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February 5, 2025

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance

Office of Finance
100 F Street, N.E.

Washington, D.C. 20549-6010

Todd Schiffman

Jee Yeon Ahn

Amit Pande

Submitted December 11, 2024

CIK No. 0002046042

Ladies and Gentlemen:

On behalf of Jefferson Capital, Inc. (the “Company”), we submit this letter in response to the comments received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) by letter, dated January 8, 2025 (the “Comment Letter”), regarding the Company’s Draft Registration Statement on Form S-1, as submitted to the Staff on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on December 11, 2024 (the “Draft Registration Statement”).

The Company is concurrently confidentially submitting to the Staff Amendment No. 1 to the Draft Registration Statement (“Amendment No. 1”), which reflects certain revisions to the Draft Registration Statement in response to the Comment Letter as well as certain other changes.

For ease of review, we have set forth below the comment of your letter in bold type followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1 and all references to page numbers in such responses are to page numbers in Amendment No. 1.

February 5, 2025

Page 2

Draft Registration Statement on Form S-1

General

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages ii, 12, 102, 105 and 110 to characterize statements as based on beliefs (where applicable) and provide the basis for the Company’s expressed beliefs about its market position. The Company advises the Staff that the Company’s market assessments are generally based on a number of sources and factors, including publicly available information about the distressed and insolvent receivables markets and the Company’s competitors, the size of the Company’s client base and management’s experience in and knowledge of the industry and the competitive landscape. The Company is not aware of any third-party industry source that publishes holistic data regarding the companies who serve the distressed and insolvent receivables markets and their relative market positions and as such, though it believes each of the statements included in Amendment No. 1 is accurate, is unable to conclusively substantiate such statements solely from publicly available information.

The following discussion details the Company’s basis for each of the statements referenced in the Staff’s comment. The Company advises the Staff that the Company’s ability to publicly disclose the names of its clients is restricted by non-disclosure obligations and that references to specific clients are therefore anonymized.

February 5, 2025

Page 3

“We believe we are the market leader in the Telecom and Utilities market” (page 9)

This belief is based on the Company’s assessment of its client base and the competitive environment in the telecom and utilities receivable markets in the United States and the United Kingdom, which is further described below.

“Today, we believe we are the market leader in several asset classes in the United States, Canada and the United Kingdom including:

This belief is based on the Company’s assessment of its client base and the competitive environment in the U.S. nonperforming telecom receivables market. In general, the Company is not aware of any notable competitors and has purchased large quantities of portfolios in this market over multiple years.

The Company has large-volume agreements with two of the three largest telecom companies in the United States. Among others, the Company has had an exclusive forward flow agreement with the largest of these two clients, covering all of its wireless charged-off accounts for the last ten years, and purchased $7 billion in face value of nonperforming accounts from the other client in December 2023, which was this client’s first sale of nonperforming accounts. To the Company’s knowledge, the third telecom company does not sell its nonperforming accounts. In addition, the Company has agreements with other small and mid-sized telecom companies, including one exclusive forward flow agreement covering all nonperforming accounts of one of these client during the last five years.

The Company generally views the telecom and utilities market as a single market category, however, since limited data specific to the U.S. utilities market is available, the Company has revised the tabular disclosure on pages 5 and 92 through 93 to clarify that utilities data is excluded due to a lack of availability and the disclosure on pages 5, 12, 93, 102 and 110 to describe the Company’s market leadership in terms of the telecom receivables market in the United States.

In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 102 and 110 to reflect that the Company believes it is “the largest or second largest” purchaser of both nonperforming and insolvent auto finance receivables in the United States. This belief is based on the Company’s market knowledge, including information gathered in insolvency-related auctions for receivables in which the Company and its key competitors are acting as bidders, and information obtained from the competitors’ public filings. The Company is aware of only one large competitor in this asset class. Furthermore, the Company believes, based on this competitor’s public filings and the Company’s market knowledge, that this main competitor does not purchase all types of portfolios within the auto finance asset class and focuses exclusively on secured auto accounts, while the Company purchases all types of portfolios, including secured and unsecured, insolvent and distressed auto finance accounts. Therefore, the Company believes that it is likely the largest or at least the second largest purchaser in this asset class.

February 5, 2025

Page 4

Based on the Company’s market knowledge, including information gathered in insolvency-related auctions for receivables in which the Company and its key competitors are acting as bidders, the Company is only aware of one competitor buying insolvent consumer receivables in the United States at a volume comparable to itself. In such competitor’s public filings, the competitor discloses having purchased insolvent accounts for an aggregate purchase price of less than $100 million for the year ended December 31, 2023, collectively in the United States, Canada and Latin America. In comparison, during the same period, the Company purchased insolvent accounts for an aggregate purchase price of $105.5 million in the United States and Canada alone, with the majority of purchases in the United States. This figure is noticeably larger than the aggregate purchase price paid by this competitor, whose figure also includes Latin America. Therefore, the Company believes it is the largest or at least the second largest purchaser of insolvent consumer receivables in the United States.

