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 August 14, 2025

Jeff Hoffmeister
Chief Financial Officer
Shopify, Inc.
151 O'Connor Street, Ground Floor
Ottawa, Ontario, Canada K2P 2L8

 Re: Shopify, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-37400
Dear Jeff Hoffmeister:

 We have completed our review of your filing. 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 Technology
cc: Jessica Hertz
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 148 LAFAYETTE STREET

 NEW YORK, NY

 10013, USA

 T 1.613.241.2828 x1045

 SHOPIFY.COM

 August 6, 2025

 VIA EDGAR

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

 Attention: Brittany Ebbertt and Kathleen Collins

 Re:

 Shopify Inc.

 Form 10-K for the year ended December 31, 2024
 File No. 001-37400

 Dear Mmes. Ebbertt and Collins:

 On behalf of Shopify Inc. (“ Shopify ,” “ our ,” “ us ,” “ we ” or the “ Company ”), we respond to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission contained in the letter dated July 7, 2025, regarding the Company’s annual report on Form 10-K for the fiscal
 year ended December 31, 2024, filed on February 11, 2025 (the “ Letter ”). Our responses to the Letter are set forth below. For ease of reference, we have also
 included the text of the relevant Staff comment in bold italics prior to each of our responses below.

 Form 10-K for the year ended December 31, 2024
 Management's Discussion and Analysis of Financial Condition and Results of Operations
 Key Performance Indicators, page 48

 1. You state that your business model is driven by your ability to attract new merchants, retain revenue from existing merchants,
 and increase sales to both new and existing merchants. In addition, you believe your future success depends in part on your ability to expand your merchant base. We note you previously provided a measure of monthly billing retention rate that you
 used to evaluate your ability to maintain and expand your relationships with merchants. Please clarify whether management currently uses this measure or tell us what measures they now use to monitor your ability to retain and grow your existing
 merchant base, and revise to include a quantified discussion of such measures for each period presented. Refer to SEC Release 33-10751.
 Response: We acknowledge the Staff’s comment. Management does not
 currently use Monthly Billings Retention Rate (“ MBRR ”) to monitor its ability to retain and grow its merchant base. MBRR was a month-

 over-month run-rate that illustrated merchant billing retention only in the short term. Management has not reviewed this metric since 2018.
 The key performance indicator that Management relies on to monitor Shopify’s ability to retain and grow its existing merchant base is Monthly
 Recurring Revenue (“ MRR ”), which is further discussed in our response to comment 2 below. We use MRR to help us assess trends in subscription plan revenue. MRR
 is provided for the applicable periods in the management’s discussion and analysis of financial condition and results of operations (“ MD&A ”) included in the
 Form 10-Q for the quarter ended June 30, 2025.
 2. We note from your discussion of Monthly Recurring Revenue (MRR) you analyze the factors that make up MRR,
 specifically the number of paying merchants using your platform and changes in average revenue earned from subscription plan fees per paying merchant. Please describe for us how management uses the number of paying merchants in their analysis and
 tell us what consideration you gave to including the number of paying merchants as a key performance indicator to evaluate your business. In your response, provide us with the number of paying merchants for each period presented.
 Response: As described in response to the Staff’s comment 1 above,
 Management relies on MRR to monitor Shopify’s ability to retain and grow our existing merchant base. While the number of paying merchants is one factor that contributes to MRR, as our platform and merchant base have evolved, the number of paying
 merchants has become less relevant to understanding Shopify’s overall business. The impact one merchant has on Shopify’s business performance varies based upon a number of factors, including plan type, whether their subscription is on a full-price or
 trial basis, and how much transaction flow, and ultimately revenue, Shopify receives from the merchant. This dynamic has become more prevalent in recent years as we have attracted more large, global merchants to our platform. Particularly in light of
 this variability, Management does not look to the number of paying merchants as a key performance indicator. Instead, Management looks to MRR – which provides a more comprehensive view of the subscription revenue earned from our merchant
 relationships – to evaluate the overall health of our merchant base and make strategic decisions.
 We acknowledge the Staff’s comment and have updated our discussion of MRR. These updates de-emphasize the number of paying merchants and highlight
 other contributing factors to MRR. These changes do not change the value of MRR in the current period or historical periods and are reflected in our Form 10-Q for the quarter ended June 30, 2025 and detailed below (with additions marked in bold
 underline and deletions marked in bold and struck through).
 As disclosed in our Form 10-Q for the quarter ended June 30, 2025:

 We calculate MRR is the   at the end of each period by multiplying the number of merchants who have subscription plans with us at the period end date by the average monthly subscription plan fee, which excludes variable platform fees,   aggregate value of all subscription plans, excluding variable platform fees, in
 effect on the last day of the period,   assuming they   merchants maintain their subscription plans the
 following

 Page 2

 month . . . . We also analyze   consider the factors that make up   contribute to   MRR, specifically the number of paying merchants using our
 platform, the number of merchants that are on full-price plans or paid trials, the mix of subscription plan types, and overall pricing of our subscription plans   and changes in average revenue earned from subscription plan fees per
 paying merchant .
 Discussion of the Results of Operations, page 54

