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United States securities and exchange commission logo





                                 January 22, 2024

       Irina Nashtatik
       Chief Financial Officer
       Nicholas Financial, Inc.
       26133 US Hwy 19 North, Suite 300
       Clearwater, FL 33763

                                                        Re: Nicholas Financial,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed January 10,
2024
                                                            File No. 333-275704

       Dear Irina Nashtatik:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our December 11,
2023 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       Risk Factors, page 14

   1.                                                   The transactions
contemplated in this S-4 would appear to result in Nicholas becoming a
                                                        shell company, as
defined by Securities Act Rule 405. Revise your risk factors section to
                                                        discuss the risks to
shareholders of owning a company that becomes a shell. Also, make
                                                        changes to your
disclosure to clarify if the Board considered shell company status in
                                                        recommending the sale
and redomestication.
       Risks Relating to the Loan Portfolio Sale, page 15

   2.                                                   We note your response
to prior comment 2. Please provide a revised response that
                                                        clarifies, if true,
that the Board did not consider the fair value analysis of the third-party
                                                        expert in its meetings
to consider the loan sale, or to recommend that shareholders
                                                        approve the sale.
Similarly, please confirm that the directors did not rely upon the fair
 Irina Nashtatik
Nicholas Financial, Inc.
January 22, 2024
Page 2
       value analysis for purposes of the BCBCA for determining if they met
their fiduciary
       duty.
3.     We note your response to prior comment 6 and reissue in part. We note
your disclosure,
       on page 43, that "[a]ssuming closing of the Loan Portfolio Sale, [you]
intend to explore
       strategic alternatives for the use of the net proceeds from the sale and
seek to maximize
       the value of deferred tax assets, including net operating losses,
available to the
       Corporation. The overall timeframe and structure of the Corporation   s
restructuring
       remains uncertain." We also note that the Board considered "alternatives
and transactions
       involving the Corporation as a whole, such as a merger, reverse merger,
sale of assets,
       strategic partnership or other business combination transaction, that
would have a
       reasonable likelihood of providing value to [your] shareholders over
time in excess of the
       amount, if any, the shareholders would receive in a liquidation." Revise
this risk factor to
       clarify whether the board found any of these options viable and whether
there are concrete
       plans to liquidate and distribute funds. Further, revise this risk
factor to explain what
       exactly the board plans to do with the funds that are received upon the
completion of the
       purchase agreement.
Where You Can Find More Information, page 52

4.     We note your response to prior comment 7 and reissue. Please revise this
section to
       include the hyperlinks to the documents, including your 10-K and 10-Q's
that were
       incorporated by reference on page 52. Please refer to Securities Act
Rule 411.

       Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-3419
with any other questions.



                                                             Sincerely,
FirstName LastNameIrina Nashtatik
                                                             Division of
Corporation Finance
Comapany NameNicholas Financial, Inc.
                                                             Office of Finance
January 22, 2024 Page 2
cc:       Anthony D. Scioli, Esq.
FirstName LastName
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