SecProbe.io

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 June 16, 2025

Brian Finn
Chief Investment Officer
Findell Capital Management LLC
88 Pine Street, 22nd Fl.
New York, NY 10005

 Re: Findell Capital Management LLC
 Oportun Financial Corporation
 Additional Soliciting Material filed June 3 and 5, 2025, by Findell
Capital
 Management LLC et al.
 File No. 001-39050
Dear Brian Finn:

 We have reviewed your filings 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

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

General

1. The letter to shareholders issued on June 3, 2025, and filed as
additional soliciting
 material states that:

 "legacy directors who control the majority of the Board have no
lending
 experience and share close personal and professional ties with CEO
Raul
 Vazquez";
 "Mr. Vazquez has worked to destroy a great lending business";
 "the Board s self-defeating and entrenching behavior has made
it clear to us that
 the main goal of the legacy directors is not delivering stockholder
value,
 but preventing industry experience and independence from having a
real voice in
 the boardroom";
 "management decisions would have bankrupted the Company without
Findell s
 June 16, 2025
Page 2

 involvement"; and
 "[a]mong the legacy Board members, there are many overlapping
personal and
 professional relationships with each other and with CEO Vazquez
that raise
 serious questions about the ability of these directors to provide
appropriate
 oversight. For example, Mr. Vazquez is a board member of Intuit
and oversaw
 Mr. Williams and Ms. Lee in that capacity."

 Such statements appear to impugn the character, integrity and personal
reputation of
 Mr. Vazquez and the Board without adequate factual foundation. Please
do not use
 these or similar statements in soliciting materials without providing
a proper factual
 foundation for the statements. In addition, as to matters for which
the filing persons do
 have a proper factual foundation, please avoid making statements about
those matters
 that go beyond the scope of what is reasonably supported by the
factual foundation.
 Please note that characterizing a statement as one s opinion or
belief does not
 eliminate the need to provide a proper factual foundation for the
statement; there must
 be a reasonable basis for each opinion or belief that the filing
persons express. Please
 refer to Note (b) to Rule 14a-9.
Additional Soliciting Material filed June 5, 2025
Item 1

2. We note the following statements:

 "Ms. Lee and the Rest of the Legacy Directors Have Overseen
Massive Value
 Destruction and Lack Lending Experience, Making Them
Underqualified to Serve
 as Lead Independent Director";
 "the legacy directors [ ] collectively appear interested only in
entrenching
 themselves and ignoring the best interests of Oportun"; and
 "these legacy directors are unqualified to serve on this board,
let alone serve as
 lead independent director."

 Refer to our prior comment above. Please do not use these or similar
statements in
 your filings without providing a proper factual foundation. Please
refer to filing
 persons' obligations under Exchange Act Rule 14a-9.

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.
 June 16, 2025
Page 3

 Please direct any questions to Laura McKenzie at 202-551-4568 or Perry
Hindin at
202-551-3444 .

 Sincerely,

 Division of Corporation
Finance
 Office of Mergers &
Acquisitions
cc: Andrew Freedman
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 May 14, 2025

Brian Finn
Chief Investment Officer
Findell Capital Management LLC
88 Pine Street, 22nd Fl.
New York, NY 10005

 Re: Findell Capital Management LLC
 Oportun Financial Corp
 Preliminary Proxy Statement filed May 7, 2025, by Findell Capital
Management
 LLC, Findell Capital Partners LP, Finn Management GP LLC, Brian
Finn, and
 Warren Wilcox
 File No. 001-39050
Dear Brian Finn:

 We have reviewed your filing 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

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

Preliminary Proxy Statement filed May 7, 2025
Reasons for the Solicitation, page 13

1. We note your statement in the fourth bullet on page 14 that you "believe
Oportun
 should be able to achieve 8-10% pre-tax ROA." Please describe how you
reached this
 conclusion, including a description of any assumptions and specific
citations to
 underlying information.
2. We note that the disclosure in the first paragraph on page 16 regarding
the Company's
 acquisition of Digit appears to impugn the character, integrity and
reputation of the
 Board without adequate factual foundation. Please do not use these or
similar
 statements without providing a proper factual foundation for the
statements.
 Statements that purport to know the motivation or intent of another
soliciting party
 may be difficult to support and should be reconsidered, absent adequate
factual
 May 14, 2025
Page 2

 foundation. In addition, as to matters for which the filing persons do
have a proper
 factual foundation, please avoid making statements about those matters
that go
 beyond the scope of what is reasonably supported by the factual
foundation. Please
 refer to Note (b) to Rule 14a-9. Please revise your proxy statement
accordingly
 and refrain from including such statements in future materials.

