SecProbe.io

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 August 21, 2025

Karen Hartje
Chief Financial Officer
Sezzle Inc.
700 Nicollet Mall
Suite 640
Minneapolis, MN 55402

 Re: Sezzle Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41781
Dear Karen Hartje:

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

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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 Document July 3, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-6010 Attention:    Robert Shapiro         Lyn Shenk     Re:    Sezzle Inc.         Form 10-K for Fiscal Year Ended December 31, 2024 (the “Annual Report”)         File No. 001-41781 Ladies and Gentlemen: Sezzle Inc. respectfully submits the following response to the letter dated June 24, 2025, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Annual Report. For convenience, each of the Staff’s comments is repeated below, followed by the Company’s response. References to the “Company,” “we,” “us,” and “our” refer to Sezzle Inc., a Delaware corporation. Form 10-K for Fiscal Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Seasonality, page 52 1. We note your response to comment 1. Please confirm you will revise your disclosure to clarify the information provided in your response. Response : We confirm that we will revise our seasonality disclosure to clarify the information provided in response to comment 1, beginning with our Quarterly Report on Form 10-Q for the second quarter of 2025. July 3, 2025 Page 2 Results of Operations Total Revenues, page 56 2. We note your response to comment 2. You state you will consider quantifying the extent to which changes in revenue are attributable to changes in price, volume, or the introduction of new products or services if meaningful to users of your financial statements and to the extent possible. Please confirm you will revise to provide such disclosures as required by Item 303(b)(2)(iii) of Regulation S-K. In addition, we believe you should make it easy for investors to obtain quantified impacts of factors by stating them in absolute dollars. Response : We will revise our disclosures of total revenue to quantify changes in revenue attributable to price, volume, and the introduction of new products and services in absolute dollars to the extent that each of the aforementioned is required to be disclosed consistent with the requirements of Item 303(b)(2)(iii) of Regulation S-K, beginning with our Quarterly Report on Form 10-Q for the second quarter of 2025. Provision for Credit Losses, page 58 3. We note your response to comment 3 and the expectations in the last half of the last paragraph of your response. We are unable to locate such expectations in your filing. Please advise. Response : We will revise our disclosures regarding our credit losses to describe our expectations on the effects that increases in Gross Merchandise Volume and changes in our underwriting strategy will have on our credit losses, beginning with our Quarterly Report on Form 10-Q for the second quarter of 2025. Consolidated Statements of Operations and Comprehensive Income, page 67 4. We note your response to comment 5. You disclose on page 55 that you "incur interest expense on a continuous basis as a result of draws on our revolving line of credit to fund consumer notes receivable as well as our Delayed Settlement Incentive Program Further," and on page 75 your "primary source of funding consumer receivables is through a secured line of credit." It appears interest expense is the funding cost of your operations and is directly related to the generation of revenues. Please explain your basis for not classifying interest expense related to funding consumer receivables as a funding cost in operating expenses, or revise your presentation in the statement of operations and comprehensive income accordingly. Refer to SAB Topic 11.K. Response : We respectfully acknowledge the Staff’s comment. We previously considered and evaluated the impact that SAB Topic 11.K and Article 9 of Regulation S-X have on our consolidated financial statements and disclosures. We present our income statement in accordance with Rule 5-03 of Regulation S-X, consistent with the Company’s resolution of prior comments from the Staff in 2021 with regard to the Company’s Registration Statement on Form 10-12G, as amended. July 3, 2025 Page 3 We also considered whether presenting interest expense within operating expense is material and relevant to an understanding of our operations, in accordance with SAB Topic 11.K. Interest expense is not a cost that directly results from generating our revenue; rather, it is a cost dependent on our current methods of funding capital, including availability under our line of credit, the ability to use funds available under merchant accounts payable, and the availability of equity to finance our consumer receivables. Furthermore, our line of credit is utilized for general corporate purposes beyond funding consumer receivables, such as paying vendors and merchants, remitting payroll, funding share repurchases, and making estimated tax payments. Accordingly, we believe that we appropriately classified our interest expense within “other income (expense)” in the financial statements included in the Annual Report. * * * We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at 651-442-0363 with any questions or comments regarding this correspondence. Very truly yours, /s/ Karen Hartje Karen Hartje Chief Financial Officer cc:    (via email)     Bradley Pederson, Taft Stettinius & Hollister LLP

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 June 24, 2025

Karen Hartje
Chief Financial Officer
Sezzle Inc.
700 Nicollet Mall
Suite 640
Minneapolis, MN 55402

 Re: Sezzle Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41781
Dear Karen Hartje:

 We have reviewed your June 12, 2025 response to our comment letter and
have the
following comment(s).

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

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 30,
2025 letter.

Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Seasonality, page 52

1. We note your response to comment 1. Please confirm you will revise your
disclosure
 to clarify the information provided in your response.
 June 24, 2025
Page 2
Results of Operations
Total Revenue, page 56

2. We note your response to comment 2. You state you will consider
quantifying the
 extent to which changes in revenue are attributable to changes in price,
volume, or the
 introduction of new products or services if meaningful to users of your
financial
 statements and to the extent possible. Please confirm you will revise to
provide such
 disclosures as required by Item 303(b)(2)(iii) of Regulation S-K. In
addition,
 we believe you should make it easy for investors to obtain quantified
impacts of
 factors by stating them in absolute dollars.
Provision for Credit Losses, page 58

3. We note your response to comment 3 and the expectations in the last half
of the last
 paragraph of your response. We are unable to locate such expectations in
your filing.
 Please advise.
Consolidated Statements of Operations and Comprehensive Income, page 67

4. We note your response to comment 5. You disclose on page 55 that you
 "incur interest expense on a continuous basis as a result of draws on
our revolving line
 of credit to fund consumer notes receivable as well as our Delayed
Settlement
 Incentive Program Further," and on page 75 your "primary source of
funding
 consumer receivables is through a secured line of credit." It appears
interest expense is
 the funding cost of your operations and is directly related to the
generation of
 revenues. Please explain your basis for not classifying interest expense
related to
 funding consumer receivables as a funding cost in operating expenses, or
revise your
 presentation in the statement of operations and comprehensive income
accordingly.
 Refer to SAB Topic 11.K.

 Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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CORRESP
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 Document June 12, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-6010 Attention:    Robert Shapiro         Lyn Shenk                  Re:    Sezzle Inc.     Form 10-K for Fiscal Year Ended December 31, 2024 (the “Annual Report”)     File No. 001-41781 Ladies and Gentlemen: Sezzle Inc. respectfully submits the following response to the letter dated May 30, 2025 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Annual Report. For convenience, each of the Staff’s comments is repeated below, followed by the Company’s response. References to the “Company, “we,” “us,” and “our” refer to Sezzle Inc., a Delaware corporation. Form 10-K for Fiscal Year Ended December 31, 2024 Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Seasonality, page 52 1. Please clarify whether the increased charge-offs that accompany higher seasonal volumes refers to higher rates or absolute amounts (i.e., proportional) of charge-offs. Response : Increased charge-offs accompanying higher seasonal volumes are a combination of higher rates and higher absolute amounts. Gross Merchandise Volume is the highest in our fourth quarter, in line with consumer spending habits during the holiday shopping season. We also see higher loss rates as a percentage of Gross Merchandise Volume in the fourth quarter, resulting from more consumers generally spending more during the holiday shopping season, leading to a higher likelihood of losses. Results of Operations Total Revenues, page 56 2. Please quantify the extent to which changes in revenue are attributable to changes in price, volume, or the introduction of new products or services. Response : Our total revenue increased 70.1% year-over-year. The launch of several new revenue streams in 2024 contributed to approximately 19% of such increase. Approximately 3% of such increase is attributable to a change in our subscription price, while approximately 30% of such increase is attributable to an increase in subscription volume year-over-year. Approximately 16% of such increase is attributable to a net increase in consumer fees (excluding subscription and new product fees). The remaining approximately June 12, 2025 Page 2 2.1% of increase is attributable to increased volume from miscellaneous revenue streams. To the extent possible and if meaningful to users of our financial statements, we will consider including such disclosures in future filings with the Commission. Provision for Credit Losses, page 58 3. You disclose the provision for credit losses increased due to higher GMV compared to the prior year and changes to consumer underwriting. To the extent possible, please revise to quantify the impacts of each factor on results. You state the provision was 20.3% and 14.6% of total revenue in 2024 and 2023, respectively. Tell us why you believe it is meaningful to compare the provision to total revenue rather to revenues derived from extending credit to consumers to which the provision pertains. Finally, tell us your consideration of whether these changes represent known trends or uncertainties that may unfavorably impact you results of operations, profitability, cash flows, and financial condition, or are reasonably likely to cause a material change in the relationship between costs and revenues. Refer to Item 303(b)(2)(ii) of Regulation S-K. Response : We respectfully advise that increases in Gross Merchandise Volume contributed to $32.3 million, or approximately 59%, of the total increase in provision for credit losses for the year ended December 31, 2024, when compared to the year ended December 31, 2023. Changes in consumer underwriting contributed to the remaining $22.7 million, or approximately 41%, of the total increase in provision for credit losses compared to the year ended December 31, 2023. To the extent possible, our future filings with the Commission will quantify the impacts of each of the foregoing factors on the change in our provision for credit losses, beginning with our Quarterly Report on Form 10-Q for the second quarter of 2025. We believe that stating the provision for credit losses as a percentage of total revenue provides investors with a meaningful metric to evaluate the total exposure of credit losses as it relates to our revenue. Materially all of our revenue streams are either directly related to extending credit to consumers or indirectly affect the ability of consumers to be extended credit in the future (e.g., subscription revenue, while not directly related to extending credit to consumers, provides consumers with increased access to credit which typically results in more credit being extended in the future). Accordingly, comparing this provision to revenues derived from extending credit to consumers to which the provision pertains would not provide investors with a meaningful comparison compared to the existing disclosure. We believe our existing disclosures in the Annual Report satisfy the requirements of Item 303(b)(2)(ii) of Regulation S-K, by discussing material known trends and uncertainties related to the change in our provision for credit losses. We respectfully note that we discuss both credit risk management and seasonality as material factors affecting our results of operations, specifically as it relates to credit losses and charge-offs. We expect that increases in Gross Merchandise Volume and revenue will likely result in higher absolute amounts of credit losses. Additionally, we expect changes in our underwriting strategy to affect the amount of credit losses as a percentage of total revenue. Tightening or loosening our credit standards that apply to our consumers will likely impact both revenue and credit losses, however, to different extents causing changes in credit losses as a percentage of total revenue. Our underwriting strategy continues to evolve and, therefore, it is difficult to predict the effect changes in our underwriting would have on the amount of future credit losses as a percentage of total revenue. June 12, 2025 Page 3 Report of Independent Registered Public Accounting Firm, page 65 4. After consulting with your auditors, please tell us your understanding of why they did not disclose a critical audit matter in their auditors’ report for the consolidated financial statements for the year ended December 31, 2024, and ask them to modify their auditors’ report to state there were no critical audit matters accordingly. Refer to paragraphs 11 through 17 of PCAOB Auditing Standard 3101. Response : The Company is an issuer that qualifies as an “emerging growth company” (an “EGC”) as defined in Section 3(a)(80) of the Securities Exchange Act of 1934, as amended, as indicated on the cover page of the Annual Report. Consistent with Section 3(a)(80), the Company had total annual gross revenues of less than $1 billion (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1 billion) during 2024, and none of the dates set forth in subparagraphs (A)-(D) have occurred that would terminate the Company’s EGC status for purposes of the Annual Report. After discussing this item with our auditors, Baker Tilly US, LLP, we respectfully advise the Staff that, under PCAOB Auditing Standard No. 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion , paragraph .05 states that the requirements related to critical audit matters (CAMs) do not apply to audits of EGCs. Accordingly, the provisions of paragraphs .11 through .17—including paragraph .16, which prescribes language to be used when there are no CAMs, are not applicable. Baker Tilly US, LLP, has confirmed its concurrence with this interpretation and has advised that omitting CAM-related disclosures in the auditor’s report is appropriate and in compliance with applicable PCAOB standards for audits of EGCs. Consolidated Statements of Operations and Comprehensive Income, page 67 5. Please tell us your basis for classifying interest expense as other income (expense) rather than an operating expense within operating income. In this regard, we note your disclosure on page 24 that you rely on credit from your lenders to support your business model (i.e., origination of consumer loans) and it appears that merchant fees are in effect an implied interest discount on loans (i.e., interest income). Response : We acknowledge the Staff’s comment and note that while we do rely on credit from our lenders to support our business model, we believe that classifying interest expense outside of operating income is consistent with Rule 5-03 of Regulation S-X and ASC 220-10. Presenting interest expense outside of operating income enables the readers of our financial statements to evaluate operational performance before considering our financing strategy. Further, net interest expense is not a cost that directly results from income generation; it is the cost of using funds from the Company’s debt financing credit facility. The Company believes that this expense is not a direct cost of income, but rather an expense that is dependent upon our available methods of funding capital. We also respectfully note that merchant fees are recorded within total revenue and are not included within net interest expense on the face of the consolidated statements of operations and comprehensive income. As such, these amounts are included within our operating income. June 12, 2025 Page 4 Notes to the Consolidated Financial Statements Note 1. Segments, page 75 6. Your accounting policy states significant expenses “reviewed” by the CODM “include” those that are presented in the consolidated statements of operations. The significant expense principal is based on expense information regularly provided to (or easily computed by) the CODM, whether the CODM reviews that information of not. Please tell us whether segment expense information regularly “provided” to the CODM consists only of the expense line items included on the statement of operations. If so, please revise your policy to state significant segment expenses provided to CODM “are” those presented on the statement of operations. If not, tell us your consideration of the requirements of ASC 280-10-5026A and 55-15A. Response : The Company acknowledges the Staff’s comment. We respectfully advise the Staff that the segment information regularly provided to the CODM consists only of the expense line items included on the consolidated statements of operations and comprehensive income. We will revise our policy and state in future filings with the Commission that our significant segment expenses provided to CODM are only those presented on the consolidated statements of operations and comprehensive income, beginning with our Quarterly Report on Form 10-Q for the second quarter of 2025. Note 2. Total Revenues, page 77 7. Please describe for us the entities you refer to as partners and affiliates and from whom you earn interchange fees, promotional incentives, gateway fees, and marketing revenue. Please also revise to clarify the term “as they are earned” in reference to your recognition of interchange fees for loans purchased and promotional incentives. Please clarify for us the components of revenue that fall under the Scope of ASC 310. Response : The Company acknowledges the Staff’s comment and respectfully notes that “partners and affiliates” relate to third-party entities from which the Company derives revenue that are not consumers or merchants. Examples of these partners and affiliates include our virtual card issuing platform and third parties that pay us commissions for directing traffic or volume to specific merchants and brands. The Company earns interchange fees from our virtual card issuing platform. Promotional incentives are earned from third-party platforms that pay us a commission for directing traffic or volume to specific merchants or brands. Gateway fees are earned from merchants directly integrated on the Sezzle Platform when such merchants’ monthly order volume is below a certain threshold. Marketing revenue is earned from merchants who purchase paid placements to be advertised more prominently on the Sezzle Platform. Interchange fees for purchased loans are recognized at the time the underlying order is placed and not deferred over the duration of the loan, consistent with ASC 310-20-25-23 and ASC 606. Promotional incentives are recognized in the period we fulfill our contractual obligations with third-party platforms for directing traffic or volume to specific merchants and brands. Our future filings with the Commission will clarify the term “as they are earned” to provide the above detail regarding our recognition of interchange fees for loans purchased and promotional incentives, beginning with our Quarterly Report on Form 10-Q for the second quarter of 2025. The Company respectfully advises that merchant processing fees, consumer On-Demand revenue, late payment fees, and failed payment fees are the material components of revenue that fall under the scope of ASC 310. June 12, 2025 Page 5 Disaggregation of Total Revenue, page 78 8. We note you quantify the following revenue amounts: • In tabular form: transaction income, subscription revenue, and income from other services, delineated between amounts recognized under Topics 310 and 606; and • In non-tabular form: the sum of merchant processing, interchange fees, and promotional incentives; the sum of consumer fees and On-Demand revenue; and late payment fees. Please consider enhancing your tabular disclosure to include these and other material sub-components of your three main categories for ease of reference for readers. Please also consider similar disclosure in MD&A. We note you earn revenue from merchants, partners, and consumers. Please tell us what consideration you have given to providing further disaggregation by type of customer. Refer to ASC 606-10-55-91. Response : The Company respectfully acknowledges the Staff’s comment and will consider enhancing our tabular disclosures to include the amounts disclosed in non-tabular form and other material sub-components of our three revenue categories in future filings with the Commission. We have historically disaggregated revenue into the categories of transaction income, subscription revenue, and income from other services, as we believe these revenue categories best reflect how we view and manage our business. After consideration of providing further disaggregation by type of customer, we believe that our revenue disaggregation disclosures in the Annual Report meet the requirements of ASC 606-10-50-5 and 55-89 through 55-91; however, in the future we will consider adding additional dimensions of revenue disaggregation in future filings with the Commission if we believe that it would be meaningful to readers of our financial statements and we begin providing such information to our chief operating decision makers. * * * We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at 651-240-6001 with any questions or comments regarding this correspondence. Very truly yours, /s/ Karen Hartje             Karen Hartje Chief Financial Officer cc:    (via email) Bradley Pederson, Taft Stettinius & Hollister LLP

