SecProbe.io

CORRESP
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 RENT THE RUNWAY, INC.
 10 Jay Street
 Brooklyn, New York 11201

 September 29, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Rent the Runway, Inc.
 Registration Statement on Form S-1 (File No. 333-290358)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rent the Runway, Inc., a Delaware corporation (the “ Company ”), hereby requests that the Securities and Exchange Commission accelerate the effective date of their Registration Statement on Form S-1 (File No.
 333-290358) filed on September 18, 2025 and amended on September 29, 2025 (the “ Registration Statement ”) and declare the
 Registration Statement effective as of September 30, 2025 at 4:00 P.M., Washington, D.C. time, or as soon thereafter as practicable.

 If you have any questions, please do not hesitate to contact Nicole Brookshire of Davis Polk & Wardwell LLP at (212) 450-4206 or Paul Scrivano of Davis Polk
 & Wardwell LLP at (650) 752-2008. The Company respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Nicole Brookshire or Paul Scrivano and that such effectiveness also be confirmed in
 writing.

 Very truly yours,
 RENT THE RUNWAY, INC .

 By:

 /s/ Jennifer Y. Hyman

 Name: Jennifer Y. Hyman
 Title: Chief Executive Officer

 cc:

 Nicole Brookshire
 Paul Scrivano
 Davis Polk & Wardwell LLP
 450 Lexington Avenue
 New York, New York 10017

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 2025

Jennifer Hyman
Chief Executive Officer
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201

 Re: Rent the Runway, Inc.
 Registration Statement on Form S-1
 Filed September 18, 2025
 File No. 333-290358
Dear Jennifer Hyman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Paul S. Scrivano
</TEXT>
</DOCUMENT>

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January 17, 2025

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Keira Nakada

    Rufus Decker

    Re:
    Rent the Runway, Inc.

    Form 10-K for Fiscal Year Ended January 31, 2024

    Item 2.02 Form 8-K Filed December 9, 2024

    File No. 001-40958

Dear Ms. Nakada and Mr. Decker:

On behalf of Rent the Runway, Inc. (the “Company”),
we are submitting this letter to respond to comments provided by the staff (the “Staff”) of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission in your letter dated January 10, 2025, relating to the Company’s Form 10-K for Fiscal
Year Ended January 31, 2024, filed on April 11, 2024 (the “Form 10-K”) and Item 2.02 of the Company’s Form 8-K, filed
on December 9, 2024 (the “Form 8-K”). For the Staff’s convenience, the Staff’s comments are restated in italics
prior to each of the Company’s responses.

Form 10-K for Fiscal Year Ended January 31,
2024

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Key Business and Financial Metrics

Adjusted EBITDA and Adjusted EBITDA Margin, page 74

 1. When you present and/or discuss a non-GAAP measure, such as adjusted EBITDA margin (pages 74 and 80),
please also present and/or discuss the comparable GAAP measure, net loss as a percentage of revenue, with equal or greater prominence.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of our Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Similarly revise your Forms 10-Q and Item 2.02 Forms 8-K.

The Company respectfully acknowledges the Staff’s
comment. The Company advises the Staff that, in future filings as well as the Company’s earnings releases furnished

    1

under Item 2.02 of Form 8-K, when presenting or discussing
a non-GAAP measure, such as adjusted EBITDA margin, the Company will present or discuss the most directly comparable GAAP measure, such
as net loss as a percentage of revenue, with equal or greater prominence.

Item 2.02 Form 8-K Filed December 9, 2024

Exhibit 99.1

 2. When you present and/or discuss non-GAAP measures, such as record low cash consumption, improved free
cash flow consumption, free cash flow and free cash flow margin, please also present and/or discuss the comparable GAAP measures with
equal or greater prominence. Also, remove your reconciliation from net loss to free cash flow, since net cash (used in) provided by operating
activities appears to be the comparable GAAP measure to free cash flow. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10
of our Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company respectfully acknowledges the Staff’s
comment. The Company advises the Staff that, in future earnings releases furnished under Item 2.02 of Form 8-K, when presenting or discussing
non-GAAP measures, such as record low cash consumption, improved free cash flow consumption, free cash flow and free cash flow margin,
the Company will present or discuss the most directly comparable GAAP measures with equal or greater prominence. The Company also advises
the Staff that the Company will remove its reconciliation from net loss to free cash flow.

The Company plans to incorporate the new disclosures
noted throughout this response letter beginning with its earnings release for the fiscal year ended January 31, 2025, to be furnished
under Item 2.02 of Form 8-K, and its Form 10-K for the fiscal year ended January 31, 2025.

Please do not hesitate to contact the undersigned
if you have any questions regarding the foregoing, or if we may provide additional information.

Very truly yours,

/s/ Siddharth Thacker

Siddharth
Thacker

Chief Financial
Officer

    cc:
    Jennifer Y. Hyman, Chief Executive Officer, Rent the Runway, Inc.

    Cara Schembri, Chief Legal and Administrative Officer; Secretary, Rent the Runway, Inc.

