the loans that the
Company’s originating bank partner originates and puts to the Company, the Company recognizes a liability in an amount equal
to the difference between the purchase price and the loan’s fair value. The corresponding debit is recognized as a loss on
loan purchase commitment in the Company’s operating expenses. When the Company purchases the loan from the Company’s
originating bank partner, the Company presents the liability that the Company initially recorded as a reduction of the carrying
amount of the loan (i.e., discount). The accounting for the discount is dependent on whether the Company retains or sells the loan
and is described below.

U.S. Securities and Exchange Commission

November 18, 2020

Page 5

For loans the Company purchases
from the Company’s originating bank partner and then retains on the Company’s balance sheet, the Company recognizes
an expense associated with this loss on loan purchase commitment upfront. The Company then amortizes the loan discount into interest
income over the loan’s life. Since the recognition of interest income is associated with unwinding the discount created by
the initial loss on loan purchase commitment, the cumulative value of the interest income recognized and loss on loan purchase
commitment expense incurred equal one another and thus net to zero over the life of the loan. However, the recognition of the amortization
into interest income creates a timing difference relative to when the expense associated with the loss on loan purchase is incurred.
The Company believes that this timing difference obscures the unit economics of the transactions facilitated by the Company’s
platform and that adjusting for this timing difference provides investors useful information about the unit economics of the transactions
facilitated by the Company’s platform in the period.

For loans the Company purchases
from the Company’s originating bank partner and then sells to third-party loan buyers, the Company similarly recognizes an
expense associated with the loss on loan purchase commitment upfront as well as an amortization of loan discount recognized into
interest income for the period of a loan’s life in which it is held on the Company’s consolidated balance sheet, but
the Company releases the remaining unamortized discount in full when the loan is sold. The unamortized discount released at the
time of sale is recognized as part of the gain or loss on sales of loans. The aggregate value of all three of these mechanisms
(the initial loss, recognized interest income, and the discount released at the time of sale) net to zero over the life of the
loan. However, the timing of when the loan is sold and how long the loan is held on the balance sheet prior to being sold creates
a timing difference amongst the income statement impacts of loss on loan purchase commitment, interest income, and gain or loss
on sales of loans. As with loans the Company retains on the Company’s balance sheet, the Company believes that this timing
difference obscures the unit economics of the transactions facilitated by the Company’s platform and that adjusting for this
timing difference provides investors with useful information about the unit economics of the transactions facilitated by the Company’s
platform in the period.

The basis for the following
adjustments made in the reconciliation to operating loss to arrive at contribution profit:

(i) loss on loan purchase
commitment: As mentioned above, since the loss on loan purchase commitment that is recognized upfront (at the time the
merchant captures a transaction) and the associated amortization of the discount that is recognized over the life of the loan are
equal, there exists a timing difference that results in a net expense in the period in which the transaction occurs versus the
income that is amortized over the life of the loan. The Company believes that adjusting this net expense out of the calculation
of contribution profit provides investors with useful information about the unit economics of the transactions facilitated on the
Company’s platform during the period.

U.S. Securities and Exchange Commission

November 18, 2020

Page 6

(ii) amortization of discount:
As mentioned above, since the amortization of the discount created by the purchase of a loan at a price above the fair
market value of the loan is recognized into interest income over the life of the loan, but the corresponding loss on loan purchase
commitment is incurred upfront when the merchant captures the transaction, there exists a timing difference. This difference results
in income being recognized in the periods after the transaction is facilitated, while the loan is held for

United States securities and exchange commission logo
November 4, 2020
Max Levchin
Chief Executive Officer
Affirm Holdings, Inc.
650 California Street
San Francisco, CA 94108
Re:Affirm Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted October 8, 2020
CIK 0001820953
Dear Mr. Levchin:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed October 8, 2020
Prospectus Summary, page 1
1.Please consider using comparable periods of time when you describe the performance of
your business or tell us why your use of different periods of time is appropriate.  For
example, it appears that you are using your total number of consumers since inception
when comparing GMV since July 1, 2016 on page 2.  As another example, you depict
your proprietary risk model for February 2020, however, it is not clear why you have
selected this period.  Also, on page 75, you discuss monthly cohort information since
February 2016, however, it is not clear why you have selected this period.
2.On page 9, please provide an explanation that accompanies your Portfolio Net Charge-off
chart to explain how to interpret the data depicted.  Similarly, on page 82 please quantify

