SecProbe.io

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 Document Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 June 10, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:          James Lopez Tonya Aldave John Spitz Michael Henderson Re:       Chime Financial, Inc. Amendment No. 1 to Registration Statement on Form S-1 Submitted June 2, 2025 CIK No. 0001795586 Ladies and Gentlemen: On behalf of our client, Chime Financial, Inc. (“ Chime ” or the “ Company ”), we submit this letter in response to the comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) provided orally in telephonic discussions with James Lopez and Tonya Aldave held on June 9, 2025 and relating to the above referenced Amendment No. 1 to Registration Statement filed on Form S-1 (the “ Registration Statement ”). In this letter, we have summarized the topic of the oral comments from the Staff in bold type and have followed the comments with the Company’s response. Oral Comments received on June 9, 2025 1. During the conversation with Mr. Lopez and Ms. Aldave, the Staff requested that the Company revise its Amended and Restated Bylaws to be in effect following the offering to indicate that the exclusive forum provision does not apply to actions brought under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consistent with the Company’s disclosure in the Registration Statement. In response to the Staff’s oral comment, the Company respectfully advises the Staff that, in lieu of revising its Bylaws, the Company will include disclosure in the risk factors of its Form 10-Q and Form 10-K filings informing investors that the exclusive forum provision in the Bylaws does not apply to actions brought under the Exchange Act. This disclosure is expected to be substantially consistent with the disclosure included on p. 68 of the Registration Statement. AUSTIN     BOSTON     BOULDER     BRUSSELS     HONG KONG     LONDON     LOS ANGELES     NEW YORK     PALO ALTO SALT LAKE CITY     SAN DIEGO     SAN FRANCISCO     SEATTLE     SHANGHAI     WASHINGTON, DC     WILMINGTON, DE U.S. Securities and Exchange Commission June 10, 2025 Page 2 2. During the conversation with Mr. Lopez and Ms. Aldave, the Staff inquired about the difference in the rates at which the Company earns interchange-based fees from credit versus debit transactions and asked if the Company evaluated including disclosure in period-over-period discussions of its results of operations indicating that interchange-based fees from credit card transactions tend to be higher than those from debit card transactions and that these higher rates are a driver of period-over-period changes in payments revenue. In response to the Staff’s oral comment, the Company respectfully advises the Staff that the Registration Statement, including on pages 86 and 102, contains disclosure about the percentage of total revenue generated from interchange-based fees from credit and debit card transactions, the percentage of Purchase Volume (as defined in the Registration Statement) from credit and debit card transactions and the fact that interchange-based fees from credit card transactions tend to be higher than interchange-based fees from debit card transactions, resulting in higher payments revenue recognized from credit card transactions than debit card transactions if each set of transactions were for the same amount of Purchase Volume (as defined in the Registration Statement). The Company advises the Staff that it does not believe further disclosure on the difference between the credit and debit interchange-based fees is necessary in view of the current split between payments revenue generated from debit card transactions and credit card transactions and the Company’s existing disclosure, including the disclosure referenced in the immediately preceding sentence. In connection with its preparation of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of future Exchange Act filings, the Company will continue to evaluate whether, and to what extent, it is appropriate to include additional disclosure regarding the difference in interchange-based fees from credit card transactions compared to debit card transactions in explaining period-over-period changes in payments revenue. ***** U.S. Securities and Exchange Commission June 10, 2025 Page 3 Please direct any questions regarding the Company’s responses or the Registration Statement to me at (415) 947-2195 or cconklin@wsgr.com. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Colin G. Conklin Colin G. Conklin cc: Christopher Britt, Chime Financial, Inc. Matthew Newcomb, Chime Financial, Inc. Adam Frankel, Chime Financial, Inc. Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C. Lisa L. Stimmell, Wilson Sonsini Goodrich & Rosati, P.C. David K. Lam, Wachtell, Lipton, Rosen & Katz Steven R. Green, Wachtell, Lipton, Rosen & Katz Byron B. Rooney, Davis Polk & Wardwell LLP Marcel R. Fausten, Davis Polk & Wardwell LLP Emily Roberts, Davis Polk & Wardwell LLP Peter Choi, Ernst & Young LLP

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 Document Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 June 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attn: James Lopez Tonya Aldave John Spitz Michael Henderson Re: Chime Financial, Inc. Registration Statement on Form S-1, as amended (File No. 333-287223) Request for Acceleration of Effective Date Requested Date: June 11, 2025 Requested Time: 4:00 p.m., Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Chime Financial, Inc. (the “ Company ”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-287223) so that it becomes effective as of 4:00 p.m. Eastern time on June 11, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, request by telephone that such Registration Statement be declared effective. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Act. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering. * * * * 2 Very truly yours, Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As representatives of the several Underwriters listed in Schedule I of the Underwriting Agreement By: Morgan Stanley & Co. LLC By: /s/ Ambreen Sayed Name: Ambreen Sayed Title: Executive Director, Technology Investment Banking Division By: Goldman Sachs & Co. LLC By: /s/ Danielle Freeman Name: Danielle Freeman Title: Managing Director By: J.P. Morgan Securities LLC By: /s/ Alaoui Zenere Name: Alaoui Zenere Title: Managing Director 3 cc: Christopher Britt, Chime Financial, Inc. Adam Frankel, Chime Financial, Inc. Apple Palarca, Chime Financial, Inc. Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C. Lisa L. Stimmell, Wilson Sonsini Goodrich & Rosati, P.C. Colin G. Conklin, Wilson Sonsini Goodrich & Rosati, P.C. David K. Lam, Wachtell, Lipton, Rosen & Katz Steven R. Green, Wachtell, Lipton, Rosen & Katz Byron B. Rooney, Davis Polk & Wardwell LLP Marcel R. Fausten, Davis Polk & Wardwell LLP Emily Roberts, Davis Polk & Wardwell LLP 4

