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United States securities and exchange commission logo
March 12, 2021
James G. Reinhart
Chief Executive Officer
ThredUp Inc.
969 Broadway, Suite 200
Oakland, CA 94607
Re: ThredUp Inc.
Registration
Statement on Form S-1
Filed March 3, 2021
File No. 333-253834
Dear Mr. Reinhart:
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
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
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Revenue Impact, page 89
1. We note that you
include preliminary estimates of Gross Merchandise Value and Revenue
for the fiscal period
ended February 28, 2021, but you do not provide estimates for
operating costs or
other similar line items, or narrative disclosure about trends in your
operating costs or
similar line items, that would balance your disclosure. In this regard,
please revise your
registration statement to provide context for your preliminary estimates,
or remove these
estimates from your filing. Further, we note your disclosure that "[o]ur
actual first quarter
2021 results may be affected by review adjustments and other
developments that may
arise between now and the time our financial results for the first
quarter of 2021 are
finalized, and such changes could be material" (emphasis added). If
James G. Reinhart
ThredUp Inc.
March 12, 2021
Page 2
you choose to disclose preliminary results, you should be able to assert
that the actual
results are not expected to differ materially from those reflected in the
preliminary
results. Accordingly, please remove or revise this statement.
Principal Stockholders, page 167
2. Please update this table as of a recent practicable date. Refer to Item
403 of Regulation S-
K.
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.
Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.
Sincerely,
FirstName LastNameJames G. Reinhart
Division of
Corporation Finance
Comapany NameThredUp Inc.
Office of Trade &
Services
March 12, 2021 Page 2
cc: Bradley C. Weber
FirstName LastName