 FirstName LastNameMax Levchin
 Comapany NameAffirm Holdings, Inc.
 November 4, 2020 Page 2
 FirstName LastNameMax Levchin
Affirm Holdings, Inc.
November 4, 2020
Page 2
the GMV for each merchant cohort.  And on page 84, please provide additional narrative
disclosure to explain the "Portfolio DQ" depicted.
Summary Consolidated Financial and Other Data
Key Operating Metrics and Non-GAAP Financial Measures, page 20
3.You define your non-GAAP measure "contribution profit" as total revenue less the direct
costs of achieving that revenue.  You disclose that since there is a timing difference in the
income statement recognition of the amortization or release of discount on loans held for
investment versus loans sold, adjusting out these items is a useful measure of your
performance during the current period.  It is not clear why you believe this measure is
informative of the economic return generated from the payments volume facilitated
through your platform.  Please help us better understand how this measure is useful to
investors.  In your response, please also address:
•The timing difference cited above;
•Why technology and data analytics are excluded from the measure considering these
costs appear to be directly related to revenue generation;
•The basis for the following adjustments made in the reconciliation to operating loss to
arrive at contribution profit: (i) loss on loan purchase commitments; (ii) amortization
of discount, which is included in GAAP interest income, and (iii) unamortized
discount released on loans sold to third-party loan buyers; and
•Why only certain components of interest income are excluded from contribution
profit, and a description of the remaining components included as part of contribution
profit and why.
Risk Factors
"We identified a material weakness in our internal control over financial reporting...", page 44
4.Please identify the COSO framework used in your evaluation of internal control over
financial reporting.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Key Operating Metrics and Non-GAAP Financial Measures, page 78
5.Tell us whether you track new consumers and, if so, please quantify this amount for recent
periods here.  In this regard, we note your risk factor on page 22 indicating your need to
attract new consumers.
Factors Affecting Our Performance, page 80
6.We note that your disclosure indicates that you have recently partnered with Shopify and
Adyen.  Please elaborate upon why these partnerships are considered key ones and, if
material to an understanding of these partnerships, revise your disclosure to discuss the
material terms of any agreements with these entities.  In this regard, we also note that you
highlight your top merchant partner, Peloton, in your risk factor disclosure.  Please revise

 FirstName LastNameMax Levchin
 Comapany NameAffirm Holdings, Inc.
 November 4, 2020 Page 3
 FirstName LastName
Max Levchin
Affirm Holdings, Inc.
November 4, 2020
Page 3
to explain how you would characterize your relationship with Peloton, as compared to the
ones disclosed in this section, and disclose the material terms of any agreements you have
with Peloton.  If your business is substantially dependent upon any of these arrangements,
please file any agreements as exhibits pursuant to Item 601(b)(10) of Regulation S-K.
Results of Operations, page 88
7.Please expand your discussion of your results of operations for the periods presented to
provide greater analysis to the reasons why increases in total revenue, merchant network
revenue, virtual card network revenue, and interest income occurred.  Also, please revise
to specifically discuss the change in total revenue, merchant network revenue, virtual card
network revenue, and interest income attributable to new and existing customers.  In this
regard, we note your disclosure that "[a]pproximately 70% of the loans in the second half
of fiscal year 2020 were taken out by repeat users."

Liquidity and Capital Resources
Cash Flows
Operating Activities, page 95
8.Your analysis appears to emphasize how cash used in operating activities was derived for
each period presented and the noncash items therein.  Please note your analysis should
discuss the material factors causing a material change in operating cash
between comparable periods pursuant to Instruction 4 to Item 303(a) of Regulation S-K.
In this regard, cash used in operating activities decreased in fiscal 2020 compared to
fiscal 2019, yet the only factor cited is an increase in net cash outflows from sales and
purchases of loans held for sale in 2020 versus 2019.  In performing your analysis, refer to
section IV.B.1 of Release No. 33-8350 for guidance, and quantify all variance factors
cited pursuant to section 501.04 of the staff’s Codification of Financial Reporting
Releases.
Contractual Obligations, page 97
9.In note 3 to your contractual obligations table you disclose that "[i]n May 2020,
[you] entered into a three year agreement with a third-party services provider for cloud
computing and hosting services which included annual spending commitments."  Based
on this table, it appears that you have an annual spending commitment with your web
services provider in the amount of $31,667.  As a related matter, in your risk factor
disclosure on page 32, you disclose that you are "solely reliant on [y]our agreement with
[y]our cloud computing web services provider for the provision of cloud infrastructure
services to support [y]our platform."  Please revise your disclosure to discuss the material
terms of your agreement with your web services provider and, as applicable, file your
agreement as an exhibit.

