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
                                                            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

             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

       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
         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.
March      NameGlobal-E Online Ltd.
       5, 2021
March3 5, 2021 Page 3
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


                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Josh Kiernan