    Nicole Brookshire, Davis Polk & Wardwell LLP

    2

January 17, 2025
Siddharth Thacker
Chief Financial Officer
Rent the Runway, Inc.
10 Jay Street
Brooklyn, NY 11201
Re:Rent the Runway, Inc.
Form 10-K for Fiscal Year Ended January 31, 2024
File No. 001-40958
Dear Siddharth Thacker:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

January 10, 2025
Siddharth Thacker
Chief Financial Officer
Rent the Runway, Inc.
10 Jay Street
Brooklyn, NY 11201
Re:Rent the Runway, Inc.
Form 10-K for Fiscal Year Ended January 31, 2024
Item 2.02 Form 8-K Filed December 9, 2024
File No. 001-40958
Dear Siddharth Thacker:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended January 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business and Financial Metrics
Adjusted EBITDA and Adjusted EBITDA Margin, page 74
1.When you present and/or discuss a non-GAAP measure, such as adjusted EBITDA
margin (pages 74 and 80), please also present and/or discuss the comparable GAAP
measure, net loss as a percentage of revenue, with equal or greater prominence. Refer
to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of our Non-GAAP
Financial Measures Compliance and Disclosure Interpretations. Similarly revise your
Forms 10-Q and Item 2.02 Forms 8-K.
Item 2.02 Form 8-K Filed December 9, 2024
Exhibit 99.1
When you present and/or discuss non-GAAP measures, such as record low cash
consumption, improved free cash flow consumption, free cash flow and free cash flow
margin, please also present and/or discuss the comparable GAAP measures with equal 2.

January 10, 2025
Page 2
or greater prominence. Also, remove your reconciliation from net loss to free cash
flow, since net cash (used in) provided by operating activities appears to be the
comparable GAAP measure to free cash flow. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of our Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
            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.
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 5, 2024
Jennifer Hyman
Chief Executive Officer and Director
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
Re:Rent the Runway, Inc.
Registration Statement on Form S-3
Filed May 28, 2024
File No. 333-279757
Dear Jennifer Hyman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Marc D. Jaffe

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    RENT THE RUNWAY, INC.

    10 Jay Street

    Brooklyn, New York 11201

    June 4, 2024

    VIA EDGAR TRANSMISSION

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-6010

              Attention:

              Alyssa Wall

             Re:

              Rent the Runway, Inc.

            Registration Statement on Form S-3 (Registration No. 333-279757)

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (Registration
      No. 333-279757) (the “Registration Statement”) of Rent the Runway, Inc. (the “Company”).  We respectfully request that the Registration Statement become effective as of
      4:00 p.m., Eastern Time, on June 6, 2024, or at such later time as the Company or its counsel may orally request via telephone call to the staff.  Once the Registration Statement has been declared effective, please orally confirm that event with our
      counsel, Latham & Watkins LLP, by calling Marc Jaffe at (212) 906-1281.

    If you have any questions regarding the foregoing, please do not hesitate to contact Marc Jaffe at (212) 906-1281, of Latham & Watkins LLP.  Thank you in advance for your consideration.

              Very truly yours,

                RENT THE RUNWAY, INC.

            By:

            /s/ Siddharth Thacker

            Name:

            Siddharth Thacker

              Title:

              Chief Financial Officer

              cc:

              Jennifer Hyman, Chief Executive Officer

                Marc Jaffe, Latham & Watkins LLP

                Jenna Cooper, Latham & Watkins LLP

CORRESP
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CORRESP

1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C

 October 26, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attention:

 Blaise Rhodes

 Linda Cvrkel

Taylor Beech

 Jacqueline Kaufman

Re:

 Rent the Runway, Inc. Amendment No. 2 to Registration Statement on Form S-1

Filed October 22, 2021

 File No. 333-260027

 Ladies and Gentlemen:

On behalf of Rent the Runway, Inc. (the “Company”), we are hereby attaching as Exhibit A hereto changes to the
Registration Statement on Form S-1 (“Amendment No. 2”). The Company previously filed Amendment No. 2 to the Registration Statement with the
Securities and Exchange Commission (the “Commission”) on October 22, 2021 (“Registration Statement”). Exhibit A shows revisions to reflect the Company’s responses to comments provided orally
by the staff of the Commission (the “Staff”) in telephone conversations on October 26, 2021. The Company will reflect the revisions in Exhibit A in the final prospectus filed pursuant to Rule 430A.

 October 26, 2021

  Page
 2

 * * *

We hope the foregoing is responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-1281 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Marc D. Jaffe

 Marc D. Jaffe

 of LATHAM & WATKINS
LLP

cc:
 (via email)

Jennifer Y. Hyman, Chief Executive Officer, Rent the Runway, Inc.

Scarlett O’Sullivan, Chief Financial Officer, Rent the Runway, Inc.

Cara Schembri, General Counsel & Corporate Secretary, Rent the Runway, Inc.

Emily E. Taylor, Latham & Watkins LLP

 October 26, 2021

  Page
 3

 Exhibit A

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CORRESP

 Rent the Runway, Inc.

10 Jay Street

 Brooklyn,
New York 11201

 October 26, 2021

 VIA EDGAR
TRANSMISSION

 Division of Corporate Finance

 United
States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

 Blaise Rhodes

 Linda Cvrkel

 Taylor Beech

 Jacqueline Kaufman

Re:

 Rent the Runway, Inc.

 Registration Statement on Form S-1 (Registration No. 333-260027)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-260027) (the “Registration Statement”) of Rent the Runway, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern
Time, on Tuesday, October 26, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc D. Jaffe at
(212) 906-1281.

 We understand that the staff of the Securities and Exchange Commission will consider this request
as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact Marc D. Jaffe of Latham & Watkins LLP at the number set forth above.

 Thank you for your assistance in this matter.

 Very truly yours,

 Rent the Runway, Inc.

 By:

 /s/ Scarlett O’Sullivan

Name:  Scarlett O’Sullivan

Title:    Chief Financial Officer

cc:
 (via email)

 Jennifer Y. Hyman, Chief Executive Officer, Rent the Runway, Inc.