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<TEXT>
 May 30, 2025

Karen Hartje
Chief Financial Officer
Sezzle Inc.
700 Nicollet Mall
Suite 640
Minneapolis, MN 55402

 Re: Sezzle Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41781
Dear Karen Hartje:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

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

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

Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Seasonality, page 52

1. Please clarify whether the increased charge-offs that accompany higher
seasonal
 volumes refers to higher rates or absolute amounts (i.e., proportional)
of charge-offs.
Results of Operations
Total Revenues, page 56

2. Please quantify the extent to which changes in revenue are attributable
to changes in
 price, volume, or the introduction of new products or services.
Provision for Credit Losses, page 58

3. You disclose the provision for credit losses increased due to higher GMV
compared to
 the prior year and changes to consumer underwriting. To the extent
possible, please
 May 30, 2025
Page 2

 revise to quantify the impacts of each factor on results. You state the
provision was
 20.3% and 14.6% of total revenue in 2024 and 2023, respectively. Tell us
why you
 believe it is meaningful to compare the provision to total revenue
rather to revenues
 derived from extending credit to consumers to which the provision
pertains. Finally,
 tell us your consideration of whether these changes represent known
trends or
 uncertainties that may unfavorably impact you results of operations,
profitability, cash
 flows, and financial condition, or are reasonably likely to cause a
material change in
 the relationship between costs and revenues. Refer to Item 303(b)(2)(ii)
of Regulation
 S-K.
Report of Independent Registered Public Accounting Firm, page 65

4. After consulting with your auditors, please tell us your understanding
of why they did
 not disclose a critical audit matter in their auditors' report for the
consolidated
 financial statements for the year ended December 31, 2024, and ask them
to modify
 their auditors' report to state there were no critical audit matters
accordingly. Refer to
 paragraphs 11 through 17 of PCAOB Auditing Standard 3101.
Consolidated Statements of Operations and Comprehensive Income, page 67