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 Document June 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: James Lopez Tonya Aldave John Spitz Michael Henderson Re: Chime Financial, Inc. Registration Statement on Form S-1, as amended (File No. 333-287223) Request for Acceleration of Effective Date Requested Date: June 11, 2025 Requested Time: 4:00 p.m., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Chime Financial, Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-287223) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Rezwan Pavri at (650) 430-1175 or Colin Conklin at (415) 947-2195. * * * * Sincerely, Chime Financial, Inc. /s/ Matthew Newcomb Matthew Newcomb Chief Financial Officer cc:         Adam Frankel, Chime Financial, Inc. Apple Palarca, Chime Financial, Inc. Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C. Lisa L. Stimmell, Wilson Sonsini Goodrich & Rosati, P.C. Colin G. Conklin, Wilson Sonsini Goodrich & Rosati, P.C. David K. Lam, Wachtell, Lipton, Rosen & Katz Steven R. Green, Wachtell, Lipton, Rosen & Katz Byron B. Rooney, Davis Polk & Wardwell LLP Marcel R. Fausten, Davis Polk & Wardwell LLP Emily Roberts, Davis Polk & Wardwell LLP

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 Document Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 May 13, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:          James Lopez Tonya Aldave John Spitz Michael Henderson Re:       Chime Financial, Inc. Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted April 8, 2025 CIK No. 0001795586 Ladies and Gentlemen: On behalf of our client, Chime Financial, Inc. (“ Chime ” or the “ Company ”), we submit this letter in response to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) contained in its letter dated April 11, 2025, as well as in response to a comment from the Staff provided orally in telephonic discussions with James Lopez and Tonya Aldave held on April 11, 2025, in each case relating to the above referenced Amendment No. 4 to Draft Registration Statement confidentially submitted on Form S-1 (the “ Amendment No. 4 ”). On behalf of the Company, we are submitting via EDGAR this letter and have publicly filed a revised Registration Statement on Form S-1 (the “ Registration Statement ”). In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Amendment No. 4) and as specifically noted, all page references herein correspond to the pages of the Registration Statement. Amendment No. 4 to Draft Registration Statement on Form S-1 Risk Factors The multi-class structure of our common stock, page 68 1. We note your response to prior comment 4 and your disclosure in this risk factor that each of your co-founders will vote in their own discretion on any action requiring approval of your stockholders. Please add a separately captioned risk factor addressing the risk of deadlock and any resolution mechanism in situations when your co-founders may disagree and vote in ways that result in a deadlock. AUSTIN     BOSTON     BOULDER     BRUSSELS     HONG KONG     LONDON     LOS ANGELES     NEW YORK     PALO ALTO SALT LAKE CITY     SAN DIEGO     SAN FRANCISCO     SEATTLE     SHANGHAI     WASHINGTON, DC     WILMINGTON, DE U.S. Securities and Exchange Commission May 13, 2025 Page 2 The Company respectfully advises the Staff that it does not believe a deadlock is likely to present a material risk to the Company or its business because the Co-Founders are not expected to beneficially own an equal number of shares of the Company’s Class B common stock and there are limited situations in which the applicable stockholder vote under the Company’s governing documents will require more than a plurality vote or the vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on a matter. Further, the Company believes that the risk of a vote being equally split and resulting in a deadlock is the same as it would be for any other company that does not have a single party with majority voting power. To address the Staff’s comment, however, the Company has revised the disclosure on pages 60 and 66. Liquidity and Capital Resources, page 112 2. Please identify the "certain lenders" for the secured credit facility described here. The Company respectfully advises the Staff that it has revised the disclosure on pages 53 and 119 to address the Staff’s comment. Business Chime Workplace, page 163 3. We note the revised disclosure regarding Chime Workplace in response to prior comment 5. Noting the recent launch date for this product, please revise to clarify the nature of the employers with which you have agreements, the typical terms governing such arrangements, and their impact and intended impact to your business model, including, for example, acquisition of active members. The Company acknowledges the Staff’s comment and respectfully advises the Staff that Chime Workplace is not currently material to the Company’s business, financial condition, and results of operations and is not expected to become material to the Company’s business, financial condition, and results of operations in the near term. The Company has revised the disclosure on page 170 to provide additional detail regarding Chime Workplace to address the Staff’s comment. Principal Stockholders, page 230 4. Please revise footnotes 10, 12 and 13 to the beneficial ownership table on page 230 to name the natural persons who have voting and dispositive power over the shares owned by entities affiliated with DST Global, entities affiliated with AI Bells, and General Atlantic (CH), L.P. The Company respectfully advises the Staff that it has revised the disclosure on page 240 to address the Staff’s comment with respect to footnotes 10 and 13. The Company further advises the Staff that footnote 12 to Amendment No. 4 contains the name of the natural person (Len Blavatnik) who has voting and dispositive power over the shares owned by entities affiliated with AI Bells. U.S. Securities and Exchange Commission May 13, 2025 Page 3 Exhibits 5. We note your disclosure on pages 66 and 241 that the exclusive forum