 Cara Schembri, General Counsel & Corporate Secretary, Rent the Runway, Inc.

 Marc D. Jaffe, Latham & Watkins LLP

 Emily E. Taylor, Latham & Watkins LLP

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 October 26, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Re:

 Rent the Runway, Inc.

Registration Statement on Form S-1

File No. 333-260027

 Acceleration Request

 Requested
Date:

 Requested Time:

 October 26, 2021

 4:00 p.m.,
Eastern Daylight Time

 Ladies and Gentlemen:

 Pursuant
to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that as of the date hereof,
approximately 6,486 copies of the Preliminary Prospectus of Rent the Runway, Inc., a Delaware corporation (the “Registrant”), dated October 18, 2021, were distributed by the underwriters.

We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration
Statement, as amended, be accelerated to 4:00 p.m. Eastern Daylight Time on October 26, 2021, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the
Securities Act.

 [Signature Page Follows]

 Very truly yours,

 GOLDMAN SACHS & CO. LLC

MORGAN STANLEY & CO. LLC.

BARCLAYS CAPITAL INC.

As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement

 GOLDMAN SACHS & CO. LLC

 By:

 /s/ William Connolly

 Name:  William Connolly

 Title:    Managing Director

 MORGAN STANLEY & CO. LLC.

 By:

 /s/ Mitzi Maleny Madrid Diaz

 Name:  Mitzi Maleny Madrid Diaz

 Title:    Vice President

 BARCLAYS CAPITAL INC.

 By:

 /s/ Victoria Hale

 Name:  Victoria Hale

 Title:    Authorized Signatory

 cc:

Jennifer Y. Hyman, Chief Executive Officer

 Cara Schembri,
General Counsel & Corporate Secretary, Rent the Runway, Inc.

 Rent the Runway, Inc.

Nicole Brookshire

 Christina T. Roupas

Cooley LLP

 Marc D. Jaffe

Emily E. Taylor

 Latham & Watkins LLP

[Signature Page to Underwriter Acceleration Request]

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 CONFIDENTIAL TREATMENT REQUESTED BY RENT THE RUNWAY, INC. RTR-0001

 1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

 www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

October 22, 2021

Chicago

Paris

Dubai

Riyadh

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

VIA EDGAR AND SECURE TRANSFER

London

Singapore

Los Angeles

Tokyo

 RENT THE RUNWAY, INC. HAS REQUESTED CONFIDENTIAL TREATMENT OF THE REDACTED PORTIONS OF THIS LETTER, WHICH WERE REPLACED WITH THE
FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR, UNDER RULE 83 OF THE SEC’S RULES OF PRACTICE, AND THE COMPANY DELIVERED A COMPLETE UNREDACTED COPY OF THE LETTER TO ITS EXAMINER AT THE DIVISION OF CORPORATION
FINANCE.

Madrid

Washington, D.C.

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Blaise Rhodes

Linda Cvrkel

 Taylor Beech

Jacqueline Kaufman

Re:
 Rent the Runway, Inc.

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

Filed October 18, 2021

File No. 333-260027

Ladies and Gentlemen:

 On behalf of Rent the
Runway, Inc. (the “Company”), we are hereby filing Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment
No. 2”). The Company previously filed Amendment No. 1 to the Registration Statement with the Securities and Exchange Commission (the “Commission”) on October 18, 2021
(“Registration Statement”). Amendment No. 2 has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received on October 20, 2021 from the staff of the Commission
(the “Staff”).

 For ease of review, we have set forth below each of the numbered comments of your letter in bold
type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2 and all references to page numbers in such responses are to page numbers in
Amendment No. 2.

 The Company respectfully requests confidential treatment for certain portions of this letter pursuant to Rule 83 of
the Commissions’ Rules on Information and Requests, 17 C.F.R. § 200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this letter. The
copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version has been separately filed with the Commission.

 CONFIDENTIAL TREATMENT REQUESTED BY RENT THE RUNWAY, INC. RTR-0001

October 22, 2021

  Page
 2

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

 A Letter From Our Co-Founder Jennifer Y. Hyman, page iii

1.
 We note your disclosure that Rent the Runway has emerged “stronger” after the impact of the COVID-19 pandemic on the business in 2020. Please revise to specify on what basis the company is stronger.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page iv of Amendment
No. 2.

 Summary Consolidated Financial and Other Data, page 19

2.
 Please revise the notes to the summary consolidated financial data to include a tabular summary showing how
you calculated the pro forma net losses for the year ended January 31, 2021 and the six months ended July 31, 2021 and the related pro forma weighted average shares that were used to compute the pro forma net losses per common share for
each of these periods.

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised page 21 of Amendment No. 2.

3.
 Please revise to also disclose your pro forma balance sheet information on an as adjusted basis giving
effect to the other transactions that will occur prior to the planned offering. Your capitalization disclosures on page 79 should be similarly revised.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 21 to 22 and 79
to 80 of Amendment No. 2.

