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United States securities and exchange commission logo
June 10, 2024
Junkoo Kim
Chief Executive Officer
WEBTOON Entertainment Inc.
5700 Wilshire Blvd., Suite 220
Los Angeles, CA 90036
Re: WEBTOON
Entertainment Inc.
Registration
Statement on Form S-1
Filed May 31, 2024
File No. 333-279863
Dear Junkoo Kim:
We have reviewed your
registration statement and have the following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed May 31, 2024
Executive Compensation
Compensation Actions Taken in 2024, page 215
1. Based on your
disclosure related to compensation actions taken in 2024, please address
the following:
Revise MD&A to
quantify and disclose the expected impact of these actions on
future results of
operations. In this regard, we note disclosures on page 100 appear to
address the
expected impact of certain historical actions, but it does not appear
MD&A addresses the
expected impact of the additional actions taken in 2024;
Explain any
differences between the anticipated IPO stock price range and the fair
value estimates
you used for the restricted stock units and stock options granted in
2024; and
Tell us what
consideration was given to disclosing these actions as subsequent events
in the notes to
the financial statements. In this regard, we note the auditor's consent is
dated May 31,
2024.
Junkoo Kim
WEBTOON Entertainment Inc.
June 10, 2024
Page 2
Audited Financial Statements
Note 1. Description of Business and Summary of Significant Accounting Policies
Basis of Presentation, page F-8
2. We note your response to comment 5 and the revised disclosure on page
F-9. Please
further explain to us how the Company determined the errors resulting
in the revisions to
the consolidated statement of cash flows for the year ended December
31, 2023 were not
quantitatively material. Refer to SAB Topic 1:M.
Exhibits
3. We note that assumption (ii) of Exhibit 5.1 assumes that "(y) the
issuance, sale and
delivery of such Share, the terms of such Share and compliance by the
Company with the
terms of such Share will not violate any applicable law, any agreement
or instrument then
binding upon the Company or any restriction imposed by any court or
governmental body
having jurisdiction over the Company." It is inappropriate for counsel
to include in its
opinion assumptions that are overly broad, that assume away the
relevant issue or that
assume any of the material facts underlying the opinion or any readily
ascertainable facts.
Please ask counsel to support this assumption. Refer to Section
II.B.3.a of Staff Legal
Bulletin No. 19.
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.
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
June 10, 2024 Page 2 Office of
Manufacturing
FirstName LastName