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]