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CORRESP
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CORRESP

 Jon C. Avina

 +1 650 843 5307

javina@cooley.com

*FOIA Confidential Treatment Request*

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

August 25, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Alyssa Wall

Erin Jaskot

 Suying Li

Theresa Brillant

Re:
 Maplebear Inc.

Amendment No. 6 to Draft Registration Statement on Form S-1

Submitted August 4, 2023

CIK No. 0001579091

 Ladies and
Gentlemen:

 On behalf of Maplebear Inc. (the “Company”), we are providing this letter in response to the comment (the
“Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated August 17, 2023 with respect to Amendment
No. 6 to the Company’s Draft Registration Statement on Form S-1 (the “Registration Statement”), confidentially submitted on August 4, 2023.

Set forth below is the Company’s response to the Comment, which for your convenience we have incorporated into this response letter.

Due to the commercially sensitive nature of certain information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. § 200.83,
that certain portions of this letter be maintained in confidence, not be made part of any public record, and not be disclosed to any person. In accordance with 17 C.F.R. § 200.83(d)(1), if any person (including any governmental employee who is
not an employee of the Securities and Exchange Commission) should request access to or an opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials
pertaining to such request (including, but not limited to, the request itself) and be given at least 10 business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any
remedies available to it. In such event, we request that you telephone the undersigned at (650) 843-5307 rather than rely on the U.S. mail for such notice.

 Maplebear Inc.
requests that the information contained in this letter, identified by the mark “[***]”,

 be treated as confidential
information pursuant to 17 C.F.R. § 200.83.

 U.S. Securities and Exchange Commission

August 25, 2023

  Page
 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Performance in the Six Months Ended June 30, 2023, page 129

1.
 The grant-date fair value of equity table disclosed on page 134 indicates that the fair market value of your
RSU decreased from $120.02 in 2021 to $35.72 in the first half of 2023. Please provide us a quantified explanation for the decrease in your RSU fair market value. Once you have an estimated offering price, please provide us an analysis explaining
the reasons for the differences between recent valuations used for your share-based transactions leading up to the IPO and the estimated offering price.

The Company has provided below a quantified analysis for the decrease in the grant date fair value for its restricted stock units
(“RSUs”) over the time period specified. The Company has also revised the disclosure on pages 119, 136, and 137 of the Registration Statement.

Historical Fair Value Methodology and Determination

Fair Value Methodology

 The estimated fair value
per share of the Company’s common stock has historically been determined at each grant date by the board of directors (the “Board”), taking into account contemporaneous independent common stock valuation reports
(“Valuation Reports”) from a professional third-party valuation firm commissioned by the Company’s Board. Such Valuation Reports were performed in accordance with the guidelines outlined in the American Institute of
Certified Public Accountants Practice Aid, Valuations of Privately Held Company Equity Securities Issued as Compensation. The Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the
best estimate of fair value of the Company’s common stock, as described on pages 169 through 171 of the Registration Statement.

 At each valuation
date, the Company derived the enterprise value using the income or market approach valuation methods, or a combination of both, each as described in further detail on page 170 of the Registration Statement. After determining enterprise value, the
Valuation Reports utilized either the option pricing method (“OPM”) or a hybrid of the OPM and the probability-weighted expected return method (“PWERM”) to allocate the enterprise value of the Company
to the various classes and series of the Company’s capital stock. As described on page 170 of the Registration Statement, the Company also considered the enterprise value or common stock market value implied by any recent sales of common and/or
preferred stock (“Secondary Transactions”).

 In determining the estimated fair value of the Company’s common stock as of each
grant date, the Board also considered that the Company’s common stock is not freely tradable in the public markets. Therefore, the estimated fair value of the Company’s common stock at each valuation date reflects a discount for lack of
marketability partially based on the anticipated likelihood and timing of a future liquidity event as well as market volatility. The probability and timing of each potential liquidity event and the weighting of the different valuation methods in the
Valuation Reports were based upon discussions between the Board and management team.

 Maplebear Inc.
requests that the information contained in this letter, identified by the mark “[***]”,

 be treated as confidential
information pursuant to 17 C.F.R. § 200.83.

 U.S. Securities and Exchange Commission

August 25, 2023

  Page
 3

 Summary of Historical Fair Value Determinations

The results of the Valuation Reports covering the period from January 1, 2021 through the date of this letter (the “Review
Period”) are summarized in the table below.