Solicitation of Proxies, page 28

3. Please fill in the blanks in this section.
General

4. Please revise your proxy statement in light of the changes to the Board
announced by
 the Company in its press release dated May 7, 2025, and subsequently
filed as
 soliciting materials on May 8, 2025.
5. Please disclose which Company nominee you do not oppose and explain why
you
 have chosen not to oppose such nominee instead of another Company
nominee.
6. We note that on page 2 you refer to both a white voting instruction form
and a gold
 voting instruction form. Please revise to ensure all proxy materials are
described
 consistently throughout your proxy statement.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Laura McKenzie at 202-551-4568 or Perry
Hindin at
202-551-3444.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
cc: Andrew Freedman
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 March 28, 2025

Brian Finn
Chief Investment Officer
Findell Capital Management LLC
88 Pine Street, 22nd Fl.
New York, NY 10005

 Re: Findell Capital Management LLC
 Oportun Financial Corp
 DFAN14A filed March 20, 2025, by Findell Capital Management LLC,
Findell
 Capital Partners LP, Finn Management GP LLC, and Brian Finn
 File No. 001-39050
Dear Brian Finn:

 We have reviewed your filing and have the following comment. In our
comment, we
may ask you to provide us with information so we may better understand your
disclosure.

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

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

Soliciting Material filed pursuant to Exchange Act Rule 14a-12
General

1. Your open letter includes the following statement "At a conversative
market multiple
 of 6-7X earnings, Oportun would be worth $22-33 a share in short order,
and that
 multiple could expand." Valuation claims included in proxy materials
"[are] only
 appropriate and consonant with Rule 14a-9 under the Securities Exchange
Act of 1934
 when made in good faith and on a reasonable basis and where accompanied
by
 disclosure which facilitates shareholders' understanding of the basis
for and the
 limitations on the projected realizable values." Refer to Exchange Act
Release No.
 16833 (May 23, 1980). Please provide us with your analysis supporting
your
 statement, including any assumptions, qualifications, or limitations. In
addition,
 please confirm that the next solicitation subject to becoming a
publicly-filed
 communication will include the basis for and limitations on such
statements in
 accordance with the cited interpretive release, or advise.
 March 28, 2025
Page 2

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Laura McKenzie at 202-551-4568 or Perry
Hindin at
202-551-3444.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
cc: Andrew Freedman
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CORRESP
1
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    December 31, 2024

    VIA EDGAR

            U.S. Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

            Washington, D.C. 20549-3720

            Attn: Madeleine Joy Mateo

            Re:

            Oportun Financial Corporation

            Registration Statement on Form S-3

            File No. 333-283989

            Filed on December 20, 2024

            Acceleration Request

            Requested Date:

            January 3, 2025

            Requested Time:

            4:00 p.m. Eastern Time, or as soon thereafter as practicable

    Ladies and Gentlemen:

    Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Oportun Financial Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-283989) (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 Amanda Urquiza at (650) 849-3032.

            Sincerely,

            Oportun Financial Corporation

            By:

            /s/ Jonathan Coblentz

            Jonathan Coblentz

            Chief Financial Officer

            cc:

            Kathleen Layton

            Pamela Lujan

            Oportun Financial Corporation

            Robert Day

            Amanda Urquiza

            Wilson Sonsini Goodrich & Rosati, P.C.

December 30, 2024
Raul Vazquez
Chief Executive Officer
Oportun Financial Corporation
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corporation
Registration Statement on Form S-3
Filed December 20, 2024
File No. 333-283989
Dear Raul Vazquez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Amanda Urquiza, Esq.

CORRESP
1
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Document

May 25, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn:  Robert Arzonetti

Re:  Oportun Financial Corporation

  Registration Statement on Form S-3

  File No. 333-271594

  Filed on May 3, 2023

Acceleration Request

  Requested Date: May 25, 2023

  Requested Time: 9:00 a.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Oportun Financial Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-271594) (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 Amanda Urquiza at (650) 849-3032.

Sincerely,

Oportun Financial Corporation

By:  /s/ Jonathan Coblentz

  Jonathan Coblentz

  Chief Financial Officer

cc:

 Kathleen Layton

 Pamela Lujan

 Oportun Financial Corporation

 Robert Day

 Amanda Urquiza

 Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
May 22, 2023
Raul Vazquez
Chief Executive Officer
Oportun Financial Corporation
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corporation
Registration Statement on Form S-3
Filed May 3, 2023
File No. 333-271594
Dear Raul Vazquez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Robert Arzonetti at (202) 551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert G. Day, Esq.

