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United States securities and exchange commission logo
January 13, 2021
Amir Schlachet
Chief Executive Officer
Global-E Online Ltd.
25 Basel Street
Petah Tikva 4951038, Israel
Re: Global-E Online
Ltd.
Draft Registration
Statement on Form F-1
Submitted December
17, 2020
CIK No. 0001835963
Dear Mr. Schlachet:
We have reviewed your 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
response.
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.
Draft Registration Statement on Form F-1
Summary
Business Overview, page 1
1. In the final paragraph
of this section, please balance your financial information with
similar information
regarding your net loss/income for the periods being presented.
Our Opportunity, page 3
2. Please provide support
for your statement that cross-border e-commerce is growing faster
than domestic
e-commerce. Also, please disclose the name and date of any report from
which you have derived
the data you attribute to Forrester and other third party sources in
the prospectus.
Amir Schlachet
Global-E Online Ltd.
January 13, 2021
Page 2
Key Performance Indicators and Other Operating Metrics
Key Performance Indicators, page 70
3. Please revise to disclose the number of merchants for each reporting
period
presented. This disclosure should include the number of new merchants
added in each
period. Further, disclose the number of merchant by geographic
location similar to your
revenue outbound sales disclosures on page 69. In addition,
consider disclosing revenue
by geographic location for destination market sales to shoppers.
Key Performance Indicators and Other Operating Metrics
Adjusted EBITDA, page 72
4. We note your statement that the increase in adjusted EBITDA "was
primarily driven by
growth in GMV and revenues, as well as operating leverage." Tell us
how GMV impacts
adjusted EBITDA in a different manner than your revenues.
Results of Operations
Year ended December 31, 2019 compared to year ended December 31, 2018 , page 77
5. Expand your disclosures to quantify the material factors that resulted
in changes year over
year. For example, quantify the increase in Revenue between increased
volume with
existing merchants and onboarding of new merchants. In addition, we
note each of your
operating expense line items increased as a result of expansion of
respective personnel.
Consider disclosing the number of personnel period over period. Refer
to Section III.B of
SEC Release No. 33-8350.
6. Separately analyze and discuss revenues earned from fulfillment
services. In addition, the
associated cost of fulfillment should be separately analyzed and
disclosed.
Merchant Case Studies, page 93
7. Please explain how you compiled these case studies, why you selected
the profiled clients,
how the clients provide a meaningful representation of your user base
and any limitations
in using these individual case studies.
Employment and Consulting Agreements with Executive Officers, page 125
8. Please summarize the terms of your agreements with your executive
officers and file those
agreements as exhibits to your registration statement.
Principal
FirstNameShareholders,
LastNameAmir page 129
Schlachet
Comapany
9. NameGlobal-E
Please Online of
disclose the portion Ltd.
each class of your securities held, and
the number of record
holders, in the
January 13, 2021 Page 2United States. Refer to Item 4 of Form F-1 and Item
7.A.2 of Form 20-F.
FirstName LastName
Amir Schlachet
FirstName LastNameAmir Schlachet
Global-E Online Ltd.
Comapany
January 13,NameGlobal-E
2021 Online Ltd.
January
Page 3 13, 2021 Page 3
FirstName LastName
Investors Rights Agreement, page 132
10. Please confirm that you intend to file the Investors' Rights Agreement
as an exhibit to the
registration statement.
Consolidated Balance Sheets, page F-3
11. We note your related party transactions disclosure on page F-26.
Please identify your
related party transactions on the face of your balance sheets and
statements of operations.
Refer to Rule 5-02.19 and Rule 5.03.2 of Regulation S-X.
Consolidated Statements of Operations, page F-4
12. Please revise to mark the operating loss, loss before income taxes,
and net loss as negative
amounts in parentheses to avoid confusion.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Concentration of Risks, page F-8
13. Please disclose the amount of revenue, GMV, and receivables to your
largest merchant
that represented approximately 25% and 18% of our total revenues in
the years ended
December 31, 2019 and the nine months ended September 30, 2020. Refer
to ASC 275-
10-50-18(a).
Revenue Recognition , page F-10
14. Your disclosure on page F-11 indicates that to allocate the
transaction price to the
performance obligations, the Company maximizes the use of observable
standalone sales
and observable data, where available. Please clarify if you sell
either of your solutions on
a standalone basis. Further expand your disclosure to explain how you
estimate the SSP
when standalone selling price is not directly observable in greater
detail. Refer to ASC
606-10-32-33 and 34.
15. We note your risk factor on page 23 that you operate as the merchant
of record for sales
conducted using your platform. Please expand your policy to disclose
more clearly the
circumstances under which the Company acts as principal or agent for
each solution and
the basis for its conclusion. Refer to ASC 606-10-55-39. Further,
please clarify why
control is transferred " when transaction is considered completed,
when the payment is
processed by the Company, and the merchant goods arrive to the Company
s hub".
Explain why the merchant goods being received by the Company's hub
represents a
transfer of control instead of upon transfer of control to the
shopper. Identify who is your
customer in your contractual arrangements.
16. Your disclosure indicates that you have identified fulfillment
services, which include
shipping and handling as a distinct performance obligation. Tell us
how you considered
Amir Schlachet
Global-E Online Ltd.
January 13, 2021
Page 4
the guidance in ASC 606-10-25-18A and 18B. Clarify whether the
customer takes control
before shipment. We note that you recognize service revenue when the
good arrives in
your hub. In addition, clarify why shipping and handling is recognized
over time instead
of upon shipment or delivery.
17. Please revise to disclose disaggregated revenue amounts for service
and fulfillment
revenue. We refer you to ASC 606-10-55-91(a) and (f).
General
18. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Ryan Rohn, 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.
FirstName LastNameAmir Schlachet Sincerely,
Comapany NameGlobal-E Online Ltd.
Division of
Corporation Finance
January 13, 2021 Page 4 Office of
Technology
FirstName LastName