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United States securities and exchange commission logo
February 23, 2024
Junkoo Kim
Chief Executive Officer
WEBTOON Entertainment Inc.
5700 Wilshire Blvd., Suite 220
Los Angeles, CA 90036
Re: WEBTOON
Entertainment Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted February
9, 2024
CIK No. 0001997859
Dear Junkoo Kim:
We have reviewed your amended draft registration statement and have
the following
comments.
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
January 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Factors Affecting Our Performance, page 84
1. We note your disclosure
of Paid Content GMV on page 87. Please address the following:
More fully explain
how it is calculated and what it represents, including if and how
"total value"
relates to revenue recorded in the combined financial statements;
More fully disclose
and describe why the measure is useful to investors; and
Disclose any key
estimates, assumptions, and limitations specific to the measure.
Combined Financial Statements
Note 1. Description of Business and Summary of Significant Accounting
Policies
Junkoo Kim
WEBTOON Entertainment Inc.
February 23, 2024
Page 2
Organization and Description of Business, page F-7
2. We note your response to comment 11; however, it is not clear to us if
the combined
financial statements reflect allocations for common expenses incurred
by the ultimate
parent. Please more fully explain to us how each entity that is
controlled by Naver
operated and how you determined no common expenses are required to be
allocated to the
combined financial statements to comply with the provisions of SAB
Topic 1:B.
Note 17. Business Combinations, page F-40
3. We note your response to comment 20. Please more fully explain to us
if and how you
considered the fair value of the shares of Munpia you acquired in
February 2022 in
determining the fair value of the shares of Munpia issued to acquire
Studio JHS Inc. in
August 2022.
Please contact Stephany Yang at 202-551-3167 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any
other
questions.
FirstName LastNameJunkoo Kim Sincerely,
Comapany NameWEBTOON Entertainment Inc.
Division of
Corporation Finance
February 23, 2024 Page 2 Office of
Manufacturing
FirstName LastName