provision does not apply to actions brought under the Exchange Act of 1934. Please revise Article XIII in Exhibit 3.1 to make that clear or advise. The Company respectfully advises the Staff that the amended and restated certificate of incorporation attached as Exhibit 3.1 to the Registration Statement is the Company’s certificate of incorporation as currently in effect and that, as disclosed in Amendment No. 4., including on page 17, the Company will amend and restate its certificate of incorporation immediately prior to the completion of its initial public offering. The amended and restated certificate of incorporation to be in effect following the completion of the Company’s initial public offering will be filed as Exhibit 3.2 to a future amendment to the Registration Statement, and such certificate of incorporation will not include the exclusive forum provision noted by the Staff. The Company further advises the Staff that disclosure on pages 66, 67, 248, and 249 of Amendment No. 4 regarding the exclusive forum provision describes the provision that will be included in the Company’s amended and restated bylaws, which will become effective immediately prior to the completion of the Company’s initial public offering and which will be filed as Exhibit 3.4 to a future amendment to the Registration Statement. Oral Comment received on April 11, 2025 During the conversation with Ms. Aldave and Mr. Lopez, the Staff noted the recent filings made under the Exchange Act of 1934, as amended by The Bancorp, Inc., the parent company of the Company’s bank partner, The Bancorp Bank, N.A. The Staff indicated that it would appreciate the Company’s analysis as to whether any revised disclosure would be necessary to address risks to the Company related to these matters (the “ Bancorp 10-K/A Filing Matters ”). In response to the Staff’s oral comment, the Company respectfully advises the Staff that, as disclosed in The Bancorp, Inc.’s filings, the Bancorp 10-K/A Filing Matters related to accounting and financial reporting matters, and that the material weaknesses disclosed in The Bancorp, Inc.’s Form 10-K/A filed on April 7, 2025 relate to the design of controls related to (i) the completion of all closing procedures prior to the filing of a required periodic report with the Commission, and (ii) the evaluation of the accounting and financial reporting associated with the credit enhancement contained within a third-party agreement and the impact on the allowance for credit losses for consumer fintech loans. The Company further advises the Staff that the Bancorp 10-K/A Filing Matters have not had, and are not expected to have, a material impact on the Company’s day-to-day relationship with Bancorp or the Company’s business, financial condition, results of operations or prospects. As a result, the Company does not believe adding disclosure relating to the Bancorp 10-K/A Filing Matters would be material to an investor, but the Company will continue to monitor any future developments related to the Bancorp 10-K/A Filing Matters and, to the extent such matters may be likely to have a material impact on the Company, revise its future disclosures. ***** U.S. Securities and Exchange Commission May 13, 2025 Page 4 Please direct any questions regarding the Company’s responses or the Registration Statement to me at (650) 565-3574 or rpavri@wsgr.com. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Rezwan D. Pavri Rezwan D. Pavri cc: Christopher Britt, Chime Financial, Inc. Matthew Newcomb, Chime Financial, Inc. Adam Frankel, Chime Financial, Inc. Lisa L. Stimmell, Wilson Sonsini Goodrich & Rosati, P.C. Colin G. Conklin, Wilson Sonsini Goodrich & Rosati, P.C. Gordon W. Grafft, Wilson Sonsini Goodrich & Rosati, P.C David K. Lam, Wachtell, Lipton, Rosen & Katz Steven R. Green, Wachtell, Lipton, Rosen & Katz Byron B. Rooney, Davis Polk & Wardwell LLP Marcel R. Fausten, Davis Polk & Wardwell LLP Emily Roberts, Davis Polk & Wardwell LLP Peter Choi, Ernst & Young LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Christopher Britt
Chief Executive Officer
Chime Financial, Inc.
101 California Street, Suite 500
San Francisco, CA 94111

 Re: Chime Financial, Inc.
 Amendment No. 4 to Draft Registration Statement on Form S-1
 Submitted April 8, 2025
 CIK No. 0001795586
Dear Christopher Britt:

 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 April 3, 2025 letter.

Amendment No. 4 to Draft Registration Statement on Form S-1
Risk Factors
The multi-class structure of our common stock, page 68

1. We note your response to prior comment 4 and your disclosure in this
risk factor that
 each of your co-founders will vote in their own discretion on any action
requiring
 approval of your stockholders. Please add a separately captioned risk
factor
 addressing the risk of deadlock and any resolution mechanism in
situations when your
 co-founders may disagree and vote in ways that result in a deadlock.
 April 11, 2025
Page 2
Liquidity and Capital Resources, page 112

2. Please identify the "certain lenders" for the secured credit facility
described here.
Business
Chime Workplace, page 163

3. We note the revised disclosure regarding Chime Workplace in response to
prior
 comment 5. Noting the recent launch date for this product, please revise
to clarify the
 nature of the employers with which you have agreements, the typical
terms governing
 such arrangements, and their impact and intended impact to your business
model,
 including, for example, acquisition of active members.
Principal Stockholders, page 230

4. Please revise footnotes 10, 12 and 13 to the beneficial ownership table
on page 230 to
 name the natural persons who have voting and dispositive power over the
shares
 owned by entities affiliated with DST Global, entities affiliated with
AI Bells, and
 General Atlantic (CH), L.P.
Exhibits

5. We note your disclosure on pages 66 and 241 that the exclusive forum
provision does
 not apply to actions brought under the Exchange Act of 1934. Please
revise
 Article XIII in Exhibit 3.1 to make that clear or advise.

