United States securities and exchange commission logo

                             December 10, 2020

       Max Levchin
       Chief Executive Officer
       Affirm Holdings, Inc.
       650 California Street
       San Francisco, CA 94108

                                                        Re: Affirm Holdings,
Statement on Form S-1
                                                            Filed November 18,
                                                            File No. 333-250184

       Dear Mr. Levchin:

              We have reviewed your 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

              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 November 18, 2020

       Summary Consolidated Financial and Other Data
       Key Operating Metrics and Non-GAAP Financial Measures
       Contribution Profit, page 22

   1.                                                   We note you have
reconciled the non-GAAP measure "Contribution Profit" to net loss.
                                                        Please reconcile this
measure to the most directly comparable GAAP measure, gross
                                                        margin, as calculated
on a GAAP basis. Further, as you have presented Contribution
                                                        Profit as a Percent of
GMV, please also present GAAP-based Gross Margin as a Percent
                                                        of GMV. Please refer to
Item 10(e)(1)(i)(A) of Regulation S-K.
   2.                                                   We note from your
response and revised disclosure that you have excluded amounts
                                                        related to the
purchase, investment, and sale of loans. While it may be important to
 Max Levchin
FirstName LastNameMax    Levchin
Affirm Holdings, Inc.
December  NameAffirm
              2020     Holdings, Inc.
Page 2    10, 2020 Page 2
FirstName LastName
         discuss the impact timing differences related to the recognition and
amortization of the
         discount on purchased loans has on Contribution Profit, it is unclear
that your current
         presentation is compliant with Item 10(e) of Regulation S-K in that it
appears that the
         exclusion of this activity creates an individually tailored pattern of
recognition and
         measurement. Refer to Question 100.04 of the Compliance and Disclosure
         on Non-GAAP Measures.
Risk Factors
Risks Related to Our Business and Industry
A large percentage of our revenue is concentrated . . ., page 26

3.       We note your disclosure on page 26 that "an anticipated material
modification in the
         merchant agreement with a significant merchant partner could affect
the results of our
         operations, financial condition, and future prospects." Please
elaborate on what is meant
         by the term "anticipated" and clarify whether you expect any material
modifications to
         your significant merchant agreements to occur.
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operation, page 97

4.       We note your revised disclosures in response to our prior comment 7
and re-issue our
         comment in part. Please expand your discussion of your results of
operations for the
         periods presented to provide greater analysis to the reasons why
increases in merchant
         network revenue occurred.
Material Agreements
Shopify, page 121

5.       You disclose that you pay Shopify a fee for each sale processed
through your platform.
         Please explain to us how you account for these fees and your
consideration of ASC 606-
         10-32-25 in your treatment.
Description of Capital Stock
Certificate of Incorporation and Bylaws
Choice of Forum, page 185

6.       We note your amended disclosures in response to comment 10, and that
you have filed
         your Form of Amended and Restated Bylaws as Exhibit 3.4. In this
regard, we note that
         your risk factor disclosure on page 64 and the exclusive forum
provision contained in
         Article IX of your Form of Amended and Restated Bylaws state that the
federal district
         courts of the United States of America will be the exclusive forum for
resolving any
         complaint asserting a cause of action arising under the Securities Act
of 1933. However,
         your exclusive forum disclosure in your Description of Capital Stock
section does not
         include language to that effect. Please revise your disclosure to
reconcile this
 Max Levchin
Affirm Holdings, Inc.
December 10, 2020
Page 3

7.    We note your revised disclosures in response to our prior comment 15, and
re-issue our
      comment in part. Please disclose the source of your assertion that "[a]
lack of
      transparency by traditional financial and payments institutions, ranging
from hidden
      penalties, hard to understand 'fine print,' and unwanted bundling of
products, has led to an
      erosion of trust and a poor consumer experience. These views are
particularly acute for the
      over 160 million Gen Z and Millennials in the U.S., who prefer to build
      relationships with the brands with whom they engage and from whom they
buy products
      and services." Alternatively, please revise to describe this assertion as
your belief, if true.
        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

       You may contact Amy Geddes at (202) 551-3304 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Lamparski at (202) 551-4695 or Mara Ransom at (202) 551-3264
with any
other questions.

FirstName LastNameMax Levchin
                                                             Division of
Corporation Finance
Comapany NameAffirm Holdings, Inc.
                                                             Office of Trade &
December 10, 2020 Page 3
cc:       Gregg A. Noel
FirstName LastName