4.
 We note from footnote (2) to your summary consolidated statements of operations data that you have
stock-based compensation grants that will vest in connection with your planned public offering. Please revise MD&A and the notes to your financial statements to disclose the amount of expense that will be recognized as a result of the vesting of
these stock-based compensation grants in connection with your offering.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised page 21 of Amendment No. 2 to clarify the stock-based compensation expense included in our pro-forma EPS. The Company also
respectfully advises the Staff that it has revised the MD&A on page 124 of Amendment No. 2 to disclose the amount of unrecorded stock-based compensation expense relating to RSUs for which the time-based service vesting condition had been
satisfied or partially satisfied as of July 31, 2021 (this amount of $11.9 million is disclosed in Note 13 to the financial statements). Unaudited pro forma net loss for the year ended January 31, 2021 is adjusted for
$7.6 million of unrecorded stock-based compensation expense related to RSUs as of January 31, 2021, and unaudited pro forma net loss for the six months ended July 31, 2021 is adjusted for the incremental $4.3 million of
unrecorded stock-based compensation expense as of July 31, 2021. In addition, unaudited pro forma net loss for the year ended January 31, 2021 is adjusted for $1.0 million of stock-based compensation expense which is not included in
Note 13 to the financial statements, related to the portion of the IPO RSU Awards (as defined in Executive Compensation) that will be granted and immediately vest upon the consummation of this offering. Further information on these RSUs is included
in the Registration Statement under “Executive Compensation—Elements of Our Executive Compensation Program—Equity Compensation—IPO RSU Awards.”

 2

 CONFIDENTIAL TREATMENT REQUESTED BY RENT THE RUNWAY, INC. RTR-0001

October 22, 2021

  Page
 3

 Dilution, page 82

5.
 Please provide your calculations of how you determined your pro forma net tangible book value as of
July 31, 2021 of $(176.7) million.

 Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised page 82 of Amendment No. 2 to show the calculations of how we determined pro forma and pro forma as adjusted net tangible book value as of July 31, 2021 to align with the updated
presentation of the pro forma balance sheet information and capitalization disclosures.

 Rent the Runway, Inc. Financial Statements

Notes to Consolidated Financial Statements

13. Stock Incentive Plan, page F-37

6.
 Given the planned pricing of your initial public offering which is expected to have a midpoint of $19.50 per
share, please tell us the fair value of your common shares used in computing stock-based compensation expense associated with stock option grants made during the six month period ended July 31, 2021. Also, please explain why you believe the
weighted average grant date fair value of $7.44 which was used to value RSUs granted during the six month period ended July 31, 2021 is appropriate given the planned pricing of your public offering as well as the fact that you issued preferred
shares during the period, (which will convert into common shares on a one for one basis in connection with the offering), at a significantly higher purchase price per share.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it accounts for share-based payments
to employees in accordance with ASC 718, Compensation — Stock Compensation, which requires that share-based payments (to the extent they are compensatory) be recognized in the Company’s consolidated statements of operations based on
their fair values. During the six month period ended July 31, 2021, the Company granted 3,806,970 stock options and 865,430 RSUs. See below for how the fair value of common stock prior to the IPO was considered and how the fair value compares
to the current midpoint of the range.

 See the table below for a summary of the stock options granted for the six month period ended
July 31, 2021, and associated exercise price, fair value of common stock on the grant date, and estimated fair value of each option.

 3

 CONFIDENTIAL TREATMENT REQUESTED BY RENT THE RUNWAY, INC. RTR-0001

October 22, 2021

  Page
 4

Grant Date

 Number of Shares

Subject to Options
Granted

Per Share Fair Value
of Common Stock on
Grant Date

Per Share
Estimated Fair
Value of Options

 March 2, 2021

689,141

$
6.76

$
4.11

 March 25, 2021

2,684,001

$
6.76

$
4.14

 July 14, 2021

433,828

$
11.25

$
7.28

 See the table below for a summary of the RSUs granted for the six month period ended July 31, 2021, and
fair value of common stock on the grant date, and estimated fair value of each RSU.

Grant Date

Number of Shares
Subject to RSUs
Granted

Per Share Fair
Value of Common
Stock on Grant Date

Per Share
Estimated Fair
Value of RSUs

 February 1, 2021

67,838

$
6.76

$
6.76

 February 17, 2021

50,499

$
6.76

$
6.76

 March 2, 2021

402,158

$
6.76

$
6.76

 March 25, 2021

154,859

$
6.76

$
6.76

 May 14, 2021

55,041

$
6.76

$
6.76

 May 25, 2021

4,409

$
6.76

$
6.76

 July 14, 2021

75,585

$
11.25

$
11.25

 July 15, 2021

55,041

$
11.25

$
11.25

 4

 CONFIDENTIAL TREATMENT REQUESTED BY RENT THE RUNWAY, INC. RTR-0001

October 22, 2021

  Page
 5

 Determining the Fair Value of Common Stock Prior to the IPO

Because the Company’s common stock is not yet publicly traded, the fair value of the shares of common stock underlying the stock options and RSUs has
historically been determined by a “Big 4” independent third-party valuation specialist firm and approved by the Board of Directors. The fair value of the Company’s common stock is estimated by considering a number of objective and
subjective factors, including: the valuation of comparable companies, sales of preferred stock to unrelated third parties, the Company’s operating and financial performance, the lack of liquidity of common stock and general and
industry-specific economic outlook, among other factors. During the referenced period, third-party valuations were performed as of January 31, 2021; May 31, 2021; and July 16, 2021 in accordance with the guidance outlined in the
American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The January 31, 2021 third-party valuation was prepared using a
Guideline Public Company Method (“GPCM”), which is a method utilizing a revenue multiple derived from the value of guideline public companies with similar business operations and other factors to the Company, allocated using an option
pricing method (“OPM”). The valuation methodology took into consideration the Company’s preferred stock issuances. The May 31, 2021 and July 16, 2021 third-party valuation was prepared using a Hybrid Method, which is a
probability-weighted expected return method where the equity value in one or more of the scenarios is calculated using an OPM.