 Please contact Michael Henderson at 202-551-3364 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tonya Aldave at 202-551-3601 or James Lopez at
202-551-3536 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Rezwan Pavri, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Christopher Britt
Chief Executive Officer
Chime Financial, Inc.
101 California Street, Suite 500
San Francisco, CA 94111

 Re: Chime Financial, Inc.
 Amendment No. 4 to Draft Registration Statement on Form S-1
 Submitted March 28, 2025
 CIK No. 0001795586
Dear Christopher Britt:

 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 March 24, 2025 letter.

Amendment No. 4 to Draft Registration Statement on Form S-1
General

1. It appears that your two co-founders will control the company after the
initial public
 offering. Please clarify if you will be deemed a controlled company
under the listing
 standard and, if so, identify any exemptions you plan to take advantage
of.
2. We note the testimonials, for example beginning on page 130. Please tell
us how you
 identified the individuals you are highlighting in the testimonials.
Consider revised
 disclosure as necessary to ensure the presentation is balanced and
accurately places
 the information in context.
 April 3, 2025
Page 2

Glossary of Terms, page ii

3. We note the addition of three new products, Chime+, Instant Loans, and
Chime
 Workforce. Please revise or advise us why the glossary does not include
a short
 description of these products, similar to the description of your other
products.
Prospectus Summary, page 1

4. We note the reference to the co-founders "individually or together"
being able to
 determine or significantly influence any action requiring the approval
of your
 stockholders. Please revise here and where appropriate to clarify how
the relevant
 documents and parties would resolve potential conflicts in the event
there are
 disagreements between the co-founders.
Chime Workplace, page 161

5. We note your discussion of the new product, entitled Chime Workplace.
Please
 provide additional details about this product, specifically to clarify
the benefits and
 material risks, and to explain what you mean by your statement that it
is a "platform
 that was created to simplify benefits administration while boosting
employee
 participation and provide aggregated and measurable insights into the
financial health
 of their employees." Currently it is difficult to understand what is
meant by "an
 employee financial wellness solution."
Business
Bank Partnerships, page 208

6. We note your response to prior comment 8. We also note media articles
presenting
 available APY based on certain features, including 2% for standard users
who do not
 choose direct deposit. We also note your website refers to a "3.75% APY
on a high-
 yield savings account." Please revise or advise why these rates, or
ranges of recent
 rates made available to your members, are not material.
Description of Capital Stock, page 222

7. Please disclose the percentage of outstanding Class B shares your
co-founders must
 keep to continue to control the outcome of matters submitted to
shareholders for
 approval.
8. Please revise Conversion of Class B Common Stock and where appropriate
to explain
 the conversion features and the goal of these provisions in plain
English. Currently the
 legalese, defined terms such as Triggering Founder, and embedded
lists make the
 information difficult to understand. Please clarify the sunset
provisions that limit the
 lifespan of the high-vote class B shares. Also with respect to the
high-vote Class B
 shares, please revise the risk factor on page 59 or where appropriate to
describe the
 dilution and related risks to investors in the event of any future
issuances of high-vote
 Class B shares.
 April 3, 2025
Page 3

 Please contact Michael Henderson at 202-551-3364 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tonya Aldave at 202-551-3601 or James Lopez at
202-551-3536 with
any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
cc: Rezwan Pavri, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Christopher Britt
Chief Executive Officer
Chime Financial, Inc.
101 California Street, Suite 500
San Francisco, CA 94111

 Re: Chime Financial, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted March 12, 2025
 CIK No. 0001795586
Dear Christopher Britt:

 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 February 21, 2025 letter.

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

1. We note your response to prior comment 1 and how you distinguish the
Banking and
 Switcher Survey and other surveys--which you state were not provided by
experts--
 from the FS Vector Report, for which you provide a consent. To similarly
 differentiate between the FS Vector Report and the surveys cited in your
registration
 statement, please revise the description of the Banking and Switcher
Survey and other
 surveys to indicate, as was explained in your response letter, that the
third parties gave
 you consolidated information "based on criteria or questions provided
by" you.
 March 24, 2025
Page 2

Glossary of Terms, page ii

2. We note that you describe "MyPay" on page ii as a liquidity product that
allows your
 members to access up to $500 of their paycheck "for free within 24
hours, or instantly
 for a low fee." We also note that in the investor presentation dated
February 8, 2025
 you state that "MyPay instant transfer fee is $2 for any advance."
Please advise and, if
 applicable, revise your disclosure for consistency.
3. We note your response to comment 4 from our letter dated January 7, 2025
 indicating that primary account relationships occur when members set up
"direct
 paycheck deposit" accounts, unless they fall under the alternative part
of the definition
 involving 15 or more purchases using their Chime cards. Please revise
the definition
 to clarify, if true, that a qualifying deposit involves direct paycheck
deposit.
Summary, page 2

