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,
                                                            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

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


                                                        Division of Corporation
                                                        Office of Trade &
cc:      Marc D. Jaffe, Esq.