 January 31,
2021 Valuation

 As of January 31, 2021, the Board of Directors determined the estimated fair value of the Company’s common stock to be
$6.76 per share based primarily on the third-party valuation report as of that date. The valuation was prepared solely on the GPCM of the market approach to estimate the total invested capital (“TIC”) of the Company utilizing the
Company’s fiscal year 2021 forecasts and a set of reasonably similar guideline public companies. This scenario estimated the future enterprise value of the Company based on the revenue multiples of 10 guideline public companies selected based
on comparability with the Company, review of analyst reports, public filings, and industry research related to companies operating within a similar industry and with a similar business model. The derived revenue multiple was applied to the
Company’s estimated fiscal year 2021 financial data to arrive at an unadjusted TIC value on a minority, marketable basis. After estimating the TIC value, an adjustment was made for cash and debt to arrive at the minority, marketable equity
value as of the valuation debt. The resulting equity value was then allocated from the OPM to the different classes of preferred stock considering the seniority of their liquidation preferences. A discount for lack of marketability of [***]% was
then applied to arrive at the concluded common stock value per share on a non-marketable basis. Note an IPO scenario was not used

 5

 CONFIDENTIAL TREATMENT REQUESTED BY RENT THE RUNWAY, INC. RTR-0001

October 22, 2021

  Page
 6

in this valuation estimate as, while possible at the date of the valuation, it was determined the probability of an IPO happening in the near term was unlikely. At this time, the Company was not
engaged in significant pre-IPO activities. In addition, the Company was still experiencing a significant impact due to the COVID-19 pandemic, including, for example,
reduced demand and active subscriber levels.

 May 31, 2021 Valuation

As of May 31, 2021, the Board of Directors determined the estimated fair value of the Company’s common stock to be $8.92 per share based primarily on
the third-party valuation report as of that date. That valuation was prepared on a minority, non-marketable interest basis using the equity value derived from a hybrid method with two different scenarios: an
IPO liquidity scenario and a stay private or OPM scenario. The IPO scenario relied on the Guideline Transactions Method (“GTM”) of the market approach to estimate the future enterprise value of the Company based on a set of guideline IPO
transactions. This scenario estimated the future enterprise value of the Company based on the revenue multiples of 12 guideline IPO transactions. The revenue multiple was applied to the Company’s actual revenue for the last twelve months to
calculate the future enterprise value. This future enterprise value was then adjusted for the estimated proceeds from options and warrants and the value was allocated to the Company’s common stock on an as converted basis. A [***] rate of
return was then applied over a [***] year period of time (the estimated time to an IPO exit) to arrive at a present per share value of common stock on a marketable basis. The OPM scenario used the GPCM of the market approach to estimate the
Company’s TIC value given the availability of 2021 and 2022 forecasts for the Company and a set of reasonably similar guideline public companies. After estimating the TIC value, an adjustment was made for cash and debt to arrive at the equity
value of the Company as of the valuation date. The resulting equity value was then allocated from the OPM to the different classes of preferred stock considering the seniority of their liquidation preferences. A discount for lack of marketability
was then applied under both the IPO and OPM scenarios.

 Key assumptions used by the Company in this most recent valuation, and the resulting indicated
fair value of common stock was as follows:

IPO Scenario

OPM Scenario

Indicated
Fair
Value
per
Share of
Common
Stock

 Valuation Date

Common
Stock Value
per Share
(Marketable)

DLOM

Common Stock
Value Per Share
(Non-Marketable)

Probability
Weighting

Common
Stock Value
per Share
(Marketable)

DLOM

Common Stock
Value Per Share
(Non-Marketable)

Probability
Weighting

 May 31, 2021

$
[***]

[***]
%

$
[***]

[***]
%

$
[***]

[***]
%

$
[***]

[***]
%

$
[***]

 6

 CONFIDENTIAL TREATMENT

United States securities and exchange commission logo
October 20, 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 Registration Statement on Form S-1
Filed October 18, 2021
File No. 333-260027
Dear Ms. Hyman:
            We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-1
A Letter From Our Co-Founder Jennifer Y. Hyman, page iii
1.We note your disclosure that Rent the Runway has emerged "stronger" after the impact of
the COVID-19 pandemic on the business in 2020.  Please revise to specify on what basis
the company is stronger.
Summary Consolidated Financial and Other Data, page 19
2.Please revise the notes to the summary consolidated financial data to include a tabular
summary showing how you calculated the pro forma net losses for the year ended January
31, 2021 and the six months ended July 31, 2021 and the related pro forma weighted
average shares that were used to compute the pro forma net losses per common share for
each of these periods.

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 October 20, 2021 Page 2
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
October 20, 2021
Page 2
3.Please revise to also disclose your pro forma balance sheet information on an as adjusted
basis giving effect to the other transactions that will occur prior to the planned offering.
Your capitalization disclosures on page 79 should be similarly revised.
4.We note from footnote (2) to your summary consolidated statements of operations data
that you have stock-based compensation grants that will vest in connection with your
planned public offering.  Please revise MD&A and the notes to your financial statements
to disclose the amount of expense that will be recognized as a result of the vesting of these
stock-based compensation grants in connection with your offering.
Dilution, page 82
5.Please provide your calculations of how you determined your pro forma net tangible book
value as of July 31, 2021 of $(176.7) million.
Rent the Runway, Inc. Financial Statements
Notes to Consolidated Financial Statements
13. Stock Incentive Plan, page F-37
6.Given the planned pricing of your initial public offering which is expected to have a
midpoint of $19.50 per share, please tell us the fair value of your common shares used in
computing stock-based compensation expense associated with stock option grants made
during the six month period ended July 31, 2021.  Also, please explain why you believe
the weighted average grant date fair value of $7.44 which was used to value RSUs granted
during the six month period ended July 31, 2021 is appropriate given the planned pricing
of your public offering as well as the fact that you issued preferred shares during the
period, (which will convert into common shares on a one for one basis in connection with
the offering), at a significantly higher purchase price per share.
            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.