 FirstName LastNameMax Levchin
 Comapany NameAffirm Holdings, Inc.
 November 4, 2020 Page 4
 FirstName LastName
Max Levchin
Affirm Holdings, Inc.
November 4, 2020
Page 4
Choice of Forum, page 149
10.Clarify whether your exclusive forum provision appears in your amended and restated
certificate of incorporation or bylaws or both.  Please ensure that the exclusive forum
provision clearly states that your provision does not apply to Securities Act claims and
does not apply to Exchange Act claims, or tell us how you will inform future investors of
the provision's limited applicability.
Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Loss, page F-5
11.Please tell us your basis for including the "gain (loss) on sales of loans" as total revenue.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Unaudited Pro Forma Presentation, page F-10
12.You disclose here the unaudited pro forma basic and diluted net loss per share attributable
to common stockholders in the consolidated statements of operation for the year ended
June 30, 2020 have been prepared as if the proposed IPO and noted effects had occurred
on June 30, 2020.  Please explain to us why reflecting these as if they occurred at the end
of the fiscal year rather than at the beginning is appropriate.  In connection with this,
please provide us with how the pro forma weighted average number of shares shown in
note 19 for each of the items in the denominator was computed.
General
13.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.  Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
14.Please disclose the basis for all your assertions about your competitive position within
your industry.  If you do not have appropriate independent support for a statement, please
revise the language to make clear that this is your belief based upon your experience in the
industry, if true.  For example, please disclose the basis for your assertion that "[y]our
ability to effectively price credit risk is one of [y]our core competitive advantages."
15.Please disclose the source of the following assertions in your prospectus or revise to
describe them as your belief, if true:
•"The spending power of this new generation of consumers continues to expand
significantly, reaching over $2.5 trillion in 2020. Most importantly, these consumers
are also increasingly looking to solutions like 'buy now pay later' as superior, more

 FirstName LastNameMax Levchin
 Comapany NameAffirm Holdings, Inc.
 November 4, 2020 Page 5
 FirstName LastName
Max Levchin
Affirm Holdings, Inc.
November 4, 2020
Page 5
transparent payment options that match their demand for technology and mobile first-
solutions. This trend has been accelerated by an erosion of trust in legacy financial
institutions as consumers look to mission-driven technology companies for new
financial products" (see pages 2 and 103);
•"A lack of transparency by traditional financial and payments institutions, ranging
from hidden penalties, hard to understand 'fine print,' and unwanted bundling of
products, has led to an erosion of trust and a poor consumer experience. These views
are particularly acute for the over 160 million Gen Z and Millennials in the U.S., who
prefer to build trusted relationships with the brands with whom they engage and from
whom they buy products and services" (see pages 3 and 104);
•"[A]pproximately 25% of Millennials do not carry credit cards" (see pages 3 and
105);
•"Debit cards also do not meet the buying needs of many consumers" (see pages 3 and
105); and
•"U.S. e-commerce sales were approximately $600 billion in 2019, growing at 15%
compared to the previous year" (see pages 12 and 115).
16.Your disclosures indicate that you have entered into agreements with Cross River Bank
and that you originate a substantial majority of the loans through your platform with Cross
River Bank.  Please revise your disclosures to provide the material terms of this
arrangement.  Please also file any such agreements as exhibits.  See Item 601(b)(10) of
Regulation S-K.
            You may contact Amy Geddes at (202) 551-3304 or Doug Jones at (202) 551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at (202) 551-4695 or Mara Ransom at (202) 551-3264 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gregg A. Noel