This belief is based on the Company’s assessment of its client base and the competitive environment in the Canadian nonperforming and insolvent consumer receivables market. In general, the Company is not aware of any sizable competitors with a client base comparable to that of the Company.

The Company has significant forward flow agreements with three of the five largest banks in Canada, including exclusive forward flow agreements with two of them covering all their respective insolvent consumer loan accounts and a forward flow agreement with one bank covering certain distressed consumer loan accounts. The other two of the five largest banks do not currently sell either their distressed or insolvent accounts. In addition, the Company has forward flow agreements with a number of other major banks, finance and telecom companies in Canada. The Company believes there are two other competitors that operate in Canada, but both are much smaller in the Canadian market, having few, if any, remaining active clients. To the Company’s knowledge, this makes it the largest purchaser of both nonperforming and insolvent consumer receivables in Canada.

This belief is based on the Company’s assessment of its client base in the United Kingdom, which includes more than 10 large telecom and utility companies, covering what the Company believes is the majority of the telecom and utilities market. The Company believes it is the largest purchaser of nonperforming telecom and utilities receivables for each of these companies and therefore in the United Kingdom overall. The Company has won approximately 50% of the auctions for telecom and utility receivables in which it has competed in the United Kingdom collectively for the years ended December 31, 2023 and 2024, and this also leads the Company to believe that it purchases a majority of the telecom and utility receivables available in the United Kingdom. In general, the Company is not aware of any sizable competitors pursuing nonperforming telecom and utilities receivables in the United Kingdom with a client base comparable to that of the Company.

February 5, 2025

Page 5

“Unlike some of our peers, we pursue nonperforming loan purchase opportunities across a wide variety of asset classes and in insolvency as well as distressed receivables and have for a long time been a leader in the United States in those asset classes” (page 101);

In response to the Staff’s comment, the Company has revised the disclosure on pages 15, 16 and 105 and refers the Staff to the discussion of the Company’s position in the U.S. nonperforming telecom receivables market, the U.S. nonperforming and insolvent auto finance receivables market and the U.S. insolvent consumer receivables market above. The Company believes this is a reasonable basis for the statement that the Company believes it is “a leader in the United States in several of those asset classes”.

“We believe we are the largest or second largest purchaser of insolvent consumer receivables in the United States (page 106)

The Company respectfully refers the Staff to the basis for this statement discussed above.

and we believe we are the largest purchaser of insolvent consumer receivables in Canada” (page 106)

The Company respectfully refers the Staff to the basis for this statement discussed above. In addition, the Company advises the Staff that most of the major Canadian banks do not sell their insolvent accounts today. Nevertheless, the Company has for several years purchased significant portfolios of insolvent consumer accounts exclusively from two of the five largest banks in Canada and is currently negotiating to purchase a significant portion of the insolvent consumer accounts from a third bank. The other two of the five largest banks do not currently sell their insolvent accounts. In addition, the Company has forward flow agreements covering all insolvency accounts of a number of other major banks, finance and telecom companies in Canada. To the Company’s knowledge, this makes it the largest purchaser of insolvent consumer receivables in Canada.

“In some of our asset classes, we do not believe we have any significant competitors” (page 110)

The Company respectfully refers the Staff to the discussion of the Company’s position in the U.S. nonperforming telecom receivables market and the Canadian nonperforming and insolvent consumer receivables markets above.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 17, 31, 87, 88, 106 and 107.

February 5, 2025

Page 6

Response: The Company respectfully acknowledges the Staff’s comment and will supplementally provide the Staff with copies of any such written communications, when available, under separate cover.

Cover Page

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page to reflect the firm commitment nature of the underwriting.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page.

Market and Industry Data, page ii

Response: In response to the Staff’s comment, the Company has revised the disclosure on page ii.

Prospectus Summary

Competitive advantages from variable cost business model with proprietary collection capabilities, page 13

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 13, 14, 103, 112 and 113.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 39, 112 and 113.

February 5, 2025

Page 7

Our Growth Strategy, page 14

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 14, 15, 47 and 104.

Enter the high street bank market in the United Kingdom, page 16

Response: In response to the Staff’s comment, the Company has revised the disclosure on page v to include a definition of “high street banks” in the glossary.

Our Sponsor, page 23

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 22 to clarify the current role and function of J.C. Flowers as the Company’s sponsor. As set forth in the “Principal and Selling Stockholders” section on page 141, the Company expects that certain entities affiliated with J.C. Flowers will be selling stockholders in the offering; however, the Company has not identified additional selling stockholders at this juncture. The Company respectfully advises the Staff that it intends to provide a brief description of the transactions in which the selling stockholders obtained the securities being sold pursuant to the registration statement in a pre-effective amendment after such selling stockholders have been identified.