 3. We note fluctuations between periods in subscription revenue were due to various factors including a higher
 number of merchants using the platform and increases in subscription pricing, and fluctuations in cost of revenue for both subscriptions and merchant solutions were also due to a variety of factors. In addition, we note your references to changes
 being due “primarily” or "mainly" to these factors. Where a material change is attributed to two or more factors, including any offsetting factors, please revise to describe the contribution of each factor in quantified terms. Also, revise to use
 more definitive terminology, rather than general or vague terms such as “primarily” and "mainly," to describe each contributing factor. Refer to Item 303(b) of Regulation S-K.
 Response: We acknowledge the Staff’s comment. We have enhanced
 disclosure in our Form 10-Q for the quarter ended June 30, 2025. In future filings, where a material change is attributable to two or more factors, we will quantify such factors in reference to Item 303(b) of Regulation S-K in line with the objective
 outlined in Item 303(a) of Regulation S-K. Below is an example of this enhanced disclosure within the MD&A of our Form 10-Q for the quarter ended June 30, 2025 (with additions marked in bold underline and deletions marked in bold and struck
 through).
 As disclosed in our Form 10-Q for the quarter ended June 30, 2025:
 Subscription Solutions
 Subscription solutions revenues increased for the three months ended March 31, June 30, 2025 compared to the same period in 2024. The largest component of the period-over-period change was   an   increase in subscription fees of $80 million driven by an increase in MRR, which was the result of a larger percentage of subscriptions coming from higher priced plans, such as Plus, and by higher GMV resulting in an increase in subscription fees from the variable component of certain
 subscription contracts   primarily growth in MRR, which was driven
 largely by a higher number of merchants using our platform .

 Page 3

 Notes to the Consolidated Financial Statements
 Note 23. Segment and Geographical Information, page 116

 4. Please revise to disclose how the CODM uses the segment measure of consolidated net income (loss) to manage
 segment performance and allocate resources. Refer to ASC 280-10-50-29(f) and the example in 280-10-55-54(c).
 Response: We acknowledge the Staffʼs comment and have enhanced the
 disclosures in our Form 10-Q for the quarter ended June 30, 2025 to include this information, as shown below (with additions marked in bold underline).
 As disclosed in our Form 10-Q for the quarter ended June 30, 2025:

 17. Segment and Geographical Information

 The Company’s chief operating decision maker
 (“CODM”)   CODM is its Chief Executive
 Officer. The CODM has determined that the Company operates in a single operating and reportable segment and manages segment performance and resource allocation based upon consolidated net income (loss). The CODM uses consolidated net income (loss) in deciding whether to reinvest profits into opportunities for the business, invest in business combinations or equity investments or return a portion of such
 profits to shareholders. The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets. Significant expenses reviewed by the CODM include those that are presented in the Condensed
 Consolidated Statements of Operations and Comprehensive Income (Loss).

 5. We note your subscription solutions include revenue from subscriptions to the Shopify platform as well as from the sale of
 themes, apps and domain names. We also note that merchant solutions revenue is principally generated from payment processing and currency conversion fees, but also includes revenue from third-party referral fees, sales of products such as shipping
 labels and POS hardware, advertising and lending services. Please tell us your consideration to provide a breakdown of revenue for each of the products and services included in subscription solutions and merchant solutions. In your response, provide
 us with the amount of revenue from each of the products and services included in these revenue line items. Refer to ASC 280-10-50-40.
 Response: Shopify uses the guidance in ASC 280-10-50-40 to determine how
 to best group similar products and services, along with the relative value of the revenue from the individual products and services and the guidance provided by Rule 5-03(b)(1) under Regulation S-X. In doing so, Shopify determined that presenting the
 two lines “subscription solutions” and “merchant solutions” appropriately grouped similar products and services based on the underlying value driven by each of the products and services. The products and services included in subscription solutions
 are grouped together as we see them as related to the core platform that our merchants use to run their businesses. Merchant solutions products and services augment the core platform provided by our subscription product. For context on materiality,
 subscription

 Page 4

 solutions revenue from the sale of themes, apps, and domain names represented, in aggregate, less than 2% of total Shopify revenue for the year ended
 December 31, 2024. None of the merchant solutions revenue from third-party referral fees, sales of shipping labels, POS hardware and advertising and lending services individually generated more than 5% of total Shopify revenue for the year ended
 December 31, 2024 and, in the aggregate, these merchant solutions products and services were below the threshold stated in Rule 5-03(b) under Regulation S-X for the year ended December 31, 2024. Therefore, we respectfully believe that these products
 and services have been appropriately grouped, and we have not provided a breakdown of revenues for each of the products and services included in subscription solutions and merchant solutions. We will consider further modifications to our revenue
 disclosures in future periodic reports if and when products or services become material.

 If you have any questions, please do not hesitate to contact Raquel Fox of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7050.

 Sincerely,

 Shopify Inc.

 /s/ Jeff Hoffmeister

 Jeff Hoffmeister

 Chief Financial Officer

 cc:

 Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP

 Raquel Fox, Skadden, Arps, Slate, Meagher & Flom LLP
 Jessica Hertz, General Counsel, Shopify Inc.
 Michael L. Johnson, Corporate Secretary, Shopify Inc.

 Page 5

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 filename1.htm

 148 Lafayette Street
 New York, New York
 USA 10012

 T 1.613.241.2828

 SHOPIFY.COM

 July 10, 2025

 VIA EDGAR

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

 Attention: Brittany Ebbertt and Kathleen Collins

 Re:

 Shopify Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-37400

 Dear Mmes. Ebbertt and Collins:

 On behalf of Shopify Inc. (the “Company”), we acknowledge receipt of the comment letter of the staff of the Division of Corporation Finance
 (the “Staff”) of the U.S. Securities and Exchange Commission, dated July 7, 2025, regarding the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 11, 2025.