CORRESP
1
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CORRESP

 September 23, 2019

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attn:
 Erin Purnell

Michael Clampitt

 David Irving

 Gus Rodriguez

Re:
 Oportun Financial Corporation

Registration Statement on Form S-1, as amended (File No. 333-232685)

Request for Acceleration of Effective Date

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 (the “Underwriters”), hereby join in the request of Oportun Financial Corporation (the
“Company”) with respect to the effective time of the above-referenced Registration Statement so that it will become effective 4:00 p.m. Eastern time, on September 25, 2019 or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Cooley LLP, may orally request via telephone call that such Registration Statement be declared effective.

In connection with this acceleration request and pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish
to advise you that approximately 1,115 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from September 16, 2019 through the date hereof, to prospective
underwriters, institutions, dealers and others.

 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.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

 Barclays Capital Inc.

 J.P. Morgan
Securities LLC

 Jefferies LLC

on behalf of themselves and as representatives of the Underwriters

BARCLAYS CAPITAL INC.

By:

    /s/ Jaime Cohen

Name: Jaime Cohen

Title: Managing Director

J.P. MORGAN SECURITIES LLC

By:

    /s/ Drummond S. Rice

Name: Drummond S. Rice

Title: Executive Director

JEFFERIES LLC

By:

    /s/ Andrea H. Lee

Name: Andrea H. Lee

Title: Managing Director

CORRESP
1
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CORRESP

 OPORTUN FINANCIAL CORPORATION

2 Circle Star Way

 San Carlos, CA
94070

 VIA EDGAR

 September 23, 2019

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Erin Purnell

 Michael Clampitt

 David Irving

 Gus Rodriguez

RE:
 Oportun Financial Corporation

 Registration Statement on Form S-1, as amended (File No. 333-232685)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Oportun Financial Corporation (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate
the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of
4:00 p.m. Eastern time, on September 25, 2019, or as soon thereafter as possible, or at such later time as the Registrant may request by telephone to the Staff. The Registrant hereby authorizes each of Eric Jensen, Robert Phillips, Calise Cheng
and Clark Chu of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective,
please orally confirm that event with Calise Cheng of Cooley LLP at (650) 843-5172 or, in her absence, Clark Chu of Cooley LLP at (650) 843-5953.

Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Registrant’s request for
acceleration of the effectiveness of the Registration Statement.

 [Signature page follows]

Very truly yours,

Oportun Financial Corporation

/s/ Jonathan Coblentz

By:

Jonathan Coblentz

Title:

Chief Financial Officer and

Chief Administrative Officer

 [Signature Page to Company’s Acceleration Request]

May 28, 2019
Kathleen Layton
Assistant General Counsel
Oportun Financial Corp
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corp
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted May 2, 2019
CIK No. 0001538716
Dear Ms. Layton:
            We have reviewed your amended 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 Submitted May 2, 2019
Prospectus Summary, page 1
1.You disclose in the Company Overview that you have "generated significant free cash
flow for the past four years."  Please tell us why you disclosed this Non-GAAP financial
measure prominently in the Prospectus Summary instead of or along with a GAAP
financial metric.  Also, tell us how you meet the disclosure requirements in Item
10(e)(i)(A) of Regulation S-K as you do not reference to the Non-GAAP disclosures that
reconcile from net cash provided by operating activities to free cash flow beginning on
page 80.