Summary Consolidated Financial and Operating Information, page 27

Response: The Company respectfully acknowledges the Staff’s comment and submits to the Staff that the Company has reviewed Item 4870.1 of the Division of Corporation Finance’s Financial Reporting Manual, which states that: “Unless the auditor reports on selected financial data using the guidelines in AS3315, the information should not be labeled or described as audited. However, it would be acceptable to state that the information is derived from audited financial statements,” and based on such review, does not believe that it is required to label the columns of financial and operating information presented in the “Summary Consolidated Financial and Operating Information” section as “Audited.” The Company respectfully advises the Staff that Deloitte & Touche LLP was not engaged to provide a report on the selected financial data and refers the Staff to the introductory paragraph in the “Summary Consolidated Financial and Operating Information” section on page 26, where the Company discloses that the summary consolidated financial information for the years ended December 31, 2024 and 2023 is derived from the Company’s audited consolidated financial statements and related notes.

February 5, 2025

Page 8

Risk Factors, page 31

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 17, 31, 87, 88, 106 and 107.

Risks Related to our Business, page 31

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company does not believe the consent order entered into by the CFPB in 2022 impacts the Company’s ability to recover funds. The Company notes that such consent order was specific to garnishment practices on consumer bank accounts (“bank garnishments”). The Company discontinued bank garnishments during the COVID-19 pandemic and has not resumed that practice.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 20 and 33.

Our international operations expose us to risks, which could harm our business, page 34

Response: The Company respectfully acknowledges the Staff’s comment and refers the Staff to the following sections of the Draft Registration Statement that, in the Company’s view, break out and discuss the most significant risks related to the Company’s international operations:

February 5, 2025

Page 9

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold, page 43

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 43, 150 and 159.

Use of Proceeds, page 52

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 24 and 52.

February 5, 2025

Page 10

Supplemental Performance Data as of December 31, 2024

Previously Charged-Off Receivables Portfolio Performance, page 71

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 76 and 77.

Critical Accounting Estimates, page 81

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 84 through 87.

Exclusive Forum, page 139

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 148.

Description of Certain Indebtedness

Revolving Credit Facility, page 142

February 5, 2025

Page 11

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 40, 41 and 152. The Company respectfully advises the Staff that the Company intends to update the status of its compliance with restrictive covenants to a more recent date on or around the time the Company’s audited financial statements for the year ended December 31, 2024 become available.

Note 1. Organization, Description of Business and Summary of Significant Accounting Policies

Investments in Previously Charged-off Receivables, page F-11

Response: The Company respectfully submits to the Staff that the Company recognizes revenue from zero basis portfolio collections in two areas:

The Company respectfully advises the Staff that the zero basis portfolios represented only $0.8 million in collections for the year ended December 31, 2023, a minor portion of the Company’s total collections for such period. In response to the Staff’s comment, the Company has revised the disclosure on pages 76 and 77 to include in the same table that was added in response to Staff’s comment number 19, a line item to disclose the amount of revenue recognized from zero basis portfolios for each segment and each business line for the year ended December 31, 2024, and the same was noted for both the years ended December 31, 2023 and December 31, 2024 in footnotes 3 and 6 on page 80 with respect to the table for Collections by Year of Purchase.

Servicing Expenses, page F-14

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that legal commission expense for the year ended December 31, 2023 was $18.3 million (18% of total servicing expenses). In response to the Staff’s comment, the Company has revised disclosure on pages 65 and 66 to disclose the amount of legal commission expenses recognized in each of the periods presented and to present any material components of its servicing expenses. The Company respectfully advises the Staff that the Company intends to include observed changes in trends in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in a pre-effective amendment to the Registration Statement on Form S-1.

February 5, 2025

Page 12

Note 5. Credit Card Receivables, page F-18

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s credit card receivables are comprised solely of revolving loans. Risks related to credit card receivables include, but are not limited to, payment history and current payment performance. The Company respectfully directs the Staff to F-18 - F-20, which demonstrates Company’s utilization of payment history and current payment status to facilitate the monitoring of credit quality for credit card receivables, and for the purpose of determining an appropriate allowance for credit losses for these receivables. As there is no term loan component of the Company’s credit card receivables and such receivables are never converted into term loans, the Company does not believe that ASC 326-20-50-6A is applicable.

* * *

February 5, 2025

Page 13

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-1281 with any questions or comments regarding this correspondence.

David Burton, President and Chief Executive Officer, Jefferson Capital, Inc.

Christo Realov, Chief Financial Officer and Treasurer, Jefferson Capital, Inc.

Matthew Pfohl, Esq., Chief Administrative Officer, General Counsel and Secretary, Jefferson Capital, Inc.

Erika L. Weinberg, Esq., Latham & Watkins LLP