 The comment letter requested that the Company respond within ten business days or advise the Staff when the Company will respond. As discussed
 between the Company’s counsel and Ms. Collins, we hereby request an extension to respond by no later than August 6, 2025.

 Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to contact Raquel Fox of
 Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7050.

 Sincerely,

 Shopify Inc.

 /s/ Jeff Hoffmeister

 Jeff Hoffmeister
 Chief Financial Officer

 cc:

 Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP
 Raquel Fox, Skadden, Arps, Slate, Meagher & Flom LLP
 Jessica Hertz, General Counsel, Shopify Inc.
 Michael L. Johnson, Corporate Secretary, Shopify Inc.

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<TEXT>
 July 7, 2025

Jeff Hoffmeister
Chief Financial Officer
Shopify, Inc.
151 O'Connor Street, Ground Floor
Ottawa, Ontario, Canada K2P 2L8

 Re: Shopify, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-37400
Dear Jeff Hoffmeister:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 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 the year ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 48

1. You state that your business model is driven by your ability to attract
new merchants,
 retain revenue from existing merchants, and increase sales to both new
and existing
 merchants. In addition, you believe your future success depends in part
on your ability
 to expand your merchant base. We note you previously provided a measure
of
 monthly billing retention rate that you used to evaluate your ability to
maintain and
 expand your relationships with merchants. Please clarify whether
management
 currently uses this measure or tell us what measures they now use to
monitor your
 ability to retain and grow your existing merchant base, and revise to
include a
 quantified discussion of such measures for each period presented. Refer
to SEC
 Release 33-10751.
 July 7, 2025
Page 2
2. We note from your discussion of Monthly Recurring Revenue (MRR) you
analyze the
 factors that make up MRR, specifically the number of paying merchants
using your
 platform and changes in average revenue earned from subscription plan
fees per
 paying merchant. Please describe for us how management uses the number
of paying
 merchants in their analysis and tell us what consideration you gave to
including the
 number of paying merchants as a key performance indicator to evaluate
your business.
 In your response, provide us with the number of paying merchants for
each period
 presented.
Discussion of the Results of Operations, page 54

3. We note fluctuations between periods in subscription revenue were due to
 various factors including a higher number of merchants using the
platform
 and increases in subscription pricing, and fluctuations in cost of
revenue for both
 subscriptions and merchant solutions were also due to a variety of
factors. In addition,
 we note your references to changes being due primarily or "mainly"
to these factors.
 Where a material change is attributed to two or more factors, including
any offsetting
 factors, please revise to describe the contribution of each factor in
quantified terms.
 Also, revise to use more definitive terminology, rather than general or
vague terms
 such as primarily and "mainly," to describe each contributing
factor. Refer to Item
 303(b) of Regulation S-K.
Notes to the Consolidated Financial Statements
Note 23. Segment and Geographical Information, page 116

4. Please revise to disclose how the CODM uses the segment measure of
consolidated
 net income (loss) to manage segment performance and allocate resources.
Refer to
 ASC 280-10-50-29(f) and the example in 280-10-55-54(c).
5. We note your subscription solutions include revenue from subscriptions
to the
 Shopify platform as well as from the sale of themes, apps and domain
names. We also
 note that merchant solutions revenue is principally generated from
payment
 processing and currency conversion fees, but also includes revenue from
third-party
 referral fees, sales of products such as shipping labels and POS
hardware, advertising
 and lending services. Please tell us your consideration to provide a
breakdown of
 revenue for each of the products and services included in subscription
solutions and
 merchant solutions. In your response, provide us with the amount of
revenue from
 each of the products and services included in these revenue line items.
Refer to ASC
 280-10-50-40.

 In closing, 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.
 July 7, 2025
Page 3

 Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jessica Hertz
</TEXT>
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CORRESP

 May 18, 2015

Securities and Exchange Commission

 100 “F” Street,
N.E.

 Washington, D.C. 20549

Re:
Shopify Inc.

Filed on Form F-1

Registration No. 333-203401

 Ladies and Gentlemen:

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to
May 20, 2015 at 4:00 p.m. New York City time or as soon thereafter as practicable.

 We hereby advise that between May 6, 2015 and the date
hereof, the number of preliminary prospectuses, dated May 6, 2015, which were furnished to 6 prospective underwriters and distributed to underwriters, institutional investors, prospective dealers, individuals and others, was approximately 3822.

 The undersigned advise that they have complied and will continue to comply, and they have been informed by the participating underwriters that they have
complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

MORGAN STANLEY & CO. LLC

 CREDIT SUISSE SECURITIES
(USA) LLC

 RBC DOMINION SECURITIES INC.

 As
Representatives of the

 Prospective Underwriters

 Very truly yours,

MORGAN STANLEY & CO. LLC

By:

/s/ Rizvan Dhalla

Name: Rizvan Dhalla

Title: Managing Director

CREDIT SUISSE SECURITIES (USA) LLC

By:

/s/ Walid Khiari

Name: Walid Khiari

Title: Director, Investment Banking

RBC DOMINION SECURITIES INC.

By:

/s/ Alex Graham

Name: Alex Graham

Title: Managing Director

CORRESP
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CORRESP

 [LETTERHEAD OF SHOPIFY INC.]

May 18, 2015

 Securities
and Exchange Commission

 Division of Corporate Finance

 100 F
St., N.E.

 Washington, D.C. 20549

Re:
Shopify Inc.