CORRESP
1
filename1.htm

CORRESP

1271 Avenue of the Americas

New York, New York 10020-1401

 Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

 October 18, 2021

Chicago

Paris

Dubai

Riyadh

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

VIA EDGAR

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

Blaise Rhodes

Linda Cvrkel

Taylor Beech

Jacqueline Kaufman

Re:

Rent the Runway, Inc.

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

Filed October 4, 2021

File No. 333-260027

 Ladies and Gentlemen:

On behalf of Rent the Runway, Inc. (the “Company”), we are hereby filing Amendment No. 1 to the Registration
Statement on Form S-1 (“Amendment No. 1”). The Company previously filed the Registration Statement with the Securities and Exchange Commission (the
“Commission”) on October 4, 2021 (“Registration Statement”). Amendment No. 1 has been revised to reflect the Company’s responses to the comment letter to the Registration Statement
received on October 13, 2021 from the staff of the Commission (the “Staff”).

 For ease of review, we have set
forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1 and all
references to page numbers in such responses are to page numbers in Amendment No. 1.

 Registration Statement on Form S-1 Filed October 4, 2021

 Use of Proceeds, page 71

1.
 Please disclose the interest rates and maturity dates of the credit agreements under which you intend to use
the net proceeds of this offering to repay certain amounts. Refer to Instruction 4 to Item 504 of Regulation S-K.

 October 18, 2021

Page 2

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised page 77 of Amendment No. 1.

 Brands and Products

Product ROI, page 92

2.
 We have reviewed your response to comment 2 but do not concur with your view that investors would not find
the fiscal year 2020 comparable factors to be meaningful, or that they could be misleading. As requested in our prior comment, please revise to include comparable factors for fiscal year 2020.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 98 of Amendment
No. 1.

 * * *

 We hope
the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-1281 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Marc D. Jaffe

 Marc D. Jaffe

 of LATHAM & WATKINS
LLP

cc:
 (via email)

Jennifer Y. Hyman, Chief Executive Officer, Rent the Runway, Inc.

Scarlett O’Sullivan, Chief Financial Officer, Rent the Runway, Inc.

Cara Schembri, General Counsel & Corporate Secretary, Rent the Runway, Inc.

Emily E. Taylor, Latham & Watkins LLP

United States securities and exchange commission logo
October 13, 2021
Jennifer Y. Hyman
Chief Executive Officer
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
Re:Rent the Runway, Inc.
Registration Statement on Form S-1
Filed October 4, 2021
File No. 333-260027
Dear Ms. Hyman:
            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 Filed October 4, 2021
Use of Proceeds, page 71
1.Please disclose the interest rates and maturity dates of the credit agreements under which
you intend to use the net proceeds of this offering to repay certain amounts.  Refer to
Instruction 4 to Item 504 of Regulation S-K.
Brands and Products
Product ROI, page 92
2.We have reviewed your response to comment 2 but do not concur with your view that
investors would not find the fiscal year 2020 comparable factors to be meaningful, or that
they could be misleading.  As requested in our prior comment, please revise to include
comparable factors for fiscal year 2020.

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 October 13, 2021 Page 2
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
October 13, 2021
Page 2
            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.
            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.

CORRESP
1
filename1.htm

CORRESP

 1271 Avenue of the Americas

 New
York, New York 10020-1401

 Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

 FIRM / AFFILIATE OFFICES

 October 4, 2021

 Austin

 Beijing

Boston

 Brussels

Century City

 Chicago

Dubai

 Düsseldorf

Frankfurt

 Hamburg

Hong Kong

 Houston

London

 Los Angeles

Madrid

 Milan

 Moscow

Munich

 New York

Orange County

 Paris

Riyadh

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tokyo

Washington, D.C.

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:
 Blaise Rhodes

Linda
 Cvrkel

Taylor
 Beech

Jacqueline
 Kaufman

Re:
 Rent the Runway, Inc.

Amendment
 No. 2 to Draft Registration Statement on Form S-1

Confidentially
 submitted September 10, 2021

CIK
 No. 0001468327

Ladies and Gentlemen:

 On behalf of Rent the
Runway, Inc. (the “Company”), we are hereby filing a Registration Statement on Form S-1 (“Registration Statement”). The Company previously submitted an Amendment
No. 2 to the Draft Registration Statement on Form S-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act with the Securities and Exchange
Commission (the “Commission”) on September 10, 2021 (“Amendment No. 2”). The Registration Statement has been revised to reflect the Company’s responses to the
comment letter to Amendment No. 2 received on September 20, 2021 from the staff of the Commission (the “Staff”).

For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses
thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references to page numbers in such responses are to page numbers in the Registration Statement.

Amendment No. 2 to Draft Registration Statement on Form S-1

Key Factors Affecting Our Performance

Subscriber Cohorts, page 87

1.
 In the second paragraph on page 87, you discuss your contribution margins in fiscal year 2019 and the first
half of fiscal year 2021. Please revise to also discuss your contribution margins for fiscal year 2020.

 October 4, 2021

 Page
 2

 Response: The Company respectfully advises the Staff that it has
revised page 87 of the

 Registration Statement.