Date of Valuation Report

Fair Value per Share

 December 31, 2020

$
47.69

 February 28, 2021

$
116.16

 May 31, 2021

$
117.84

 August 31, 2021

$
122.38

 November 30, 2021

$
121.50

 February 28, 2022

$
76.74

 May 31, 2022

$
44.78

 August 31, 2022

$
38.37

 November 30, 2022

$
30.18

 February 28, 2023

$
35.58

 May 31, 2023

$
 35.81

 To facilitate the Staff’s review, the table below contains a complete list of all shares of common stock underlying
equity awards granted during the Review Period, which awards consist of RSUs and shares of restricted stock (“Restricted Stock”), as well as the underlying common stock grant date fair value per share used for financial
reporting purposes. The equity awards granted during the Review Period are each subject to service-based and/or market-based vesting conditions, which have been satisfied for certain of the awards as of the date hereof, as well as a liquidity
event-based vesting condition, which will be satisfied upon the effectiveness of the Registration Statement. As a result, the Company has not recognized any stock-based compensation expense in connection with the satisfaction of service-based and/or
market-based vesting conditions for these equity awards through the date hereof. The Company will not recognize any stock-based compensation expense in respect of these awards until the liquidity event-based vesting condition has been satisfied,
which will occur upon the effectiveness of the Registration Statement, upon which time the Company will record stock-based compensation expense for awards that have satisfied the service-based vesting condition using an accelerated attribution
method over the requisite service period, as disclosed on pages 169 and F-26 of the Registration Statement.

 Maplebear Inc.
requests that the information contained in this letter, identified by the mark “[***]”,

 be treated as confidential
information pursuant to 17 C.F.R. § 200.83.

 U.S. Securities and Exchange Commission

August 25, 2023

  Page
 4

Grant Date

Shares
of Common Stock
Underlying
Awards Granted

Grant Date Fair Value
Per Share(1)(2)

 January 27, 2021

1,572,768

$
79.02

 January 27, 2021

450,000
(3)

$
79.02

 April 28, 2021

6,367,036

$
117.24

 June 18, 2021

1,216,205

$
117.84

 July 1, 2021

253,680

$
119.37

 July 3, 2021

480,000

$
119.47

 July 16, 2021

1,516,825

$
120.11

 August 2, 2021

2,413,538

$
120.95

 August 2, 2021

800,000

$
104.98
(4)

 August 16, 2021

729,088

$
121.64

 September 16, 2021

733,080

$
122.38

 October 15, 2021

665,800

$
121.94

 November 14, 2021

1,119,512

$
121.65

 December 15, 2021

386,304

$
121.50

 January 15, 2022

415,916

$
98.62

 February 17, 2022

610,864

$
82.21

 April 16, 2022

8,669,554

$
60.41

 May 4, 2022

1,089,514

$
54.16

 June 17, 2022

935,147

$
44.78

 July 21, 2022

1,904,046

$
41.23

 August 15, 2022

848,227

$
39.48

 October 8, 2022

3,893,539

$
34.95

 October 24, 2022

3,856,007

$
33.51

 December 7, 2022

431,839

$
30.18

 December 7, 2022

2,520,000

$
21.36
(5)

 February 17, 2023

66,264

$
34.92

 March 14, 2023

1,181,239

$
35.58

 May 1, 2023

6,940,800

$
35.74

 June 1, 2023

605,342

$
35.81

 July 10, 2023

662,875

$
35.81
(6)

 August 16, 2023

661,800

$
35.81
(6)

(1)
 The Company measures the fair value of RSUs and Restricted Stock based on the grant date fair value of the
underlying common stock and applies linear interpolation for awards granted between valuation dates, where appropriate. The Company believes that this straight-line methodology, when applied, provides the most reasonable basis for the valuation of
its common stock because the Company did not identify any single event that occurred during periods between valuation dates that would have caused a material change in fair value.

(2)
 Certain of these awards have been modified, cancelled, and/or replaced since their original grant dates, and as
a result, the Company remeasured the fair value for the affected awards as of the modification, cancellation, and/or replacement dates, as disclosed on pages F-54 through F-57 of the Registration Statement. The fair value per share in the table
above represents the original grant date fair value and does not reflect the aforementioned modifications.