 Registration Statement on Form F-1

File No. 333-203401

 Ladies and Gentlemen:

 Shopify Inc., a corporation incorporated under the federal laws of Canada (the “Company”), hereby requests, pursuant to Rule 461(a) under the
Securities Act of 1933, as amended, that the effective date of the Company’s registration statement (the “Registration Statement”) on Form F-1 (File No. 333-203401) be accelerated by the Securities and Exchange Commission (the
“Commission”) to 4:00 pm, Eastern Time, on May 20, 2015, or as soon thereafter as practicable.

 We request that we be notified of such
effectiveness by a telephone call to Margaret A. Brown of Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s counsel, at (617) 573-4800 and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

SHOPIFY INC.

By:

/s/ Joseph A. Frasca

 Name: Joseph A. Frasca

 Title:
General Counsel

CORRESP
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CORRESP

 [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

April 14, 2015

 BY HAND AND EDGAR

 Matthew Crispino

 Staff Attorney

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
Shopify Inc.

 Draft Registration Statement on Form F-1

Submitted March 23, 2015

CIK No. 0001594805

 Dear
Mr. Crispino:

 On behalf of Shopify Inc. (the “Company”), enclosed is a copy of an amendment (the
“Amendment”) to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof,
marked to show changes from the confidential submission of the Registration Statement with the Commission on March 23, 2015.

 The
changes reflected in the Amendment include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of April 6, 2015 (the “Comment Letter”). The
Amendment also includes other changes that are intended to update, clarify and render more complete the information contained therein.

Set forth below are the Company’s responses to the Staff’s comments. The headings and paragraph numbers of this letter correspond to
the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, the Company has reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the
meanings given to them in the Amendment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Amendment.

 Matthew Crispino

Securities and Exchange Commission

 April 14, 2015

 Page
 2

 Prospectus Cover Page

1.
Regarding the revisions here and on page 7 in response to prior comment 3, we note that you now qualify your statement based on the amended articles of incorporation. Please revise to disclose the voting rights of
your Class A and B shares as of the date of your prospectus.

 The Company has revised the disclosure on the
cover page and on page 6 of the Amendment.

 Summary Historical and Pro Forma Consolidated Financial Information, page 10

2.
We note your revised disclosure on page F-27 that pro forma net loss per common share is calculated assuming the conversion of all series of the company’s convertible preferred shares into common shares and
the redesignation of common shares as Class B multiple voting shares. Please revise the pro forma column on page 12 to provide the pro forma balance sheet data to reflect the conversion of convertible preferred stock and the redesignation of common
shares to Class B, or advise. In addition, please revise your pro forma capitalization disclosure on page 53 and pro forma tangible book value on page 55 as appropriate.

The Company respectfully advises the Staff that it has not populated the pro forma information as identified in the Staff’s comment, as
it is in the process of contemplating a stock split. Once a decision is made with respect to a possible stock split, the Company plans to revise its disclosures accordingly.

Risk Factors

 Provisions of our debt
instruments…, page 32

3.
Please include in this or another risk factor, as appropriate, that your March 2015 credit facility is collateralized by substantially all your assets.

The Company has revised the disclosure on page 28 of the Amendment.

Our constating documents permit us to issue…, page 45

4.
We note your added risk factor in response to prior comment 11. Please expand to include Class B shares or advise. In this regard, your disclosure on page 138 continues to indicate that you will be able to issue
an unlimited number of Class B shares.

 The Company has revised the disclosure on pages 39 and 129 of the Amendment.

 Matthew Crispino

Securities and Exchange Commission

 April 14, 2015

 Page
 3

 Use of Proceeds, page 51

5.
Please include the substance of your response to prior comment 13 regarding your inability to provide approximate dollar amounts for each of your offering purposes.

The Company has revised the disclosure on page 44 of the Amendment.

Consolidated Financial Statements

 Note 3.
Significant Accounting Policies

 Segment Information, page F-8

6.
In your response to prior comment 31 you indicate that you considered the characteristics (or “nature”) of the different product and service offerings. Although themes, apps, and domain names are
designed to support a merchant’s online subscription arrangement, the purchase of these products is optional and the nature of the “products” themselves appears different from a subscription. Similarly, POS hardware is an elective
purchase and appears to differ in nature from the subscriptions and payment processing service. Please provide us with a more detailed analysis of your consideration of the nature of themes, apps, domains, and POS hardware as it relates to
subscriptions and payment processing. Tell us what consideration was given to separately disclosing “product” revenues in your segment footnote, aggregating revenues generated from the sale of themes, apps, domain names, and POS hardware.

 The Company would like to initially clarify for the Staff that revenue from the sale of themes (3.9%), apps (0.7%),
domains (0.4%) and POS hardware (1.2%) represented, in aggregate, 6.2% of total revenue for the year ended December 31, 2014. As such, the Company had considered the materiality of these amounts in its evaluation of the entity-wide
disclosures relating to information by products and services. The Company further advises the Staff that if revenue from the sale of “products” were to become material in the future, as compared to its services, the Company would provide
the disclosures in accordance with ASC paragraph 280-10-50-40 by disclosing revenues for each product and service or each group of similar products and services.

In evaluating the Staff’s comment, the Company evaluated its various product and service offerings and determined that the sale of themes
and POS hardware are similar products, which in aggregate represented approximately 5.1% of total revenue for the year ended December 31, 2014.

