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United States securities and exchange commission logo
March 5, 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
Draft Registration Statement on Form F-1
Submitted February
19, 2021
CIK No. 0001835963
Dear Mr. Schlachet:
We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form F-1
Consolidated Statement of Operations, page F-4
1. Please revise to
disclose the amount of income or loss available to common stockholders
on the face of the
statement of operations because it is materially different (i.e., more than
10% different) from
reported net income or loss. We refer you to ASC 220-10-S99-5.
Notes to Consolidated Financial Statements
Note 5. Convertible Preferred Shares, Shareholders' Deficit and Equity
Incentive Plan
(b) Share options plans, page F-21
2. Please clarify why the
average weighted exercise price as of December 31, 2020 is
significantly higher
than the amounts presented in the periods presented. In addition,
Amir Schlachet
Global-E Online Ltd.
March 5, 2021
Page 2
please provide a summary of options granted for the six months
preceding the filing of
this amended draft registration statement. Please provide the date and
amount of each
option grant along with estimated fair value of the underlying shares
of common
stock. Reconcile and explain the differences between the fair values
determined on each
grant date including the difference between the most recent grant date
fair value and the
midpoint of your offering range. This reconciliation should describe
significant
intervening events within the company and changes in assumptions with
the valuation
methodologies employed that explain the changes in fair value of your
common stock up
to the filing of the registration statement. Continue to provide us
with updates to the
above analysis for all equity related transactions through the
effectiveness date of the
registration statement.
(c) Convertible Preferred shares, page F-23
3. Please clarify the impact of the adjustment to the conversion rate to
your preferred stock
into shares of ordinary stock. That is, tell us whether the conversion
can result in the
issuance of more ordinary shares than the amounts presented in the
table on page F-25,
such as if the number of shares can change based on the price of the
QIPO. If so, please
describe how you will account for this conversion.
Note 10. Net Earnings (Loss) Per Share Attributable to Ordinary Shareholders,
page F-29
4. Please revise to provide a reconciliation of basic to diluted
weighted-average shares used
in computing net profit (loss) per share attributable to Ordinary
shareholders. Refer to
ASC 260-10-55-52. In addition, please ensure that the dividend and
participation rights
for your convertible preferred share are clearly disclosed. That is,
your footnote 5(c) -
Convertible Preferred Shares should clearly disclose such rights.
Your disclosure should
also properly present the two-class method calculating earnings per
share as outlined in
ASC 260-10-45-60B.
Note 12. Fair Value Measurements, page F-30
FirstName LastNameAmir Schlachet
5. In light of potential different risks, tell us your consideration of
separately presenting
Comapany NameGlobal-E
Government Online Ltd.
and Corporate debentures in your Fair Value Measurements
table. Refer to
March ASC 820-10-50-1A.
5, 2021 Page 2
FirstName LastName
Amir Schlachet
FirstName LastNameAmir Schlachet
Global-E Online Ltd.
Comapany
March NameGlobal-E Online Ltd.
5, 2021
March3 5, 2021 Page 3
Page
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Josh Kiernan