4. We note your response to prior comment 3. Please revise to identify
other financial
 technology competitors and, to the extent known, address the extent to
which the
 comparisons to traditional banks (e.g., 3 times and 5 times higher
cost-to-serve) are
 similar for your key financial technology competitors. In this regard,
we note based on
 your sales materials of "best-in-class" competitors that you also appear
to compete
 with Cash App, Nubank, PayPal, Klarna and Affirm.
Risk Factors
Fraudulent activity associated with our products, page 35

5. We note your revised disclosure in the last sentence of the first
paragraph that you
 "have suffered and expect to continue to suffer losses from fraudulent
activities." If
 material, please quantify the losses or advise.
We are subject to laws and regulations covering anti-corruption, page 48

6. We note your response to prior comment 10. It appears the statement that
"ChimeCore
 processes a portion of the payments, transfers, deposits, withdrawals,
and other
 financial transactions" and similar statements could be difficult to
understand in light
 of your other disclosure that Chime "does not currently engage as a
business in the
 transfer of funds" and "does not currently receive funds from or
transmit funds on
 behalf of members." Consistent with your response to prior comment 10,
please revise
 here, the definition of ChimeCore on page i and where appropriate to
clarify the
 difference between what you do in facilitating the processing of
payments as
 compared to what your operations do not involve (i.e., that they "...do
not involve
 receiving or transmitting funds...").

Business
Competition, page 167

7. We note your response to prior comment 3. Please also revise to identify
other
 neobanks or similar companies as your competitors. In this regard, we
note that you
 also appear to compete with Nubank, Klarna and others based on the
test-the-waters
 materials.
 March 24, 2025
Page 3

Bank Partnerships, page 169

8. We note your revised disclosure in this section that under the terms of
your bank
 partner agreements you earn interest on member deposits placed in the
deposit sweep
 programs, which you recognize as revenue, net of the interest paid to
[y]our
 members. If material, please quantify the approximate percentage of
interest paid to
 you and your members.
 Please contact Michael Henderson at 202-551-3364 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tonya Aldave at 202-551-3601 or James Lopez at
202-551-3536 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Rezwan Pavri, Esq.
</TEXT>
</DOCUMENT>

February 21, 2025
Christopher Britt
Chief Executive Officer
Chime Financial, Inc.
101 California Street, Suite 500
San Francisco, CA 94111
Re:Chime Financial, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 29, 2025
CIK No. 0001795586
Dear Christopher Britt:
            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 7, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.We note your response to comment 2. As the draft registration statement cites
information and reports that you attribute to third parties, and the reports were
commissioned by you, please revise to provide consents for each such third-party
report.
Summary
Overview, page 2
We note your response to prior comment 10 and revised disclosure regarding the 2.

February 21, 2025
Page 2
income of targeted customers. Please revise to further clarify the nature of your
typical customers, for example, whether prime, near prime, subprime, etc.
3.We note your response to comments 42 and 50. Your summary and business
disclosures continue to emphasize your "[w]e believe in free" model, particularly as
compared to traditional banks. We also note the disclosure on page 113
regarding other financial technology companies, whose fee practices "can vary." The
examples given appear to allow for an understanding that other financial technology
companies offer similar services with fees that are also substantially less than those of
traditional banks. Please revise here and business section to clarify. Additionally,
please revise Competition beginning on page 157 to identify financial technology
competitors, as it is unclear why you believe this is not material disclosure.
Digital-First Partnership Strategy, page 9
4.We note your response to prior comment 13. Please revise here or elsewhere as
appropriate to specify in narrative or quantitative terms the approximate percentage or
range of percentages of your member accounts held at each of the two banks. With a
view to clarifying disclosure, advise us of the amounts by type of account, such as
checking or savings accounts.
Risk Factors, page 21
5.We note your revised disclosure related to the Credit Builder and the fact that you
provide a credit card with a certain limit amount tied to the bank account that has the
same or similar balance with one of your bank partners. If material, please add risk
factor disclosure describing the risks to you if your members default on paying off
their credit cards and simultaneously withdraw funds from the bank partner accounts.
In the alternative, please explain, if applicable, how credit line limits on your Credit
Builder credit cards change if the members reduce their secured checking and saving
account balances.
6.We note your revised disclosure and response to prior comment 14. Please revise to
quantify the required minimum collateral and reserve account balances.
Liquidity Products, page 92
7.Please refer to prior comment 27. Given the interaction of your product collateral and
product obligation liability and the disclosure of the roll forward of your product
collateral provided on page 93, please also revise your filing to include a roll forward
of your product obligation liability for each period presented.
Platform-Related Revenue, page 93
8.We note your disclosure on page 94 that "[u]nder the terms of our applicable
contractual agreements with each bank partner, member deposits are either placed in
the interest community deposit sweep program or held by [y]our bank partners." With
a view to clarifying disclosure, if material, please advise us of the factors considered
and who makes the decision on whether and where member deposits are moved under
the sweep program.