Brands and Products

 Product ROI, page 88

2.
 We note the graphic presented includes factors for fiscal year 2019. Please revise to include comparable
factors for fiscal year 2020, and those for any subsequently presented interim period presented in your financial statements.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 92 of the
Registration Statement to include comparable factors relating to product ROI for the six months ended July 31, 2021 and also added further explanation regarding why fiscal year 2020 is not presented to the Product ROI table footnotes. The
Company respectfully advises the Staff that it does not believe including comparable factors for fiscal year 2020 would be meaningful to, and could be misleading for, investors. Including these factors would not provide a useful comparison for
investors because these factors for fiscal year 2020 were distorted by COVID-19 in both positive and negative ways, including varying levels of customers’ interaction with the Company’s products,
reduction of upfront cost per item acquired in that period and decreased average revenue per turn of items. Although the COVID-19 pandemic is ongoing, its impact on the Company’s business is not presently
expected to be as distorted as it was for fiscal year 2020 — which is why the Company believes presenting comparable factors for the six months ended July 31, 2021 would be more meaningful for investors.

Business

 The Magic of Rent the Runway, page
132

3.
 Please disclose how you define “lifetime retail value” as it is used in your customer case studies
on pages 132-135. Clearly disclose how it is different from “customer lifetime value.”

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages
143-146 of the Registration Statement to remove “lifetime retail value” from the customer case studies.

Benefits for Brands, page 137

4.
 Please disclose how you define “Total Lifetime UTE” as it is used on page 140, and discuss how you
use the metric.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised page
151 of the Registration Statement.

 * * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-1281 with any questions or comments regarding this correspondence.

 October 4, 2021

 Page
 3

Very truly yours,

 /s/ Marc D. Jaffe

 Marc D. Jaffe

 of LATHAM & WATKINS
LLP

cc:
 (via email)

Jennifer Y. Hyman, Chief Executive Officer, Rent the Runway, Inc.

Scarlett O’Sullivan, Chief Financial Officer, Rent the Runway, Inc.

Cara Schembri, General Counsel & Corporate Secretary, Rent the Runway, Inc.

Emily E. Taylor, Latham & Watkins LLP

United States securities and exchange commission logo
September 20, 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. 2 to Draft Registration Statement on Form S-1
Submitted September 10, 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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Key Factors Affecting Our Performance
Subscriber Cohorts, page 87
1.In the second paragraph on page 87, you discuss your contribution margins in fiscal year
2019 and the first half of fiscal year 2021.  Please revise to also discuss your contribution
margins for fiscal year 2020.

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 September 20, 2021 Page 2
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
September 20, 2021
Page 2
Brands and Products
Product ROI, page 88
2.We note the graphic presented includes factors for fiscal year 2019.  Please revise to
include comparable factors for fiscal year 2020, and those for any subsequently presented
interim period presented in your financial statements.
Business
The Magic of Rent the Runway, page 132
3.Please disclose how you define "lifetime retail value" as it is used in your customer case
studies on pages 132-135.  Clearly disclose how it is different from "customer lifetime
value."
Benefits for Brands, page 137
4.Please disclose how you define "Total Lifetime UTE" as it is used on page 140, and
discuss how you use the metric.
            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.

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

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 September 3, 2021 Page 2
 FirstName LastName
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
reflect these warrants as "nominal issuances" for purposes of your loss per share
computations when it appears they were valued at fair value in connection with your
financing transactions with Temasek Holdings.

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 September 3, 2021 Page 3
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
September 3, 2021
Page 3
            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.

United States securities and exchange commission logo
August 13, 2021
Jennifer Y. Hyman
Chief Executive Officer
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
Re:Rent the Runway, Inc.
Draft Registration Statement on Form S-1
Submitted July 16, 2021
CIK No. 0001468327
Dear Ms. Hyman:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 Submitted July 16, 2021
Prospectus Cover
1.Please revise the disclosure on your prospectus cover and in your prospectus summary
regarding the ownership of your Class B common stock to clarify that your founders,
executive officers, directors, and their affiliates will hold Class B common stock, as you
have disclosed in your risk factors.
Risk Factors, page 20
2.We note your disclosure on page 161 that your Amended Charter will waive the corporate
opportunity doctrine with respect to your non-employee directors.  Please provide risk
factor disclosure related to the conflicts of interest and any other risks to investors related

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 August 13, 2021 Page 2
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
August 13, 2021
Page 2
to this provision.
Our Amended Charter will designate the Court of Chancery of the State of Delaware..., page 64
3.We note your disclosure that your exclusive forum provision will require Securities Act
claims to be litigated in U.S. federal court, yet you also note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all
Securities Act claims.  Please revise your disclosure to state that there is uncertainty as to
whether a court would enforce such provision, given this concurrent jurisdiction.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
75
4.With a view to helping investors understand your total, active and paused subscriber
numbers, please clarify the durations for which customers are permitted to pause their
subscriptions, and whether the terms of your paused subscriber program
have changed over the years, including in response to the COVID-19 pandemic.  For
example, we note that you disclose that in response to the COVID-19 pandemic you
“[m]ade it easy for customers to pause, rather than cancel, their subscriptions to encourage
retention during the COVID-19 pandemic;” however, it is unclear if you extended the
time customers could pause their subscriptions.  In addition, tell us whether management
tracks paused subscribers, and what consideration you gave to disclosing any related
metrics in the filing.
Key Factors Affecting Our Performance
Subscribers and Customers, page 82
5.We note that your growth is in part dependent on retaining existing customers and that
you "assess the strong retention of [y]our subscribers and customers by analyzing the
individual performance of [y]our historical customer cohorts over time."  However, it is
not clear from your current presentation how customer retention is reflected.  Please
quantify the number of customers comprising each cohort for each year presented and the
retention by cohort by year.  In your presentation of Subscriber Cohorts, please quantify
the number of current and previous subscribers and tell us why you have not included the
2016 and 2017 cohorts that you have included in the Cumulative Revenue Per Customer
By Cohort graph on page 83.

