United States securities and exchange commission logo
September 3, 2021
Jennifer Y. Hyman
Chief Executive Officer
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
Re: Rent the Runway,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
25, 2021
CIK No. 0001468327
Dear Ms. Hyman:
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. Unless we note otherwise, our references to prior comments are
to comments in our
August 13, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Subscribers and Customers, page 82
1. We note your responses
to our prior comments 4, 5, and 6 that management tracks pauses,
cancellations, and
resubscriptions by your subscribers. Please disclose in your filing the
trends discussed in the
first paragraph of your response to our prior comment 5 and the
rate of cancellations
and resubscriptions by subscribers. In this regard, we note your
response that the
company is focused on long-term retention rates, and you state
that resubscriptions
result in high levels of retention measured over long periods.
Alternatively, tell us
why you believe the company s historical patterns and the ability of
Jennifer Y. Hyman
Rent the Runway, Inc.
September 3, 2021
Page 2
customers to pause subscriptions and subsequently resume their
membership, or to cancel
their subscription and return to the platform, are misleading, as you
noted in your response
to comments. Please be specific in your explanation why this
particular information is
misleading, and why contextual disclosure would not help ameliorate
such potentially
misleading information.
Business, page 106
2. We reissue our prior comment 14. While we note your response that 2020
results were
uniquely different from prior periods, these results may prove
material to investors for
current and future periods, as the COVID-19 pandemic is still ongoing.
Our Unique Brand Partner Approach, page 116
3. We reissue our prior comment 16 in part. Please include a general
summary of your
revenue sharing arrangements under your Share by RTR and Exclusive
Designs sourcing
strategies. For example, your response letter states that the
consideration owed to the
brand partners varies based on the usage of the underlying sourced
item, but you have not
provided investors context for how much the consideration may vary,
how it is calculated,
and if the consideration payable at each usage rate varies by sourcing
partner.
Rent the Runway, Inc. Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
4. Your statement of operations for all periods presented indicates that
the weighted average
shares used to compute basic and diluted net loss attributable to common
shareholders
exceeds the number of common shares outstanding at the beginning and end
of each
period as reflected in your statements of changes in redeemable
preferred stock and
stockholders' deficit. This appears to be due to the fact that you have
included shares of
common stock associated with equity-classified common stock warrants
with an exercise
price of $.01 as outstanding for purposes of computing basic and diluted
net loss per share
attributable to common shareholders because the shares may be issued for
little or no
consideration, are fully vested and are exercisable after the original
issuance date as
disclosed on pages F-15 and F-16. Please explain why you believe it is
appropriate to
FirstName LastNameJennifer Y. Hyman
reflect these warrants as "nominal issuances" for purposes of your loss
per share
Comapany NameRentwhen
computations the Runway,
it appearsInc.
they were valued at fair value in
connection with your
financing
September transactions
3, 2021 Page 2 with Temasek Holdings.
FirstName LastName
Jennifer Y. Hyman
FirstName LastNameJennifer Y. Hyman
Rent the Runway, Inc.
Comapany 3,
September NameRent
2021 the Runway, Inc.
September
Page 3 3, 2021 Page 3
FirstName LastName
You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Jacqueline Kaufman at 202-551-3797 with
any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services
cc: Marc D. Jaffe, Esq.