5. Please tell us your basis for classifying interest expense as other
income (expense)
 rather than an operating expense within operating income. In this
regard, we note
 your disclosure on page 24 that you rely on credit from your lenders to
support your
 business model (i.e., origination of consumer loans) and it appears that
merchant fees
 are in effect an implied interest discount on loans (i.e., interest
income).
Notes to the Consolidated Financial Statements
Note 1. Segments, page 75

6. Your accounting policy states significant expenses "reviewed" by the
CODM
 "include" those that are presented in the consolidated statements of
operations. The
 significant expense principal is based on expense information regularly
provided to
 (or easily computed by) the CODM, whether the CODM reviews that
information of
 not. Please tell us whether segment expense information regularly
"provided" to the
 CODM consists only of the expense line items included on the statement
of
 operations. If so, please revise your policy to state significant
 segment expenses provided to CODM "are" those presented on the statement
of
 operations. If not, tell us your consideration of the requirements of
ASC 280-10-50-
 26A and 55-15A.
Note 2. Total Revenues, page 77

7. Please describe for us the entities you refer to as partners and
affiliates and from
 whom you earn interchange fees, promotional incentives, gateway fees,
and marketing
 revenue. Please also revise to clarify the term "as they are earned" in
reference to
 your recognition of interchange fees for loans purchased and promotional
 incentives. Please clarify for us the components of revenue that fall
under the Scope
 of ASC 310.
 May 30, 2025
Page 3
Disaggregation of Total Revenue, page 78

8. We note you quantify the following revenue amounts:

 In tabular form: transaction income, subscription revenue, and
income from other
 services, delineated between amounts recognized under Topics 310 and
606; and
 In non-tabular form: the sum of merchant processing, interchange
fees, and
 promotional incentives; the sum of consumer fees and On-Demand
revenue; and
 late payment fees.

 Please consider enhancing your tabular disclosure to include these and
other material
 sub-components of your three main categories for ease of reference for
readers. Please
 also consider similar disclosure in MD&A.

 We note you earn revenue from merchants, partners, and consumers. Please
tell us
 what consideration you have given to providing further disaggregation by
type of
 customer. Refer to ASC 606-10-55-91.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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CORRESP
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Sezzle
Inc.

700
Nicollet Mall, Suite 640

Minneapolis,
MN 55402

July
23, 2024

SUBMITTED
VIA EDGAR

U.
S. Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott Anderegg

    Re:
    Sezzle
    Inc.

Registration
Statement on Form S-3

File
No. 333-280740

Ladies
and Gentlemen:

Pursuant
to Rule 461 (“Rule 461”) of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended,
Sezzle Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement be declared effective at 9:00 a.m., Eastern Time, on July 26, 2024, or as soon as practicable thereafter.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.
The request may be made by Brad Pederson, Esq. from the Company’s counsel, Taft Stettinius & Hollister LLP.

  SEZZLE INC.

  /s/ Charles Youakim

  Chief Executive Officer and Chairman

July 22, 2024
Charles Youakim
Chief Executive Officer
Sezzle Inc.
700 Nicollet Mall, Suite 640
Minneapolis, MN 55402
Re:Sezzle Inc.
Registration Statement on Form S-3
Filed July 10, 2024
File No. 333-280740
Dear Charles Youakim:
            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 Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Sezzle Inc.

700 Nicollet Mall

Suite 640

Minneapolis, Minnesota 55402

August 9, 2023

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Kate Beukenkamp

    Lilyanna Peyser

    Re:
    Sezzle Inc.

Registration Statement on Form S-1

File No. 333-270755

Ladies and Gentlemen:

Pursuant to Rule 461 (“Rule 461”)
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Sezzle Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement be declared effective at 9:00
a.m., Eastern Time, on August 11, 2023, or as soon as practicable thereafter.

If there
is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company
may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. The request
may be made by Brad Pederson, Esq. from the Company’s counsel, Taft Stettinius & Hollister LLP.

SEZZLE INC.

/s/ Charles Youakim

Chief Executive Officer and Chairman

CORRESP
1
filename1.htm

  2200 IDS Center, 80 South 8th Street

Minneapolis, MN 55402-2210

Tel: 612.977.8400 | Fax: 612.977.8650

taftlaw.com

  Bradley A. Pederson

      612.977.8538

bpederson@taftlaw.com

  Affirmative Action, Equal Opportunity Employer

July 28, 2023

submitted via edgar

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Kate Beukenkamp

Lilyanna Peyser

 Re: Sezzle Inc.

Registration Statement on Form S-1 (File No. 333-270755)

Ladies and Gentlemen:

This letter will respond on behalf of Sezzle Inc.
(the “Company” or “Sezzle”) to the comment letter dated July 16, 2023 (the “Comment Letter”)
with respect to the above referenced Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission
(the “Commission”) on March 22, 2023, as amended by Amendment No. 1 filed by the Company on June 16, 2023 (collectively,
the “Registration Statement”). To facilitate your review, we have included in this letter your original comments (in
bold) in the Comment Letter followed by the Company’s responses, which have been numbered to correspond to the Comment Letter.