February 21, 2025
Page 3
Our Market Opportunity
Addressing Additional Financial Needs of Everyday Americans, page 133
9.We note your disclosure here that "[b]y developing and introducing new products,
services, and features to address the additional financial needs of the 196 million
Americans [you] serve today, [you] believe [your] total addressable market (“TAM”)
can expand to a $312 billion annual revenue opportunity." Please revise this
disclosure:
•to clarify that you do not currently serve 196 million Americans because it does
not appear that you have that many clients to date; and
•it appears that your definition of the "total addressable market" or "annual revenue
opportunity" is the same as the entire size of the financial services market, which
is highly competitive with numerous participants; as such please either revise or
add balancing language in discussing the total addressable market here and
throughout the draft registration statement.
ChimeCore -- Our Proprietary Payment Processor and Ledger, page 148
10.We note your response to prior comment 48 and revised disclosure regarding
ChimeCore, including the statement on page 48 that Chime does not currently receive
funds from or transmit funds on behalf of members. Please reconcile with disclosure
elsewhere that a portion of member transactions are processed through ChimeCore.
Additionally, please revise here or where appropriate to address any plans to transition
credit card transactions to ChimeCore.
Risk Decisioning Platform, page 148
11.We note your response to prior comment 39 and your revisions made in this section.
Please revise further to clarify if your risk management and underwriting standards
are related and, if so, describe the relationship. State clearly who makes the final
decision on underwriting. In this regard, based on your revised disclosure, it appears
that you develop the standards, your bank partners approve them, and then you
implement or execute on the standards that have been agreed upon. Finally, briefly
describe your risk and underwriting standards.
Bank Partnerships, page 158
12.We note your response to prior comment 40 and the statement on page 160 that the
sweep account activities contribute to "the net revenue Chime earns based on high-
yield savings balances." Please revise this section to further clarify how the sweep
program contributes to your revenues.
13.We note your response to prior comment 47 and are unable to locate the following
revised disclosure. Please revise to disclose the material terms of the agreements with
your bank partners. Clarify generally how the interest rates are set and by whom on
the "high-yield savings accounts." Additionally, revise where appropriate to disclose
the material terms of the agreements with the card networks and payment gateways.
As stated in the response letter, please disclose the other nationally recognized
companies in addition to Visa.
Please briefly explain the term "omnibus account" when referring to accounts held at 14.

February 21, 2025
Page 4
your bank partners for the benefit of your members.
Regulation of Our Bank Partnership Model, page 162
15.We note your response to prior comment 37 and revised disclosure referencing
"policies and procedures." With a view to clarifying disclosure, please advise us of the
regulatory requirements or guidance relevant to such policies and procedures.
Consolidated Statement of Operations, page F-6
16.Please refer to prior comment 53. We note in your response that your technology and
development expenses are primarily related to your commitment to research and
investment in advancing technology and driving product innovation and that these
amounts are not directly tied to the generation of revenue and do not vary in direct
proportion to revenue. We also note disclosure on page 75 that your investments in
product innovation and your technology platform has fueled growth in your business,
as highlighted by the growth of gross profit and transaction profit presented in the
accompanying chart. As a result, please further explain why technology and
development expenses are excluded from cost of revenues, and therefore also from
gross profit and transaction profit, including as it relates to these measures as
indicators of your ability to scale efficiently. Please quantify the amount of and
describe the nature of any variable costs presented within your technology and
development expenses and provide additional detail for us regarding the nature of all
technology and development expenses as discussed on page 95.
Exhibits
17.We note your response to prior comment 55. Please disclose what other "third-party
software providers" you are referring to on page 4, 78, 108, 132, and 149. File the
agreement with Galileo Financial Services or other third parties as exhibits to the
registration statement and describe their material terms, or tell us why you do not
believe you are required to do so. Refer to Item 601 of Regulation S-K.
            Please contact Michael Henderson at 202-551-3364 or John Spitz at 202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tonya Aldave at 202-551-3601 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Rezwan Pavri, Esq.

January 7, 2025
Christopher Britt
Chief Executive Officer
Chime Financial, Inc.
101 California Street, Suite 500
San Francisco, CA 94111
Re:Chime Financial, Inc.
Draft Registration Statement on Form S-1
Submitted December 9, 2024
CIK No. 0001795586
Dear Christopher Britt:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
General
We note that in the summary section and throughout the draft registration statement
you refer to your "FDIC-insured bank partners," your members accessing "FDIC-
insured checking accounts" and "FDIC-insured high yield savings accounts." Please
revise throughout to address the following:
•add a clear statement in the summary and business sections that you are not an
FDIC-insured bank;
•add risk factor disclosure addressing material risks your members face by holding
their deposits with you, as opposed to holding their deposits with an FDIC-insured
bank;
add risk factor disclosure discussing the fact that unlike the situation with a bank •1.