The Company considers the sale of apps and domain names to be revenue from services (not “products”) that are similar in nature to
subscription revenues, and therefore would be aggregated with service revenues. The basis for management’s conclusion is as follows. Domain names are similar in nature to subscription fees as the service is provided to similar

 Matthew Crispino

Securities and Exchange Commission

 April 14, 2015

 Page
 4

customers and provides a ‘right to use’ that domain name over a defined term, which is similar to a subscription to the Shopify platform. With respect to apps, the Company is not
principal to the transaction and therefore is only recognizing a “commission” as agent, which is more akin to service revenue and not from the sale of products. Furthermore, and similar to subscription revenue, the majority of apps revenue
is generated from a recurring monthly billing cycle.

 In evaluating the Company’s products and services revenue, the Company
considered the guidance related to the segment aggregation criteria in ASC 280-10-50-11. Specifically, the Company notes that subscription fees, apps and domain registrations each have similar classes of customers, degree of risk and opportunities
for growth. Subscription fees, apps and domain registrations are all different types of subscription services that are offered on the Company’s platform.

The Company believes that its current segment disclosure is appropriate and in compliance with ASC 280-10-50. However, the Company will
evaluate its segment disclosures going forward, at each reporting period, and will consider including the additional entity-wide disclosure relating to information about products and services if such amounts become quantitatively and qualitatively
material.

 Revenue Recognition, page F-8

7.
We note your response to prior comment 33 that you believe revenues generated from the sale of themes, apps and domain registrations are separate units of accounting and therefore the additional disclosures
required by ASC 605-25-50-2 would not be meaningful to the company’s financial statements. We believe it would be meaningful disclosure, if such arrangements are material to the company’s revenues, to address the company’s application
of the multiple element arrangement guidance, including but not limited to, disclosing that the elements are all separate units of accounting, sold separately on a recurring basis, that there are no discounts attributed to bundled arrangements, that
there are no rights of return for themes, apps, and domain registrations, and POS hardware has a 30-day refund period. Please revise accordingly or tell us why such revision is not necessary.

The Company has revised page F-20 of the Amendment.

8.
In your response to prior comment 34 you indicate that control of the theme, app, or domain name passes once access to the theme, app or domain name is provided to the merchant for use on its online store. Please
tell us whether a purchased theme, app, and domain name can be used by a merchant for an online store or other purpose outside of the Shopify platform.

Purchased themes can be used by a merchant for an online store or other purpose outside of the Shopify platform. The Company believes this
supports its position to recognize revenue upon payment for the purchased theme.

 Matthew Crispino

Securities and Exchange Commission

 April 14, 2015

 Page
 5

 Purchased apps cannot be used by a merchant outside of the Shopify platform. Although
purchased apps lose functionality once a merchant leaves the Shopify platform, the Company believes revenue should be recognized upon the delivery and concurrent payment for the app. Once the merchant has the ability to use the app on the Shopify
platform (and payment is received) Shopify has fulfilled its performance obligation under the contract, has no ongoing performance obligations with respect to the performance or functionality of the app, and has effectively “earned” its
commission in the transaction. Shopify acts as an agent in the transaction and recognizes revenue on a net basis, as stated in the Company’s accounting policy. Also, it is important to note that as the majority of the Company’s customers
purchase apps on a monthly basis, the Company generally recognizes app revenue on a month-to-month basis.

 Merchants that purchase the
right to use a custom domain name through Shopify, will be granted that right over the agreed upon term in the contract. Domains purchased through the Company start at $9.00, are registered for one year, and can be renewed with Shopify, unless the
merchant cancels their online subscription. Merchants are able to keep their domains after cancelling their online store with the Company (and can use the domain name outside of the Shopify platform), but must contract separately to renew the domain
through their new separate service provider after their existing contract term with Shopify expires. Having considered the Staff’s comment and this analysis, the Company has revised its accounting policy as it relates to domain names to reflect
that revenue from the sale of domain names is recognized ratably over the term of the registration contract term. As domain names represent approximately 0.4% of total revenue for the year ended December 31, 2014, this policy change has no
material impact on the consolidated financial statements for all years presented. Therefore management does not believe additional disclosure related to this change is necessary.

The Company has revised page F-21 of the Amendment to reflect the revised accounting policy for domain names included within the
Company’s revenue recognition policy.

 Note 22. Subsequent Events, page F-31

9.
We note your added disclosure on page 79 that you entered into a new credit facility in March 2015. Please revise to update your subsequent event evaluation and describe the terms of the credit facility. Refer to
ASC 855-10-50-1.

 The Company has revised pages F-41 of the Amendment.

*        *        *
 *

 Matthew Crispino

Securities and Exchange Commission

 April 14, 2015

 Page
 6

 Please telephone the undersigned at (617) 523-0002 if you have any questions or require
any additional information.

Very truly yours,

/s/ Margaret A. Brown

Margaret A. Brown

cc:

Gabriel Eckstein, Securities and Exchange Commission

Matthew Crispino, Securities and Exchange Commission

Joyce Sweeney, Securities and Exchange Commission

Patrick Gilmore, Securities and Exchange Commission

Barbara C. Jacobs, Securities and Exchange Commission

Tobias Lütke, Chief Executive Officer, Shopify Inc.

Joseph A. Frasca, General Counsel, Shopify Inc.