In conjunction with this response letter, and
pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules
and regulations promulgated thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 2 (the
“Amendment”) to the Registration Statement reflecting the revisions described in this letter as well as certain other
updated information.

Taft Stettinius & Hollister LLP / Taftlaw.com / The
Modern Law Firm

U.S. Securities and Exchange Commission

July 28, 2023

Page 2

Amendment No. 1 to Registration Statement
on Form S-1 filed June 16, 2023

Cover Page

 1. We note your response to comment 1.  Please revise
the cover page of your prospectus to disclose and clearly explain how the offering price of your common stock will be determined in accordance
with Item 501(b)(3) of Regulation S-K, including, specifically, Instruction 2. If your intent is to offer the securities at a price associated
with the ASX, please tell us why you are permitted to do so.   Additionally, to the extent appropriate, revise other sections of
the prospectus, such as Risk Factors and Plan of Distribution, to include this and other relevant disclosure.  Last, please
revise the cover page to state that the sales of shares in recent private transactions or on the ASX may have little or no relation
to the public offering price of the shares.

As requested, the Amendment updates
the cover page and page 39 [risk factors] of the prospectus to state that “the sales of common stock in recent private transactions
or on the ASX may have little or no relation to the price at which the Registered Stockholders may sell their shares pursuant to this
prospectus.”

The prospectus relates solely to a resale
registration statement in which the Registered Stockholders may, from time to time, sell the common stock covered by the prospectus in
the manner described in the section of the prospectus titled “Plan of Distribution.” Consistent with Instruction 2 to Item
501(b)(3) of Regulation S-K, (i) the prospectus states that “[t]he Registered Stockholders or their pledgees, assignees or successors-in-interest
may offer and sell or otherwise dispose of the shares of common stock described in [the] prospectus from time to time through public or
private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices,”
and (ii) the cover page of the prospectus includes a cross-reference to the Plan of Distribution section of the prospectus, which includes
the page number of the prospectus (page 107) and is highlighted by prominent bold font.

The foregoing disclosures are consistent
with the disclosures included in resale prospectuses filed by other issuers with the Commission, including those issuers that updated
their prospectuses in response to a similar comment from the Commission.

 2. We note that this offering “is not conditioned upon
[y]our successful listing on the Nasdaq Capital Market.”  Please tell us how you will revise the registration statement
if you are not listed on the Nasdaq Capital Market, including whether the method by which you will determine the offering price will
change.

The cover page of the prospectus states
that the Company expects that within five business days of the date of the prospectus, the Company’s common stock will begin trading
on the Nasdaq Capital Market. Although that remains the Company’s current intention, the effectiveness of the prospectus is not
conditioned on the Company being listed on the Nasdaq Capital Market, as is stated on the cover page of the prospectus, and page 38 of
the “Risk Factors” section of the prospectus. In the event that listing on the Nasdaq Capital Market does not occur and the
Company determines to cease pursuing such listing, it is the Company’s intention to file a prospectus supplement stating that the
Company has abandoned its plan to list on the Nasdaq Capital Market.

We trust that the foregoing has been responsive
to the Staff’s comments. The Company is seeking effectiveness of the prospectus as promptly as possible. If there is anything that
the Company can do to expedite the Staff’s review, please contact me at (612) 877-8538 or bpederson@taftlaw.com.

    Sincerely,

    Taft Stettinius & Hollister LLP

    Bradley A. Pederson

United States securities and exchange commission logo
July 16, 2023
Charles Youakim
Chief Executive Officer
Sezzle Inc.
251 N 1st Ave., Suite 200
Minneapolis, MN 55401
Re:Sezzle Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 16, 2023
File No. 333-270755
Dear Charles Youakim:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 18, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 16, 2023
Cover Page
1.We note your response to comment 1.  Please revise the cover page of your prospectus to
disclose and clearly explain how the offering price of your common stock will be
determined in accordance with Item 501(b)(3) of Regulation S-K, including, specifically,
Instruction 2. If your intent is to offer the securities at a price associated with the ASX,
please tell us why you are permitted to do so.   Additionally, to the extent appropriate,
revise other sections of the prospectus, such as Risk Factors and Plan of Distribution, to
include this and other relevant disclosure.  Last, please revise the cover page to state that
the sales of shares in recent private transactions or on the ASX may have little or
no relation to the public offering price of the shares.