January 7, 2025
Page 2
bankruptcy, the FDIC would not place you under receivership in the event of a
bankruptcy;
•clarify what you mean by your statement on page 134 that your "members have
deposit account agreement directly with [your] bank partners";
•clarify if your members can choose which of your two bank partners to hold their
debit or saving deposits with and if so, clarify also if they know their Bancorp or
Stride Bank issued checking and savings account numbers; and
•if your members do not have debit or savings account numbers for their accounts
at Bancorp or Stride, revise to make that clear and describe material risks
presented.
2.Based on disclosure in several sections of your prospectus, specifically pages 2
through 4, 6, 11, 58 and 100, it appears that you have commissioned multiple industry
surveys/reports from third party providers. On page 58, for example, you refer
specifically to the "Chime Banking," "Switcher Survey," and the "Service NPS
Surveys" commissioned by you. Please revise your disclosure throughout the draft
registration statement to identify all of the third party or parties who issued such
reports and file each party's consent as an exhibit to the registration statement. Refer
to Rule 436 of the Securities Act of 1933.
3.Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact Tonya K. Aldave at (202) 551-3601 to discuss
how to submit the materials, if any, to us for our review.
Glossary of Terms, page iii
4.Please revise here or where appropriate to clarify the following definitions and how
they relate to each other and your operations. For example, explain the following:
•how Attach Rates are different from Active Members. Are Attach Rates more
broadly defined in terms of what activities are counted?
•how transaction profit is different from cumulative transaction profit;
•whether "primary account relationship" or "primary financial relationship"
require members to set up a direct paycheck deposit account.  You also use
"central financial hub," "central hub" and similar terms, but it is unclear if these
are used synonymously with the defined terms; and
•the significance of sweep arrangements being with regional banks "in regions
where members live."
5.It appears that competitors use metrics similar to the ones appearing here, including
Active Member and Purchase Volume. Please revise here and page 72 to address the
extent to which your terms and definitions may be different from ones used by other
companies and include cautionary language, if appropriate.

January 7, 2025
Page 3
Prospectus Summary, page 2
6.Please revise your prospectus summary to include your net losses for the most recent
audited periods to provide a financial snapshot of your company and to balance the
disclosure in the summary.
7.In order for investors to understand how you interact with merchants, bank partners,
Chime members and other participants in the life cycle of your most significant
products, consider providing a graphical presentation of the card payment process for
Chime member's purchase transaction similar to what is currently presented on page
71. The presentation may permit investors to better understand your discussion of
your business model presented in the summary section.
8.We note the discussion on pages 90, 135 and elsewhere regarding your
revenues "based on high-yield savings balances." Please revise to clarify how you
earn revenue from relationships whereby your partner banks provide interest-bearing
savings accounts. Disclose the range of "high-yield' interest rates members are able to
receive based on historical rates.
9.We note the references on pages 8 and 9 to your differentiated approach and risk
decisioning platform for credit risk, and your "strong underwriting capabilities." We
also note the Risk Factor on page 30 discussing your risk management framework and
underwriting standards with respect to determining the availability and scale of
liquidity products, which "may not offer adequate protection against the risk of
nonpayment." Please revise here and Competition on page 133 to clarify any
competitive advantage you believe you have with respect to underwriting standards.
Please also revise Business to further clarify your standards and metrics used in
approving products, such as FICO scores and credit checks, if applicable.
10.We note references here and elsewhere contrasting your platform with traditional
banks, which you say focus on serving people with the largest deposits and highest
credit scores. Please clarify the type(s) of consumers that you target. For example, it is
unclear if most accounts are with prime, near prime, or subprime customers.
11.We note the risk factor on page 51 regarding executive officers and others owning a
percentage of shares that will allow them "to influence or control" matters requiring
approval by stockholders. Please revise to clarify if you will be a control company
under applicable listing standards.
We Solve for Critical Member Needs, page 7
12.Please briefly explain the automatic features "Round Ups" and "Save When I Get
Paid" and explain if members are automatically enrolled into these features and need
to proactively opt out if they do not want to participate in these features.
Digital-First Partnership Strategy, page 8
Noting your disclosure that you partner with two banks -- Bancorp Bank and Stride
Bank -- please revise here or elsewhere as appropriate to specify what percentage of
your member accounts is held at each of the two banks, including by type of
account, such as checking or savings accounts. In addition, describe material risks
associated with any possible concentration of deposits with one or both of your 13.

January 7, 2025
Page 4
partner banks.
Risk Factors, page 17
14.Please revise throughout Risk Factors to include quantitative and qualitative
information to put the particular risk in context. For example,
•revise the first risk factor on page 23 to quantify your net losses;
•explain what "service level commitments" are on page 26 and quantify the
approximate percentage of transactions processed via your proprietary payment
processor as compared to those of third parties. In this regard, we note the
reference on page 31 to "a portion of payment card transactions [at] a third-party
payment processor";
•where you state "there have been" instances or you "have in the past" experienced
situations discussed in Risk Factors (as on pages 26 and 27), clarify the extent to
which they had a material impact on your business or results of operations;
•quantify the ratios or covenants from your credit facility on page 46;
•identify the "certain liquidity products" and "certain minimum collateral and
reserve account balances" on page 46; and
•identify the "certain of our metrics and other figures" in the first risk factor on
page 48.
15.We note the discussion on page 37 regarding pass-through insurance and the risk of a
bank partner failing or entering receivership proceedings. Please expand your risk
discussion to also address the risk of non-bank third parties failing. It is unclear, for
example, if the risk of members seeking to hold you liable for deposits owed to them
may be greater in the event of a non-bank partner failing.
The CFPB has significant authority to regulate consumer financial services, page 37
16.Please revise the reference to "a subset of former members who received allegedly
delayed deposit-account-balance refunds" to provide further context. For example, it
is unclear if these were Pay Anyone payments that did not settle but were not
refunded to members. Please also revise the second risk factor on page 38 to clarify if
the February 2024 DFPI consent order was related to the March 2021 settlement
agreements with the DFPI.
We are subject to laws and regulations covering anti-corruption, anti-bribery, trade sanctions,
anti-money laundering, and similar laws, page 42
17.We note statements on your website that members can use Pay Anyone to instantly
pay friends through Chime, whatever bank account they use. Please reconcile with the
statement on page 42 that Chime "does not currently engage as a business in the
transfer of funds."
We use open source software in our products, page 45
18.We note your disclosure here that you use open source software in your products.
Please clarify whether the components that utilize AI are governed by those open
source licenses and address any related risks.