Gregg A. Noel, Skadden, Arps, Slate, Meagher & Flom LLP

Riccardo A. Leofanti, Skadden, Arps, Slate, Meagher & Flom LLP

Christopher J. Cummings, Paul, Weiss, Rifkind, Wharton & Garrison LLP

April 6 , 2015

Tobias Lütke
Chief Executive Officer
Shopify Inc.
150 Elgin Street, 8th Floor
Ottawa, Ontario K2P 1L4
Canada

Re: Shopify Inc.
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted March 23, 2015
  CIK No. 0001594805

Dear Mr. Lütke:

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.  Unless otherwise noted, references in this letter to prior
comments refer to our letter dated March 17, 2015.

Please respond to this letter by providing the requested information and either submitting
an amended dra ft 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 review ing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Cover Page

1. Regarding the revisions here and on page 7 in response t o prior comment 3, we note that
you now qualify your statement based on the amended articles of incorporation.  Please
revise to disclose the voting rights of your Class A and B shares as of the date of your
prospectus.

Summary Historical and Pro Forma C onsolidated Financial Information, page 10

2. We note your revised disclosure on page F -27 that pro forma net loss per common share
is calculated assuming the conversion of all series of the company’s convertible preferred
shares into common shares and the r edesignation of common shares as Class B multiple
voting shares.  Please revise the pro forma column on page 12 to provide the pro forma

Tobias Lütke
Shopify Inc.
April 6 , 2015
Page 2

 balance sheet data to reflect the conversion of convertible preferred stock and the
redesignation of common shares to C lass B, or advise.  In addition, please revise your pro
forma capitalization disclosure on page 53 and pro forma tangible book value on page 55
as appropriate.

Risk Factors

Provisions of our debt instruments…, page 32

3. Please include in this or another risk factor, as appropriate, that your March 2015 credit
facility is collateralized by substantially all your assets.

Our constating documents permit us to issue…, page 45

4. We note your added risk factor in response to prior comment 11.  Please expand to
include Class B shares or advise.  In this regard, your disclosure on page 138 continues to
indicate that you will be able to issue an unlimited number of Class B shares.

Use of Proceeds, page 51

5. Please include the substance of your response to prior com ment 13 regarding your
inability to provide approximate dollar amounts for each of your offering purposes.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 3. Significant Accounting Policies

Segment Information, page F -8

6. In your response to prior comment 31 you indicate that you considered the characteristics
(or “nature”) of the different product and service offerings.  Although themes, apps, and
domain names are designed to support a merchant’s online subscription arr angement, the
purchase of these products is optional and the nature of the “products” themselves
appears different from a subscription.  Similarly, POS hardware is an elective purchase
and appears to differ in nature from the subscriptions and payment proc essing service.
Please provide us with a more detailed analysis of your consideration of the nature of
themes, apps, domains, and POS hardware as it relates to subscriptions and payment
processing.  Tell us what consideration was given to separately discl osing “product”
revenues in your segment footnote, aggregating revenues generated from the sale of
themes, apps, domain names, and POS hardware.

Tobias Lütke
Shopify Inc.
April 6 , 2015
Page 3

 Revenue Recognition, page F -8

7. We note your response to prior comment 33 that you believe revenues generated from the
sale of themes, apps and domain registrations are separate units of accounting and
therefore the additional disclosures required by ASC 605 -25-50-2 would not be
meaningful to the company’s financial statements.  We believe it would be meaningful
disclosure, if such arrangements are material to the company’s revenues, to address the
company’s application of the multiple element arrangement guidance, including but not
limited to, disclosing that the elements are all separate units of accounting, sold
separately on a recurring basis, that there are no discounts attributed to bundled
arrangements, that there are no rights of return for themes, apps, and domain
registrations, and POS hardware has a 30 -day refund period.  Please revise accordingly or
tell us why such revision is not necessary.

8. In your response to prior comment 34 you indicate that control of the theme, app, or
domain name passes once access to the theme, app or domain name is provided to the
merchant for use on its online store.  Please tell us whether a purchased theme, app, and
domain name can be used by a merchant for an online store or other purpose outside of
the Shopify platform.

Note 22. Subsequent Events, page F -31

9. We note your added disclosure on page 79 that you entered into a  new credit facility in
March 2015.  Please revise to update your subsequent event evaluation and describe the
terms of the credit facility.  Refer to ASC 855 -10-50-1.

You may contact Joyce Sweeney, Staff Accountant, at (202) 551 -3449 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3456 w ith any other
questions.  If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
 Staff Attorney

cc: Via E -mail
Margaret A. Brown, Esq.
 Skadden, Arps, Slate, Mea gher & Flom LLP

March 17, 2015

Via E -mail
Tobias Lütke
Chief Executive Officer
Shopify Inc.
150 Elgin Street, 8th Floor
Ottawa, Ontario K2P 1L4
Canada

Re: Shopify Inc.
Draft Registration Statement on Form F -1
Submitted February 18, 2015
  CIK No. 0001594805

Dear Mr. Lütke:

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 app ly 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 regis tration statement, we may have additional
comments.

General

1. 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.

2. We will process your submission and amendments without price ranges.  Since the price
range you select will affect disclosure i n several sections of the document, we will need
sufficient time to process your amendments once a price range is included and the
material information now appearing blank throughout the document has been provided.
Please understand that the effect of the  price range on disclosure throughout the
document may cause us to raise issues on areas not previously commented on.

Tobias Lütke
Shopify Inc.
March 17, 2015
Page 2

 Prospectus Cover Page

3. Here and in the summary, please disclose that there will be two classes of authorized
common stock outstanding after the offering - Class A subordinate voting shares and
Class B multiple voting shares - and briefly describe the different rights between the two
classes.  Also, in t he Summary, disclose the aggregate voting power of each class of
common stock following the offering.