 FirstName LastNameCharles Youakim
 Comapany NameSezzle Inc.
 July 16, 2023 Page 2
 FirstName LastName
Charles Youakim
Sezzle Inc.
July 16, 2023
Page 2
2.We note that this offering "is not conditioned upon [y]our successful listing on the Nasdaq
Capital Market."  Please tell us how you will revise the registration statement if you are
not listed on the Nasdaq Capital Market, including whether the method by which you will
determine the offering price will change.
            Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brad Pedersen

CORRESP
1
filename1.htm

Brad Pederson

Direct Dial: (612) 672-8341

Direct Fax: (612) 642-4800

Brad.pederson@maslon.com

June 16, 2023

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Kate Beukenkamp

    Lilyanna Peyser

    Re:
    Sezzle Inc.

Registration Statement on Form S-1

Filed March 22, 2023

File No. 333-270755

Ladies and Gentlemen:

This letter will respond on behalf of Sezzle Inc. (the “Company”
or “Sezzle”) to the comment letter dated April 18, 2023 (the “Comment Letter”) with respect to the
above referenced Registration Statement on Form S-1 filed by the Company on March 22, 2023 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this
letter your original comments (in bold) followed by our responses, which have been numbered to correspond to your letter.

In conjunction with this response letter, and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated
thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 1 (the “Amendment”)
to the above-referenced Registration Statement reflecting the revisions described in this letter as well as certain other updated information.

Registration Statement on Form S-1 filed March
22, 2023

Cover Page

    1.
    Your registration statement appears to reflect your intent to conduct a direct listing of yourcommon stock on Nasdaq. Please
    revise the cover page of your prospectus to disclose and clearly explain how the offering price of your common stock will be determined
    in accordance with Item 501(b)(3) of Regulation S-K. Additionally, please revise other sections of the prospectus, such as Risk Factors
    and Plan of Distribution, to include this disclosure. Last, please clearly state that the sales price in recent private transactions
    may have little or no relation to the public offering price of your shares.

The Company is not conducting a “direct listing”
as defined in Nasdaq Listing Rule IM-5315-1, or a “direct listing with a capital raise” as defined in Nasdaq Listing Rule
IM-5315-2. Nasdaq Listing Rule IM-5315-1, Determination of Price-Based Requirements for Direct Listings on the Nasdaq Global Select
Market, defines a “direct listing” as a listing on the Nasdaq Global Market by a company that “has sold common equity
securities in private placements, which have not been listed on a national securities exchange or traded in the over-the-counter market
pursuant to FINRA Form 211 immediately prior to the initial pricing. Similarly, Nasdaq Listing Rule IM-5315-2, Determination of Price-Based
Requirements for Direct Listings with a Capital Raise, states that “in certain cases, a Company that has not previously had
its common equity securities registered under the Exchange Act may wish to list its common equity securities on the Exchange at the time
of effectiveness of a registration statement pursuant to which the Company will sell shares itself in the opening auction on the first
day of trading on the Exchange in addition to or instead of facilitating sales by selling shareholders. Any such listing is referred to
as a “Direct Listing with a Capital Raise” where either: (i) only the Company itself is selling shares in the opening auction
on the first day of trading; or (ii) the Company is selling shares and selling shareholders may also sell shares in such opening auction.

A company that seeks a direct listing has sold common stock in
private placements, has not had its common stock traded on a national securities exchange or the OTC markets, and is not subject to the
Exchange Act. Sezzle, by contrast, has completed an initial public offering in Australia (via a Regulation S exemption from the registration
requirements of the Securities Act of 1933, as amended) and its common stock (via CDIs) has been traded on the ASX since July 30, 2019.
The Company’s common stock is also traded on the OTC Pink Sheet Market. Finally, Sezzle is subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended, and has been reporting pursuant to such Act since it filed a Form 10 Registration
Statement on April 13, 2021.

Accordingly, Nasdaq Listing Rule IM-5315-1 does not apply, and
Nasdaq has confirmed that the Company is seeking to conduct an uplisting to the Nasdaq Capital Market, rather than a direct listing. The
Amendment changes the tier for which the Company is seeking to uplist to the Nasdaq Capital Market.

The Amendment updates the cover page of the prospectus to explain
how the offering price of the Company’s common stock may be determined in accordance with Instruction 2 to Item 501(b)(3) Regulation
S-K, and provides that sales prices of shares in recent private transactions may have little or no relation to the public offering price
of the shares. Further, other sections of the prospectus, such as Risk Factors and Plan of Distribution, have been updated as appropriate
to respond to the comments set forth elsewhere in the Comment Letter, but do not include disclosures typically included in a direct listing
offering, as such disclosures are not applicable to the offering contemplated by the Amendment.

    2.
    We note your statement that "[t]here can be no guarantee that we will successfully list our common stock on the Nasdaq
    Global Market." Please include disclosure as to whether this offering is conditioned upon the listing of your common stock on
    the Nasdaq Global Market.

This offering is not conditioned upon the listing of our common
stock on the Nasdaq Global Market, and we have revised the prospectus included in the Amendment accordingly.