January 7, 2025
Page 5
Management's Disclosure and Analysis of Financial Condition
Payments-Driven Revenue Model, page 69
19.Please briefly explain what you mean by "SpotMe tips" here and on page 135. Clarify
how tips are "voluntary" and explain the extent to which there is an expectation from
members for something in return for their tips.
Our Focus on High Impact Innovation, page 69
20.We note that not all text in the two graphics that currently appear on pages 70 and 71
is legible. Please revise to include legible graphics.
Key Metrics and Non-GAAP Financial Measures, page 72
21.We note disclosure on page 71 of your intention to separately disclose the percentages
of revenues and Purchase Volume for interchange-based debit card transactions and
credit card transactions. Please revise your Key Metrics table on page 72 to separately
present Purchase Volumes for your debit card transactions and your credit card
transactions and also consider disclosing the number of transactions for each period
presented. Further, please consider disaggregating your Active Members disclosures
to separately present Active Members participation in your product offerings (i.e.
checking account, Chime Debit Card, Credit Builder Credit Card, etc.), which are
disclosed beginning on page 115.
22.Please revise Purchase Volume on page 72 to explain in plain language how Purchase
Volume is related to revenues. With respect to your non-payments revenues, clarify
the key contributors to "platform-related revenue" and consider using hypothetical
examples to demonstrate the flow of funds.
Adjusted EBITDA and Adjusted EBITDA Margin, page 78
23.Please revise your draft registration statement to discuss the "certain legal and
regulatory charges" included in your reconciliation of net loss to adjusted EBITDA
for each period presented.
24.Please revise your draft registration statement to disclose what comprises the Other
(income) expense, net adjustment in your net loss to adjusted EBITDA non-GAAP
reconciliation on page 79.
Our Ability to Increase Existing and New Product Adoption With Our Active Members, page
84
25.We note your disclosure that the adoption of Credit Builder by your Active Members
impacts your Average Revenue per Active Member ("ARPAM") because credit card
purchase transactions monetize at higher rates of interchange compared to debit cards.
Please revise your draft registration statement, within your Management's Discussion
and Analysis ("MD&A") and where appropriate, to elaborate on this statement and
discuss interchange fees and fee rates received from debit cards separately from credit
cards, the reason(s) for differences in interchange fees and fee rates and the related
impact to your revenues, and how it impacts your business and marketing for these
products.

January 7, 2025
Page 6
Liquidity Products, page 85
26.Please revise your disclosures here or elsewhere in your draft registration statement to
discuss in further detail your relationship with Primacy. Specifically, clearly disclose
whether Primacy represents an internally generated software or if you have entered
into a third party contractual arrangement for these services, and if so, the terms of
this contractual arrangement.
27.Please revise your draft registration statement here or elsewhere to provide a
rollforward of your product collateral line item for each period presented. Please
consider presenting this rollforward separately for both The Bancorp Bank N.A.
("Bancorp") and Stride Bank N.A. ("Stride") and revise to provide an explanation to
help in understanding the reason(s) for movements within this balance sheet line item.
Please also revise your draft registration statement to explain the relationship
between movements in your product collateral and product obligation liability.
28.We note disclosure that with respect to MyPay offered by Stride, historically Stride
has retained a portion and you have purchased a portion of the outstanding receivables
related to this product. Please revise your draft registration statement to disclose the
outstanding amounts of MyPay loans held, disclose where these loans are presented in
your financial statements, and explain how you determine the portion of these
outstanding receivables to purchase.
29.Please revise your draft registration statement to disclose the fees paid to Bancorp that
are determined based upon the outstanding balance of receivables that they hold under
their commitment to fund your MyPay and SpotMe products. Please also tell us and
revise your draft registration statement to disclose how these fees are determined,
whether you derive any revenues from these products, and where these fees and
related revenues, if any, are reflected in your financial statements.
Components of Our Results of Operations, page 86
30.We note your references to "third party partnership agreements through products such
as Experian Boost or [your] Offers Marketplace." Please revise to describe these
products.
Results of Operations, page 88
31.We note footnote 1 to your Consolidated Statement of Operations discloses $1.3
million of depreciation and amortization recorded in Cost of Revenues for the fiscal
year ended December 31, 2023. Please tell us and revise your draft registration
statement, where appropriate, to explain how you determine the depreciation and
amortization expenses recognized as a Cost of Revenue separately from the
depreciation and amortization expenses recognized as Operating Expenses.
Payments Revenue, page 90
We note disclosure that your payments revenue increased during fiscal year e