 Maplebear Inc.
requests that the information contained in this letter, identified by the mark “[***]”,

 be treated as confidential
information pursuant to 17 C.F.R. § 200.83.

 U.S. Securities and Exchange Commission

August 25, 2023

  Page
 5

(3)
 The equity award granted on this date was for restricted stock subject to service-based and liquidity
event-based vesting conditions.

(4)
 The grant date fair value per share for these awards was determined using a Monte Carlo valuation model due to
the existence of certain market-based vesting conditions under the terms of these awards, as disclosed on pages F-26 and F-55 through F-57 of the Registration Statement. The resulting grant date fair value is lower than the contemporaneous valuation
for the Company’s common stock of $117.84 per share as the effect of the market-based vesting conditions results in a discount relative to the fair value of an award without a market-based vesting condition.

(5)
 The grant date fair value per share for these awards was determined using a Monte Carlo valuation model due to
the existence of certain market-based vesting conditions under the terms of these awards, as disclosed on pages F-26 and F-56 through F-57 of the Registration Statement. The resulting grant date fair value is lower than the contemporaneous valuation
for the Company’s common stock of $30.18 per share as the effect of the market-based vesting conditions resulted in a discount relative to the fair value of an award without a market-based vesting condition.

(6)
 The grant date fair value per share for these awards was derived from an independent common stock valuation
report as of May 31, 2023. If the Company completes any subsequent valuations of its common stock, or obtains any other indicators of fair value of its common stock, following the date hereof, the Company intends to reassess the fair value of
its common stock for these awards by incorporating all available information to date and linearly interpolate the difference between the valuation report as of May 31, 2023 and the subsequent valuation report or other indicators of fair value.

 As detailed below, the decrease in the fair value per share of the Company’s common stock and the related decrease in the grant
date fair values of the Company’s equity awards since late 2021 was primarily driven by significant decreases in the enterprise value-to-revenue ratios of
comparable companies throughout 2022, with these ratios stabilizing in 2023. These decreases in enterprise value-to-revenue ratios of comparable companies were primarily
due to the overall weakening of the equity capital markets in 2022 in light of a rapid and sustained increase in inflation, interest rates, and macroeconomic uncertainty.

Analysis of Valuation Changes in 2021

 In February 2021,
the Company determined an estimated fair value of its common stock of $116.16 per share, representing an increase of approximately 144% from the prior December 2020 valuation of $47.69 per share. The February 2021 valuation derived the enterprise
value using the backsolve OPM valuation method based on the sale price per share of Series I preferred stock of $125.00 (the “Series I Price”), which shares were issued and sold in a private placement in February 2021. The
equity value derived from the PWERM was further corroborated by the income approach based on a discounted cash flow model (“DCF”). Management also weighted pending sales of common stock to strategic investors with prices
based on the Series I Price. The weighting of these Secondary Transactions was determined based on the factors described on page 170 of the Registration Statement. The increase in valuation was primarily driven by the Series I Price, along with
substantial increases in the trading prices of comparable companies.

 Maplebear Inc.
requests that the information contained in this letter, identified by the mark “[***]”,

 be treated as confidential
information pursuant to 17 C.F.R. § 200.83.

 U.S. Securities and Exchange Commission

August 25, 2023

  Page
 6

The increase was further supported by the initial public offering of DoorDash, Inc. (“DoorDash”)1, which was
completed in early December 2020 with an offering price per share of $102.00, with trading prices reaching up to approximately 200% of the initial public offering price per share in February 2021. Additionally, between the December 2020 and February
2021 valuations, management revised its forecasts to future profitability [***].

 Following the February 2021 valuation and through the end of 2021, the
Company performed additional valuations that yielded estimated fair values per share of the Company’s common stock of $117.84, $122.38, and $121.50. The PWERM was used as the primary valuation and equity allocation method for each of these
valuations, with 80% probability weighting assigned to the initial public offering exit scenarios under various timelines. The equity value derived from the PWERM was further corroborated by DCF models under the income approach. The enterprise value-to-revenue ratios for the selected comparable companies ranged from [***]x to [***]x for the May 2021 valuation through November 2021 valuation, based on the third
quartile of enterprise value-to-revenue ratios for comparable companies, due in pa