Risk Factors, page 17

 3. Please include additional risk factor disclosure discussing how your direct listing differs from a traditional underwritten initial
public offering, including the kinds of safeguards associated with a firm commitment underwritten offering that will not be present in
connection with your direct listing, possibly resulting in trading price and volume uncertainty. Also discuss the applicable Nasdaq rules
regarding listing requirements and ongoing compliance.

As noted above, the Company intends to effectuate an uplisting,
and not direct listing, of its common stock. The Amendment includes disclosures discussing how the Company’s uplisting differs from
a traditional underwritten initial public offering. We have also discussed the applicable Nasdaq rules regarding listing requirements
and ongoing compliance.

Principal and Registered Stockholders, page 85

 4. We note your statement in the third paragraph of this section beginning with "Because the Registered Stockholders may sell
all, some, or none of the shares of our common stock covered by this prospectus..." Please revise your disclosure to clearly state
that Registered Stockholders may elect to sell their shares in connection with the direct listing and in market transactions following
the direct listing. Additionally, please revise your disclosure to identify the number of shares that may be freely sold by the Registered
Stockholders in reliance on an exemption from registration such as Rule 144.

We have revised our disclosure to state that Registered Stockholders
may elect to sell their shares in connection with the uplisting and market transactions following the listing. The prospectus also discloses
that the Registered Stockholders are eligible to sell 3,015,924 shares of common stock under Rule 144, subject to compliance with such
Rule, and directs investors to review the “Shares Eligible for Future Sale” section of the prospectus for further information.

Plan of Distribution, page 154

 5. We note that you intend to list your common stock on the Nasdaq. Please revise your disclosure in your Plan of Distribution section
to discuss, as applicable, the role of the Nasdaq as the exchange in the offering (e.g., its consultations with any financial advisors
in accordance with Nasdaq's listing rules, as well as the lack of involvement of the company).

As this offering is occurring in connection with an
uplisting of the Company’s common stock, there have been no financial advisors engaged by the Company, and Nasdaq’s role in
the offering does not include efforts typically required in a direct listing scenario.

We trust that the foregoing has been responsive to the Staff’s comments.
If you have any questions about this letter or require any further information, please contact me at (651) 338-1106 or Brad.Pederson@maslon.com.

    Sincerely,

    /s/ Brad Pederson

    Brad Pederson

cc: Jack Cohen, Esq.

United States securities and exchange commission logo
April 18, 2023
Charles Youakim
Chief Executive Officer
Sezzle Inc.
251 N 1st Ave., Suite 200
Minneapolis, MN 55401
Re:Sezzle Inc.
Registration Statement on Form S-1
Filed March 22, 2023
File No. 333-270755
Dear Charles Youakim:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 22, 2023
Cover Page
1.Your registration statement appears to reflect your intent to conduct a direct listing of your
common stock on Nasdaq. Please revise the cover page of your prospectus to disclose and
clearly explain how the offering price of your common stock will be determined in
accordance with Item 501(b)(3) of Regulation S-K. Additionally, please revise other
sections of the prospectus, such as Risk Factors and Plan of Distribution, to include this
disclosure. Last, please clearly state that the sales price in recent private transactions may
have little or no relation to the public offering price of your shares.

 FirstName LastNameCharles Youakim
 Comapany NameSezzle Inc.
 April 18, 2023 Page 2
 FirstName LastName
Charles Youakim
Sezzle Inc.
April 18, 2023
Page 2
2.We note your statement that "[t]here can be no guarantee that we will successfully list our
common stock on the Nasdaq Global Market."  Please include disclosure as to
whether this offering is conditioned upon the listing of your common stock on the Nasdaq
Global Market.
Risk Factors, page 17
3.Please include additional risk factor disclosure discussing how your direct listing differs
from a traditional underwritten initial public offering, including the kinds of safeguards
associated with a firm commitment underwritten offering that will not be present in
connection with your direct listing, possibly resulting in trading price and volume
uncertainty. Also discuss the applicable Nasdaq rules regarding listing requirements and
ongoing compliance.
Principal and Registered Stockholders, page 85
4.We note your statement in the third paragraph of this section beginning with "Because the
Registered Stockholders may sell all, some, or none of the shares of our common stock
covered by this prospectus..." Please revise your disclosure to clearly state that Registered
Stockholders may elect to sell their shares in connection with the direct listing and in
market transactions following the direct listing. Additionally, please revise your disclosure
to identify the number of shares that may be freely sold by the Registered Stockholders in
reliance on an exemption from registration such as Rule 144.
Plan of Distribution, page 154
5.We note that you intend to list your common stock on the Nasdaq. Please revise your
disclosure in your Plan of Distribution section to discuss, as applicable, the role of the
Nasdaq as the exchange in the offering (e.g., its consultations with any financial advisors
in accordance with Nasdaq's listing rules, as well as the lack of involvement of the
company).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameCharles Youakim
 Comapany NameSezzle Inc.
 April 18, 2023 Page 3
 FirstName LastName
Charles Youakim
Sezzle Inc.
April 18, 2023
Page 3
            Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brad Pedersen