Table of Contents

4. Please move all the information that immediately follows the paragraph disclosing a
dealer’s prospectus delivery obligation to the e nd of the risk factors section or another
appropriate portion of the body of the prospectus.  The summary should immediately
follow the page with the table of contents.

Industry and Market Data, page ii

5. We note your statement in this section that while y ou believe the market position, market
opportunity and market share informatio n included in the prospectus is “ generally
reliable,” such information is “inherently imprecise.”  As you know, the company is
responsible for the entire contents of the registra tion statement and should not include
language that can be interpreted as a disclaimer of information contained in the filing.
Please revise accordingly.

Prospectus Summary

Overview, page 1

6. Please tell us your basis for the leadership claim in the first  sentence.

7. Refer to the disclosure in the last paragraph where you disclose year -over-year merchant
growth.  Please disclose here and on page 87 the time period for this calculation.

Industry Overview and Market Opportunity, page 2

8. Regarding the informa tion from third parties cited in your prospectus, such as the data
provided by AMI Partners and Forrester Research, please tell us whether any of the data
was prepared for you or for the offering.  Also, provide us with supplemental copies of
the reports t hat you cite and from which the data in the prospectus is extracted.  Mark the
reports appropriately to designate the portions you rely upon in making the statements in
the prospectus.

Tobias Lütke
Shopify Inc.
March 17, 2015
Page 3

 Risk Factors

We use a limited number of data centers…, page 19

9. We no te your reliance on your two third -party data center facilities from the disclosure in
this risk factor and in your Business section.  Please file a copy of any agreement relating
to your leases of these facilities or tell us why you believe that they are not required to be
filed.  In addition, with regard to the disclosure in the last paragraph, expand to include
the termination date of the agreements.

Risks Related to this Offering and Ownership of our Class A Subordinate Voting Shares, page 34

10. You disclose in the first full paragraph on page 35 that Mr. Lütke may control a majority
of the combined voting power of your Class A and Class B shares.  Please tell us whether
you expect to be a controlled company as defined by the exchange on which you  will list
your shares and if so, include a risk factor that discloses the corporate governance
implications of being a controlled company.  Also include succinct disclosure of your
controlled company status on the prospectus cover page and in the Prospect us Summary.

11. We note your disclosure immediately below the bullet points on page 134 that you will
have an unlimited number of Class A and Class B shares authorized upon completion of
this offering.  Please add a risk factor that highlights the risks of di lution as a result of
shares issuances from the unlimited number of authorized shares, including if applicable,
the ability to issue such shares without a shareholder vote.

Provisions of our charter documents…, page 43

12. Please expand to disclose that you are authorized to issue and unlimited number of
preferred shares as well as the attendant risks.

Use of Proceeds, page 48

13. In the third paragraph, you disclose that you may use proceeds to fund your growth
strategies and mention a number of specific uses.   Please disclose the net amount of
proceeds for each intended use.  Refer to Item 3.C.1 of Form 20 -F.

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

Overview, page 57

14. You disclose in the third full paragraph on page 57 that you expect international revenues
to increase as a percentage of total revenues.  According to the table at the top of page 65,
revenue derived outside the United States has decreased as a percentage of total revenues
for the fiscal year ended  December 31, 2014.  Please expand your disclosure on page 57

Tobias Lütke
Shopify Inc.
March 17, 2015
Page 4

 or elsewhere to discuss the reasons for this decrease despite your efforts to diversify
internationally.

Cost of Revenues

Cost of Revenue Solutions, page 61

15. We note your disclosure regarding the decrease in gross margin percentage on merchant
solutions; however, the gross margin percentage on subscription solutions for the fiscal
year ended December 31, 2014 appears to have decreased as well.  Please provide a
discussion of the reason for the decrease and any steps management is taking to address
this challenge.

Liquidity and Capital Resources, page 74

16. Regarding the credit facility you discuss beginning on page 74, please file a copy of the
agreements related to the credit facility or tell us why you believe that they are  not
required to be filed.

Critical Accounting Estimates

Stock -based Compensation

Stock Valuations, page 80

17. We note your disclosure that given the absence of an active market for your shares prior
to your initial public offering, the fair value of the shares underlying stock options was
determined by your board of directors.  Please r evise to disclose that the estimates will
not be necessary to determine the fair value of new awards once the underlying shares
begin trading.

Business

Overview, page 86

18. Please explain in your disclosure how you concluded that the Shopify platform can
process at least 10,000 requests per second and disclose any significant assumptions.

19. Where appropriate, please describe the key terms of your agreement with Stripe Inc.

The Opportunity, page 90

20. You appear to use the number of merchants and annualized revenue per merchant, which
you disclose in the first paragraph of this section and on page 3, as a business metric.

Tobias Lütke
Shopify Inc.
March 17, 2015
Page 5

 Please disclose comparable information for prior interim and fiscal periods and provide a
discussion of any trends.  Also consider expandi ng your disclosure on page 58 under
“Performance Indicators.”

Technology, page 95

21. Please disclose the basis for your belief in the fourth bullet point on page 95 that median
response times were much lower than average.  Quantify if possible.