6.Please balance your subscriber cohort discussion with a discussion of subscription
cancellations, or tell us why this not material information.  Please discuss any known
trends or uncertainties regarding customer retention and subscription cancellation that
have had or that you reasonably expect will have a material favorable or unfavorable
impact on net sales or revenues or income from continuing operations.  See Item
303(b)(2)(ii) of Regulation S-K.

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 August 13, 2021 Page 3
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
August 13, 2021
Page 3
Impact of COVID-19 on Our Business, page 85
7.We note your disclosure that consumer demand decreases were closely tied to COVID-19
positivity rates and social distancing and shelter-at-home restrictions and that as COVID-
19 restrictions have been relaxed and virus positivity rates have declined, you have seen
increased demand for your offerings.  Please discuss if, and to what extent, the recent rise
in positivity rates due to circulation of the Delta variant has changed management’s
expectations with respect to demand for your offerings.
Agility and Resilience During COVID-19, page 86
8.Given the significant reduction in your operating expenses and workforce in response to
the COVID-19 pandemic, please discuss whether management expects difficulties
meeting the expected increased demand for your offerings.
Key Business and Financial Metrics, page 88
9.Please balance your discussion of your key business and financial metrics by identifying
material risks or limitations in using those particular metrics, as applicable.
10.In an appropriate place in your prospectus, clearly define the term "total subscribers," and
tell us whether the term includes those who initially subscribe and cancel within the same
fiscal year, but cancel prior to the last day of that year.
Non-GAAP Financial Metrics
Adjusted EBITDA, page 94
11.Please tell us how you determined that the write-off of liquidated assets is not a normal,
recurring cash operating cost since this appears to represent the remaining capitalized
costs for products sold at the end of their lifecycle.  Refer to Question 100.01 of the SEC
Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
Quantitative and Qualitative Disclosure About Market Risk, page 98
12.Please revise your discussion of your exposure to interest rate risk so that it is presented in
one of the suggested formats outlined in Item 305(a)(1) of Regulation S-K.
Share-Based Compensation, page 100
13.Your disclosure on page 100 indicates that certain RSUs will vest only upon satisfaction
of both time-based service and performance-based conditions.  You also indicate that in
the period in which a qualifying event, such as an initial public offering becomes
probable, you will record a cumulative one-time share-based compensation expense
determined using the grant-date fair values.  Please revise to disclose the amount of
compensation expense that will be recognized in your financial statements once your
initial public offering is determined to be probable.

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 August 13, 2021 Page 4
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
August 13, 2021
Page 4
Business, page 102
14.Where you present certain business metrics in this section, please include figures for both
fiscal years 2019 and 2020.  For example, you disclose that in fiscal year 2019, you were
in the top 30% of distribution partners, by revenue, for 64% of your brands, but you do
not provide comparable disclosure for 2020.  This is just one example.
Trends in Our Favor, page 104
15.Please balance this disclosure with disclosure regarding the trends that may continue as a
result of the COVID-19 pandemic.  For example, you disclose on page 26 that as a result
of changes to daily life due to the COVID-19 pandemic, including increased rates of
working remotely from home, many customers’ demand for a variety of apparel was, and
in the future may be, reduced or eliminated.
Our Unique Brand Partner Approach, page 112
16.We note your disclosure that you are shifting to acquire more products through Share by
RTR and Exclusive Designs and that you sourced approximately 54% of your products
from Share by RTR and Exclusive Designs in fiscal year 2020 compared to 26% in fiscal
year 2019.  Please include more detailed disclosure regarding the general revenue sharing
arrangements with your brand partners under these sourcing strategies and how the shift to
revenue sharing may impact your revenues in future periods.
Our Technology and Logistics Advantage, page 117
17.We note your disclosure on page 33 that the substantial majority of your inbound
shipments from customers are currently returned through a single vendor.  Please disclose
whether you have any agreements with that vendor, the material terms of any agreement,
and file the agreement as an exhibit to the registration statement.  Alternatively, please tell
us why you are not required to do so.  Refer to Item 601(b)(10) of Regulation S-K.
Rent The Runway, Inc. Consolidated Financial Statements
Notes to Consolidated Financial Statements
11. Redeemable Preferred Stock, page F-30
18.Your disclosure in Note 11 indicates that you have various series of outstanding
redeemable preferred shares that have carrying values which differ from their liquidation
values as of January 31, 2021.   Please revise your financial statements to explain how you
plan to account for differences between the carrying values and the liquidation values in
the event it becomes probable your preferred shares will be redeemed.  Refer to the
guidance in paragraph 15 of ASC 480-10-S99-3A.

 FirstName LastNameJennifer Y. Hyman
 Comapany NameRent the Runway, Inc.
 August 13, 2021 Page 5
 FirstName LastName
Jennifer Y. Hyman
Rent the Runway, Inc.
August 13, 2021
Page 5
Exhibits
19.We note that you commissioned the LCA Study conducted by SgT Group and Green
Story Inc. and cite that study in your filing.  Please file consents from SgT Group and
Green Story Inc. as exhibits to the registration statement in accordance with Rule 436, or
tell us why you do not believe you are required to do so.
General
20.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.  Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            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.