 FirstName LastNameKathleen Layton
 Comapany NameOportun Financial Corp
 May 28, 2019 Page 2
 FirstName LastName
Kathleen Layton
Oportun Financial Corp
May 28, 2019
Page 2
Risk Factors
Risks Relating to Our Business
We have elected the fair value option effective as of January 1, 2018..., page 25
2.We note your response to comment 1.  You disclose in Note 14. Fair Value of Financial
Instruments that the model inputs used to determine the fair value of Level 3 financial
instruments are unobservable and inherently judgmental.  Level 3 valuations of financial
instruments represent a significant percentage of your total assets and total liabilities at
December 31, 2018.  Please revise to disclose that loans receivable at fair value
representing 71% of your total assets and asset-backed notes representing 62% of your
total liabilities were valued based on Level 3 valuations at December 31, 2018 and that
since considerable judgment and assumptions are used to determine unobservable Level 3
inputs, changes to these inputs could have a significant effect on your fair value
measurements and your results of operations.
Risks Related to this Offering and Ownership of Our Common Stock
Our amended and restated certificate of incorporation to be effective..., page 63
3.We note that your forum selection provision identifies the federal district courts of the
United States of America as the exclusive forum for resolving any complaint asserting a
cause of action arising under the Securities Act. We note that Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.  Please revise your prospectus to state that there is uncertainty as to whether a
court would enforce such provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  We note that this
provision does not apply to actions arising under the Exchange Act, please also ensure that
the exclusive forum provision in the governing documents states this clearly, or tell us
how you will ensure that investors and shareholders will be informed in future filings that
the provision does not apply to any actions arising under the Exchange Act.
Notes to Consolidated Financial Statements
Note 13. Income Taxes, page F-38
4.You disclose an effective tax rate of (21%) for 2016 in the amendment filed May 2,
2019.  The effective tax rate was (217%) for 2016 in the amendment filed December 14,
2018.  Please advise as to why the effective tax rate changed, or revise as necessary.
Note 14. Fair Value of Financial Instruments, page F-41
5.We note your response to comment 1. Your loans receivable at fair value represent 71%
of your total assets at December 31, 2018. You disclose in your risk factors on page 23
that you could incur substantial losses and your business operations could be disrupted if
you are unable to effectively identify, manage, monitor and mitigate financial risks, such

 FirstName LastNameKathleen Layton
 Comapany NameOportun Financial Corp
 May 28, 2019 Page 3
 FirstName LastName
Kathleen Layton
Oportun Financial Corp
May 28, 2019
Page 3
as credit risk, interest rate risk, prepayment risk, liquidity risk and other market-related
risks. Prepayment risk is a significant unobservable input and based on this disclosure is a
material financial risk. Please disclose the prepayment assumption used in determining the
value of your loans receivable at fair value. Please refer to ASC 820-10-50-1C.
6.Your asset-backed notes represent 62% of your total liabilities at December 31, 2018.
Please disclose the valuation technique and significant unobservable inputs used to
determine the fair value of your asset-backed notes.  Please refer to ASC 820-10-50-1C.
            You may contact David Irving at 202-551-3321 or Gus Rodriguez at 202-551-3752 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Michael Clampitt at 202-551-3434 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

February 1, 2019
Kathleen Layton
Assistant General Counsel
Oportun Financial Corp
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corp
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted December 14, 2018
CIK No. 0001538716
Dear Ms. Layton:
            We have reviewed your amended 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.
Amended Draft Registration Statement on Form S-1
Financial Statements
Notes to Consolidated Financial Statements
14. Fair Value of Financial Instruments, page F-48
1.You disclose in a risk factor on page 25 that a variety of factors, such as changes in the
interest rate environment and the credit markets, unexpected changes in customer
prepayment speeds, higher than anticipated delinquency and default levels, or financial
market illiquidity may ultimately affect the fair values of your loans receivable and asset-
backed notes. Material differences in these ultimate values, determined based on
management’s estimates and assumptions, may require you to adjust the value of certain

 FirstName LastNameKathleen Layton
 Comapany NameOportun Financial Corp
 February 1, 2019 Page 2
 FirstName LastName
Kathleen Layton
Oportun Financial Corp
February 1, 2019
Page 2
assets and liabilities, which could adversely affect your results of operations.  Please
disclose significant unobservable inputs for interest rates, credit spreads and customer
prepayments, or tell us why you do not believe these are significant unobservable inputs in
your Level 3 valuations.
            You may contact David Irving at 202-551-3321 or Gus Rodriguez at 202-551-3752 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Michael Clampitt at 202-551-3434 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

October 17, 2018
Kathleen Layton
Assistant General Counsel
Oportun Financial Corp
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corp
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted October 11, 2018
CIK No. 0001538716
Dear Ms. Layton:
            We have reviewed your amended 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.
Amended Draft Registration Statement on Form S-1
General
1.We note your response to comment one in our letter dated October 2, 2018.  We note from
your response that you removed references to "risk- adjusted revenue" in your draft
registration statement filed October 11, 2018.  However, we noted reference to "risk-
adjusted revenue" on pages 6 and 128.  Please revise your next amendment.
            You may contact David Irving at 202-551-3321 or Gus Rodriguez at 202-551-3752 if you
have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameKathleen Layton
 Comapany NameOportun Financial Corp
 October 17, 2018 Page 2
 FirstName LastName
Kathleen Layton
Oportun Financial Corp
October 17, 2018
Page 2
contact Erin Purnell at 202-551-3454 or Michael Clampitt at 202-551-3434 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