Our Merchan ts, page 96

22. With regard to the disclosure in this section, please include the method used to select the
merchants that you discuss.  In addition, we note that in many instances, your disclosure
suggests that a positive outcome was as a result of the merch ant’s use of your product.
For example, you disclose:
 In the first bullet point on page 96 that after implementing Shopify POS, the
company’s monthly sales increased 250% and 100% the following year.
 In the second bullet point on page 96 that when Black M ilk Clothing launched
their Shopify platform and started  worldwide shipping, the brand quickly became
popular.
 In the last bullet point on page 97 that after DODOcase launched its business with
Shopify, their sales increased to $3 million.

To the extent t hat the positive outcomes you describe could be attributed to other factors,
please revise to clarify.  Otherwise, please describe with greater specificity how Shopify
was solely responsible for the positive outcomes you disclose.

23. Refer to the first bulle t point on page 97.  Please note that where you include a hyperlink
or a URL to a website in your disclosure you assume responsibility for that information.
Please file this information or revise to remove the URL.  Refer to footnote 41 of SEC
Release No.  34-42728 (May 4, 2000).

Facilities, page 101

24. Please describe the terms of the lease incentives under your agreement for the Ottawa and
Toronto properties, including any material conditions attached to the incentives.

Certain Relationships and Related -Party Transactions, page 130

25. Please clarify what you mean in the last sentence by “except for routine indebtedness as
defined under applicable securities legislation” and tell us whether such indebtedness
meets the definition of a related party tr ansaction under Item 7.B of Form 20 -F.

Tobias Lütke
Shopify Inc.
March 17, 2015
Page 6

 Principal Shareholders, page 131

26. In the second paragraph, please include as part of your definition of “beneficial owner”
the power to receive the economic benefit of ownership of the securities.

27. Refer to footnote (3) on page 133.   Disclose the natural persons that have voting or
investment power over the shares held by Klister Credit Corp.

Description of Share Capital

Registration Rights, page 140

28. We note that your exhibit index only includes the Fourth Amended  and Restated
Investors’ Rights Agreement.  Please include a discussion of the terms of this Rights
Agreement or advise .

Taxation, page 152

29. Item 601(b)(8) of Regulation S -K requires a tax opinion  to be filed “where the tax
consequences are material to an investor and a representation as to tax consequen ces is
set forth in the filing. ”  Please advise whether you intend to file a tax opinion .  We may
have additional comments.

Underwriting, page 157

30. Please disclose the number of shares subject to the lock up agreement and provide
equivalent disclosure in the  risk factor on page 37.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 3. Significant Accounting Policies

Segment Information, page F -8

31. Please tell us what consideration was given to separately disclosing revenues generated
from the sales of POS hardware, themes, applications, and domains.  Refer to ASC 280 -
10-50-40.

Revenue Recognition, page F -8

32. We note on the company’s web -site description of the Shopify Partner Program that a
theme designers can earn up to 70%  of each sale they make on the Shopify Theme Store.

Tobias Lütke
Shopify Inc.
March 17, 2015
Page 7

 Please tells us the following with respect to sales of themes:

 Quantify the amount of revenue generated from the sales of themes for each period
presented;
 Describe the process and the parties involved;
 Identify who is ultimately responsible for providing the service /product  to the
customer;
 Describe the nature and level of risk borne by the company;
 Describe how pricing for theme sales is established;
 Describe how the payment to theme designers is esta blished. For example, clarify if
the fees are a percentage of amounts charged for the theme sold;
 Quantify the typical percentage or range of percentages of fees paid to a theme
designer relative to the price paid for the purchase of a theme; and
 Describe your analysis of all factors in ASC 605 -45-45.

33. We note your disclosure that revenues from the sale of Themes, Apps and Domains are
classified within Subscription solutions because they are typically sold at the time the
merchant enters into the subscription services arrangement or because they are charged
on a recurring basis.  Please revise to disclose your revenue recognition policies related to
multiple element arrangements and to provide the disclosures required by ASC 605 -25-
50-2.

34. Related to sales of Themes, Apps and Domains, please provide us with your analysis that
these are separate units of accounting based on ASC 605 -25-25-5.  As these products
appear to be utilized by the merchant in conjunction with the subscription, describe for us
your basis for recognizing the revenues at the time of the sale.  Refer to ASC 605 -10-25-
1 and SAB 13.A.1.  Please provide us with a similar analysis for your sales of POS
hardware.

Note 16.  Earnings Per Share, page F -26

35. We note that you present pro fo rma net loss per common share calculated assuming the
conversion of all series of the company’s convertible preferred shares into common
shares.  Please revise to also reflect the impact of the redesignation of common shares as
Class B multiple voting shar es, which will occur immediately prior to the consummation
of this offering.  Revise to describe how the ratio will be determined for the redesignation
and to address consideration of the two -class method.  Refer to ASC 260 -10-45-59A
through 45 -60B.

Tobias Lütke
Shopify Inc.
March 17, 2015
Page 8

 Part II

Item 7.  Recent Sales of Unregistered Securities, page II -2

36. Please revise to disclose the date of sale for each transaction.  In addition, please ensure
that you have disclose d the aggregate offering price or nature and aggregate amount of
consideration received for all securities issued without registration.  Finally , identify the
exemption you relied upon for each transaction  and disclose the facts relied upon  to
support the claimed exemption.  Refer to Item 701 of Regulation S -K.

You may contact Joyce Sweeney, Staff Accountant, at (202) 551 -3449 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the finan cial statements and related matters.  Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3456 with any other
questions.  If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
 Staff Attorney

cc: Via E -mail
Margaret A. Brown, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP