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                               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.
 Charles Youakim
FirstName
Sezzle Inc. LastNameCharles Youakim
Comapany
April       NameSezzle Inc.
       18, 2023
April 218, 2023 Page 2
Page
FirstName LastName

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.
 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,
FirstName LastNameCharles Youakim
                                                       Division of Corporation
Finance
Comapany NameSezzle Inc.
                                                       Office of Trade &
Services
April 18, 2023 Page 3
cc:       Brad Pedersen
FirstName LastName