United States securities and exchange commission logo

                            February 18, 2021

       James G. Reinhart
       Chief Executive Officer
       ThredUp Inc.
       969 Broadway, Suite 200
       Oakland, CA 94607

                                                        Re: ThredUp Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted February
8, 2021
                                                            CIK No. 0001484778

       Dear Mr. Reinhart:

              We have reviewed your amended draft registration statement and
have the following
       comment. In our comment, 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 comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to this
comment and your
       amended draft registration statement or filed registration statement, we
may have additional

       Amendment No. 2 to Draft Registration Statement on Form S-1, submitted
February 8, 2021

       Our Business Model, page 75

   1.                                                   We note your response
to comment 5; however, it appears that contribution profit per
                                                        order is a numerical
measure of historical or fututre performance that excludes amounts
                                                        that are included in
the most directly comparable measure calculated and presented in
                                                        accordance with GAAP
(Gross Profit). It should therefore be identified as a Non-GAAP
                                                        measure and reconciled
to Gross Profit, the most directly comparable GAAP measure.
                                                        Please revise
 James G. Reinhart
FirstName LastNameJames G. Reinhart
ThredUp Inc.
February  NameThredUp
            2021       Inc.
Page 2 18, 2021 Page 2
FirstName LastName
        You may contact Blaise Rhodes at (202) 551-3774 or Theresa Brillant at
(202) 551-
3307 if you have questions regarding comments on the financial statements and
matters. Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser
at (202) 551-
3222 with any other questions.


                                                          Division of
Corporation Finance
                                                          Office of Trade &
cc:      Bradley C. Weber