October 2, 2018
Kathleen Layton
Assistant General Counsel
Oportun Financial Corp
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corp
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September 21, 2018
CIK No. 0001538716
Dear Ms. Layton:
            We have reviewed your amended 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.
Amended Draft Registration Statement on Form S-1
Selected Consolidated Financial Data
Non-GAAP Financial Measures, page 77
1.You refer to interest income, net of charge-offs, as “risk adjusted revenue.”  Please
provide non-GAAP financial disclosures for this financial metric.  Please refer to the
updated Compliance and Disclosure Interpretations issued on May 17, 2016.

 FirstName LastNameKathleen Layton
 Comapany NameOportun Financial Corp
 October 2, 2018 Page 2
 FirstName LastNameKathleen Layton
Oportun Financial Corp
October 2, 2018
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Understanding an Oportun loan, page 85
2.We note your response to comment 11 in our letter dated August 10, 2018.  We also note
your risk factor disclosure on page 29 that in order for you to maintain or improve your
operating results, it is important that you continue to extend loans to returning customers
who have successfully repaid their previous loans and your disclosure under Our Business
Model on page 127 that your returning customers experience a lower default rate. Given
that loans to returning customers comprised 79% of your owned principal balance
outstanding as of June 30, 2018, please tell us how the requested credit metrics (net
charge-off rate, past due loan receivables delinquency status, ALLL, etc.) for returning
customers versus new customers does not provide any basis for a potential investor to
adequately evaluate and understand your business. Please also reconcile how you do not
believe this information is material to an investor, but yet could cause competitive harm to
the Company.
Critical Accounting Policies and Significant Judgments and Estimates
Fair Value of Loans Held for Investment, page 117
3.Please revise your next amendment to include the disclosure requirements in ASC 820-10-
50-2(f) related to your loans that are fair valued.  Refer to ASC 820-10-55-105 for more
specific disclosure recommendations.  Please also revise your disclosures under 'Results
of Operations' in MD&A to provide a more fulsome discussion and analysis of the net
changes in fair value as a result of the fair value option on your loans, including the
impact on your customer acquisition costs, for the periods presented.
Critical Accounting Policies and Significant Judgments and Estimates
Allowance for Loan Losses, page 117
4.We note your response to comment 12 from our letter dated August 10, 2018.  Please tell
us the following regarding the removal of number of months on book as a key factor to
measure the likelihood of a credit loss:

•Why number of months on book was included as a key factor in the DRS filed July 18,
2018;
•When number of months on book ceased to be used as a key factor to measure the
likelihood of a credit loss; and
•What changed that ceased your reliance on number of months on book as a key factor
to measure the likelihood of a credit loss.
Business
Our Competition, page 137
5.We note your revised disclosure on page 138 stating that "[g]enerally, competitors

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targeting borrowers with limited or no credit history are not pursuing responsible lending
models".   Please revise to indicate that this statement is your opinion, or provide support.
            You may contact David Irving at 202-551-3321 or Gus Rodriguez at 202-551-3752 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Michael Clampitt at 202-551-3434 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

August 10, 2018
Kathleen Layton
Assistant General Counsel
Oportun Financial Corp
2 Circle Star Way
San Carlos, CA 94070
Re:Oportun Financial Corp
Draft Registration Statement on Form S-1
Submitted July 18, 2018
CIK No. 0001538716
Dear Ms. Layton:
            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.
DRS on Form S-1 Filed July 18, 2018
Prospectus Summary
Company Overview, page 1
1.Please provide substantiation, here and elsewhere in the prospectus, for the statement that
your products have translated into an average savings of approximately $1,100 per
customer on their first loan with you.  Please use specific examples.
2.We note your disclosure that you have saved customers more than $1.2 billion in interest
and fees compared to alternative products available to them.  This information appears to
have been taken from the study that you commissioned from CFSI.  Please revise to state

