1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this report.
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of December 31, 2023.
The term “disclosure controls and procedures,” as defined under the Exchange Act, means controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Because of the material weakness in our internal control over financial reporting discussed below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective.
−Removed: In light of this fact, our management, including our Chief Executive Officer and Chief Financial Officer, has put in place processes and controls and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
−Removed: Material Weakness in Internal Control Over Financial Reporting
−Removed: In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2022, and as previously described in our Annual Report on Form 10-K for the year ended December 31, 2021 in connection with the audits of our consolidated financial statements in certain prior years, we and our independent registered public accounting firms identified certain control deficiencies in the design and implementation of our internal control over financial reporting that, in the aggregate, constituted a material weakness.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.
+Added: Remediation of Previously Disclosed Material Weakness in Internal Control Over Financial Reporting
+Added: In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2022, and as previously described in our Annual Report on Form 10-K for the year ended December 31, 2022 in connection with the audits of our consolidated financial statements in certain prior years, we identified certain control deficiencies in the design and implementation of our internal control over financial reporting that, in the aggregate, constituted a material weakness.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.
2 unchanged sentences
Specifically, we did not design and maintain controls and we did not maintain a sufficient complement of accounting personnel to ensure account reconciliations were prepared and reviewed at the appropriate level of precision on a consistent and timely basis.
−Removed: The deficiency described above, if not remediated, could result in a misstatement of one or more account balances or disclosures in our annual or interim consolidated financial statements that would not be prevented or detected, and, accordingly, we determined that this control deficiency constitutes a material weakness.
−Removed: Remediation Plans
−Removed: To address our material weakness, we have added accounting and finance personnel and implemented new financial accounting processes, controls, and systems.
−Removed: We are continuing to take steps to remediate the material weakness described above through hiring additional qualified accounting and finance resources and further evolving our accounting and close processes.
−Removed: We will not be able to fully remediate this control deficiency until these steps have been completed and the controls have been operating effectively for a sufficient period of time.
+Added: To address our material weakness, we have performed the following actions:
+Added: • Designed and implemented new and revised manual business process controls and general information technology controls;
+Added: • Implemented additional financial and business process applications;
+Added: • Hired key accounting personnel.
+Added: Once the above remediation actions were completed, we evaluated the design and implementation and tested the operating effectiveness of relevant business process and general information technology controls.
+Added: As a result of these remediation efforts, management has concluded that, as of December 31, 2023, the aforementioned material weakness has been remediated.
Changes in Internal Control over Financial Reporting
−Removed: We are taking actions to remediate the material weakness relating to our internal control over financial reporting, as described above.
−Removed: Except as described above, there was not any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except as noted in the preceding section related to the remediation of our material weakness, there were no other changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
11 unchanged sentences
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: Based on that evaluation, management concluded that due to the material weakness described above, our internal control over financial reporting was not effective as of December 31, 2022.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting due to an exemption for emerging growth companies pursuant to Section 404 of the Sarbanes-Oxley Act.
Other Information
+Added: Trading Plans
+Added: Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.
+Added: During the three months ended December 31, 2023, no such plans or other arrangements were adopted or terminated .
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
25 unchanged sentences
S-1 333-253834 3.2 3/3/2021
−Removed: 3.2 Amended and Restated Bylaws of the Registrant , as adopted on Fe bruary 1 6, 2023 .
+Added: 3.2 Amended and Restated Bylaws of the Registrant, as adopted on February 16, 2023 .
8-K 001-40249 3.1 2/21/2023
19 unchanged sentences
S-1 333-253834 10.7 3/3/2021
−Removed: T erms and Conditions of the Registrant’s Fiscal Year 2021 Incentive Compensation Targets.
+Added: Terms and Conditions of the Registrant’s Fiscal Year 2021 Incentive Compensation Targets.
S-1 333-253834 10.8 3/3/2021
15 unchanged sentences
10-K 001-40249 10.16 3/22/2022
+Added: 10.17 †^
Second Amended and Restated Loan and Security Agreement dated as of July 14, 2022, by and among ThredUp Inc., ThredUp Intermediary Holdings LLC, Knitwit GC LLC, the lenders from time to time party thereto, and Western Alliance Bank, as agent
8-K 001-40249 10.1 7/20/2022
−Removed: 16.1 Letter R e C hange in C ertifying A ccountant — KPMG LLP dated September 6, 2022
+Added: 10.18 First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of December 14, 2023, by and among ThredUp Inc., ThredUp Intermediary Holdings LLC and Knitwit GC LLC, and Western Alliance Bank.
+Added: Filed herewith
+Added: 16.1 Letter Re Change in Certifying Accountant — KPMG LLP dated September 6, 2022
8-K 001-40249 16.1 9/6/2022
3 unchanged sentences
Filed herewith
−Removed: 23.2 Consent of Independent Registered Public Accounting Firm – KPMG LLP
−Removed: Filed herewith
24.1 Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K)
10 unchanged sentences
Furnished herewith
+Added: 97.1 ThredUp Inc.
+Added: Compensation Recovery Policy
+Added: Filed herewith
101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith
36 unchanged sentences
Coretha Rushing
−Removed: /s/ PAULA SUTTER Director March 7, 2023
/s/ MARCIE VU Director March 4, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.