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United States securities and exchange commission logo
April 30, 2021
Amir Schlachet
Chief Executive Officer
Global-E Online Ltd.
25 Basel Street
Petah Tikva 4951038, Israel
Re: Global-E Online
Ltd.
Amendment No. 2 to
Registration Statement on Form F-1
Filed April 28,
2021
File No. 333-253999
Dear Mr. Schlachet:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
22, 2021 letter.
Amendment No. 2 to Form F-1
Recent Developments
Preliminary Results for the Three Months Ended March 31, 2021, page 7
1. Please revise to
include a footnote that describe the terms of the warrants issued to
Shopify. This
disclosure should include pro forma effects on your preliminary results as
well as anticipated
effect on your financial statements over the next four years that these
warrants vest.
2. Please revise your
Adjusted EBITDA reconciliation table to include a footnote that
describes the impact of
the Shopify warrants on this Non-GAAP measure.
Amir Schlachet
FirstName LastNameAmir Schlachet
Global-E Online Ltd.
Comapany
April NameGlobal-E Online Ltd.
30, 2021
April 230, 2021 Page 2
Page
FirstName LastName
Services and Partnership Agreement, page 145
3. Please revise this section to note that the percentage-based fee of
GMV you will pay to
Shopify could have a negative impact on the company s gross margin.
Please add similar
disclosure to the risk factor on page 20.
Notes to the Consolidated Financial Statements
15. Subsequent Events, page F-36
4. We note your prior comment 2 and have the following comments. Please
add pro forma
information to clearly disclose the impact the Shopify warrants will
have on your financial
position and results of operations. Due to the materiality of these
warrants, consider
presenting pro forma statements, on the balance sheet, in columnar
form on the face of the
historical statements. See ASC 855-10-50-3. Disclose the expected
expense to be
recognized in each period of amortization and its classification.
Also, disclose the impact
the warrants will have on earnings per share. We refer you to ASC
260-10-45-13.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at
(202) 551-3815
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Josh Kiernan