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that this information is an estimate based on that study.
Our Market Opportunity, page 3
3.Please provide support for your statement that lenders that do not rely on a credit bureau
or a credit score to underwrite loans typically charge much more for their products than
you do for your products.  Please review your prospectus for any similar statements of
comparison where you have not provided support and revise to substantiate such
statements.
Our Solution, page 4
4.Revise the first paragraph to briefly describe what other items are considered in the credit
evaluation besides income verification.
Risk Factors
If the information and documents provided by customers..., page 26
5.Revise to briefly discuss if and how identity, income, employment and other debt
obligations are verified by your credit analysis.
Market, Industry and Other Data, page 61
6.We note that you rely on information gathered by the study you commissioned from the
Center for Financial Services Innovation in January of 2017, and that the two other studies
you are using are dated December 2016. Given the age of these studies, please explain
how you determined that the information is still accurate.
Use of Proceeds, page 62
7.We note your disclosure in the second paragraph of this section that you may increase or
decrease the number of shares that you are offering.  Based on the description of your
underwriting arrangements on page 160, it appears that the decision to increase or
decrease the number of shares in this firm commitment offering will rest with the
underwriters.  Please revise so that your descriptions of your underwriting arrangements
are consistent.
Dilution, page 66
8.Revise to add a footnote to the Table on page 66 to disclose the dilution to new investors
assuming all the derivative securities listed in the first four bullets on page 67 are issued.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
73
9.Please revise to include a more fulsome overview of the characteristics of your loans. For
example, we note that you provide ranges for the size and terms of the loans, but not for

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the interest rates.  In addition, please present this information for loans issued as part of
your Whole Loan and Starter Loan programs.
Understanding an Oportun Loan, page 75
10.We note your disclosures on page 75 related to the “Good Customer Program.”  Please
disclose in your next amendment the following concerning loans in the Good Customer
Program:

•If borrowers are allowed to have more than one loan outstanding at the same time;
•If there is a maximum cumulative loan amount any one borrower can have;
•Define “substantial progress in repaying their current loan”;
•If any loans are considered TDRs in the periods presented; and
•Credit metrics surrounding loans in the periods presented (net charge-off rate, past due
loan receivables delinquency status, ALLL, etc.).
11.We note your disclosures on pages 75-76 that you typically grant returning customers a
lower rate and larger principal balance on subsequent loans.  Please disclose in your next
amendment, credit metrics (total loans, net charge-off rate, past due loan receivables
delinquency status, ALLL, etc.), for returning customers compared to new customers.
Historical Credit Performance, page 79
12.You disclose in your critical accounting policies that you believe the number of months
subsequent to loan origination (number of months on book) is a key factor to separate
non-delinquent accounts to measure the likelihood of a credit loss.  Please disclose in your
next amendment the number of months subsequent to loan origination for your
outstanding loans and how you evaluate this factor.
13.You disclose in your critical accounting policies that geographic region is a credit quality
indicator.  You disclose on page F-21 that you have two geographic regions.  Northern
and Central California are considered as one region and Southern California, Texas and all
other states are considered as another region, and have higher estimated loss rates
compared to the Northern and Central California region.  Please disclose in your next
amendment the estimated loss rates in the Northern and Central California region and the
Southern California, Texas and all other states region.
14.You disclose that you have seen increases in cumulative net lifetime loan losses for 2015
and 2016 vintages due to loan stacking, whereby some customers with credit scores take
out multiple loans from other lenders that utilize soft credit pulls in their approval process
and due to other factors.  Please disclose the amount of loan losses due to loan stacking
and why you apparently have not seen increases in net lifetime loan losses due to loan
stacking for more recent vintages.

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Oportun Financial Corp
August 10, 2018
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Business
Our Competition, page 115
15.Your disclosure in this section appears to distance your products from pawn shops and
payday lenders.  However, your disclosure on page 23 in Risk Factors, indicates that you
view pawn shops and payday lenders as being among your primary competitors.  Please
revise your disclosure to be consistent among the two sections.
Facilities, page 120
16.You state on page 36 of Risk Factors that you have operational activities in Mexico and
Colombia.  Please revise this section to include your facilities in those countries.  Please
also explain why you do not discuss your foreign operations in the Summary or your
Business overview.
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
Allowance for Loan Losses, page F-11
17.Please disclose in your next amendment how you consider all historical loss experience
when collectively evaluating loans for impairment and discuss the historical periods
specifically considered in your analysis. In your disclosure, include additional granularity
regarding any adjustments made to historical losses and, if applicable, discuss the specific
facts and circumstances that is the basis for such adjustments.
General
18.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.
            You may contact David Irving, Staff Accountant, at 202-551-3321 or Gus Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters.  Please contact Erin Purnell, Staff Attorney, at 202-551-
3454 or Michael Clampitt, Senior Staff Attorney, at 202-551-3434 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services