United States securities and exchange commission logo





                               August 27, 2020

       Dave Girouard
       Chief Executive Officer
       Upstart Holdings, Inc.
       2950 S. Delaware Street, Suite 300
       San Mateo, CA 94403

                                                        Re: Upstart Holdings,
Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted August
18, 2020
                                                            CIK No. 0001647639

       Dear Mr. Girouard:

             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.

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

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your response
to comment 2. On page 2 of your prospectus, you state that you
                                                        "have been able to
demonstrate through several studies that AI lending works," and,
                                                        in your third example,
you state that "for pools of securitized loans, [y]our realized loss
                                                        rates were
approximately half of those predicted by Kroll, a prominent credit rating
                                                        agency." So that
investors understand why you believe that this third example
                                                        demonstrates that "AI
lending works," please describe how the loss rates predicted by
                                                        your AI models compare
with the loss rates predicted by Kroll, and describe how
                                                        your predicted loss
rates compare with the realized loss rates. In addition, we note your
 Dave Girouard
Upstart Holdings, Inc.
August 27, 2020
Page 2
         disclosure that you "regularly monitor the accuracy of [y]our AI
models in comparison
         with simple credit scorebased models and have observed higher model
accuracy across a
         variety of statistical measures relating to each model   s predictive
accuracy." Please
         briefly describe how you conduct such comparisons and the "variety of
statistical
         measures relating to each model's predictive accuracy" so that
investors understand why
         you believe that these comparisons demonstrate that your AI model is
more accurate.
         Also, disclose the "simple credit scorebased models" used.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Interest Income and Fair Value Adjustments, Net, page 94

2.       We note your response to comment 9 supporting your position that the
Company does not
         believe presenting interest income, interest expense and net fair
value adjustments
         separately, accompanied by a discussion and analysis of each item,
specifically explaining
         the underlying reasons for fair value declines is helpful to an
investor   s understanding of
         the Company. While we acknowledge the fact that such components may
not be material
         in future periods, given the significance of these components to the
periods presented,
         combined with the significant fluctuations in these components as
disclosed on page F-23,
         we continue to believe that the requested disclosures are material to
an investors
         understanding. Therefore, please revise your disclosure to provide the
information
         requested in comment 9 of our letter dated May 27, 2020. In addition,
please revise your
         disclosure to highlight, if true, that in 2018 the Company changed the
structuring of its
         ABS transactions which resulted in VIEs no longer requiring
consolidation which will
         result in these components becoming less material in future periods.
Business
Overview, page 112

3.       Please update your disclosure to discuss your auto lending platform.
In this regard, we
         note your press release dated June 24, 2020.
       You may contact Ben Phippen at 202-551-3697 or Michael Volley at
202-551-3437 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with
any other
questions.



FirstName LastNameDave Girouard                               Sincerely,
Comapany NameUpstart Holdings, Inc.
                                                              Division of
Corporation Finance
August 27, 2020 Page 2                                        Office of Finance
FirstName LastName