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United States securities and exchange commission logo
June 2, 2021
Sagi Niri
Chief Financial Officer and Director
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, 6789124, Israel
Re: Tremor
International Ltd.
Registration
Statement on Form F-1
Filed May 25, 2021
File No. 333-256452
Dear Mr. Niri:
We have reviewed your 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 May
17, 2021 letter.
Form F-1 filed on May 25, 2021
Prospectus Summary, page 1
1. We note your revised
disclosures in response to prior comment 3 where you discuss the
growth in both Video
and CTV revenue for the six months ended June 30, 2020 compared
to the six months ended
December 31, 2020. As CTV revenue is a subset of Total Video
revenue, please revise
to indicate as such and to discuss the increase in Total Video
revenue separately from
CTV revenue for each half of fiscal 2020. Similar revisions
should be made
elsewhere where you include these disclosures.
Sagi Niri
FirstName LastNameSagi
Tremor International Ltd. Niri
Comapany
June 2, 2021NameTremor International Ltd.
June 2,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies, Judgments and Estimates, page 61
2. Please revise to clearly state that beginning in fiscal 2020 you
determined that you
operated as an agent with respect to your Programmatic activity and
therefore present
revenue on a net basis. Also, we note your disclosures on page ii
where you state "[i]n
order to improve comparability and provide a more meaningful basis for
comparison of
our financial results, this prospectus includes certain unaudited, as
adjusted (non-IFRS)
revenue information solely for the year ended December 31, 2019 that
give effect to the
revenue recognition changes noted above as if such changes were
applied on January 1,
2019. This as adjusted (non-IFRS) revenue information will not be
provided for any
period subsequent to the year ended December 31, 2019." Please revise
to include similar
language in the introductory paragraph to the reconciliation table on
page 63.
Key Operating Metrics, page 79
3. We note your measure of "average contribution ex-TAC per active
customer." Please tell
us what is meant by "average" contribution or revise as necessary.
Also, revise to include
the comparable IFRS measure of gross profit per active customer here
and wherever else
you discuss this measure. Refer to Question 102.10 of the non-GAAP
C&DIs.
4. Please revise your reference to "net revenue retention rate" in the
table to refer to the
correct measure of contribution ex-TAC retention rate.
Business, page 84
5. We note your revised disclosures in response to comment 1. Please tell
us the actual
number of publishers at March 31, 2021. Also, revise to include the
actual active
publisher count in this filing for each period presented. In this
regard, while you state in
your response to comment 3 in your April 13, 2021 letter that you
believe providing an
approximate figure is more appropriate since this number can fluctuate
over time,
considering you rely on publishers in order to conduct your business,
it would seem that
the actual publisher count is important to an understanding of your
business.
Description of American Depository Shares
Governing Law/Waiver of Jury Trial, page 135
6. We note your disclosure that the deposit agreement includes a waiver
of jury trial
provision and an exclusive forum provision. Please include a risk
factor addressing the
impact of these provisions of this deposit agreement on the rights of
ADS holders.
Sagi Niri
FirstName LastNameSagi
Tremor International Ltd. Niri
Comapany
June 2, 2021NameTremor International Ltd.
June 2,
Page 3 2021 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
You may contact Brittany Ebbertt, Senior Staff Accountant, at
202-551-3572 or Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Alexandra
Barone, Staff Attorney,
at 202-551-8816 or Larry Spirgel, Office Chief, at 202-551-3815 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology