View:
United States securities and exchange commission logo
May 17, 2021
Sagi Niri
Chief Financial Officer and Director
Tremor International Ltd.
Hashmonaim 121, 2nd Floor
Tel Aviv, 6713328, Israel
Re: Tremor
International Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted May 4,
2021
CIK No. 0001849396
Dear Mr. Niri:
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. Unless we note otherwise, our references to prior comments are
to comments in
our April 28, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted
May 4, 2021
Prospectus Summary, page 1
1. Your revised
disclosures in response to prior comment 1 refers to 800 million unique
users for the month
ended March 31, 2021; however, the number of active customers and
publishers appears to
be as of December 31, 2020. Please revise to clarify what period(s)
are presented and to
the extent there were material fluctuations in these metrics between
these periods, include
comparable data for each period.
2. Please explain the
rationale for your reference to CTV advertising gross revenue on a six-
month basis. In this
regard, CTV gross revenue appears to be a non-IFRS measure for the
six-months ended June
30, 2020.
Sagi Niri
Tremor International Ltd.
May 17, 2021
Page 2
3. We note your response to prior comment 2. While we acknowledge you
highlight CTV
advertising revenue because it is expected to grow at an accelerated
rate and is a key
growth driver for your business, we note that you make similar
statements regarding
Video revenue overall. As CTV revenue represents approximately 26% of
total 2020
Video revenue, please balance your discussion of CTV advertising
revenue here with a
more fulsome discussion of your total Video revenue overall and better
explain within
your disclosures why you focus on CTV revenue and not the other
sources of Video
revenue. In this regard, we note that Video revenue can also be
generated from devices
such as mobile, streaming and desktop, and that together those
represent approximately
74% of 2020 Video revenue. Please, revise to address each source of
Video revenue,
including the portion of total revenue they represent or explain why
you do not believe
this information is necessary to an investors understanding of your
business.
4. You also state in your response to prior comment 2 that you focus your
discussion on six-
month increments because your results for the first half of 2020 were
negatively impacted
by the COVID-19 pandemic. To the extent you present six-month periods
to show the
impact of the pandemic throughout fiscal 2020, revise to clarify as
such and clearly
address both positive and negative factors impacting each period and
the role of the
pandemic on any significant fluctuations in period-over-period
results. Also revise to
present a similar discussion on a full year-over-year basis. Lastly,
if any specific line
items were significantly impacted by COVID, either positively or
negatively, please
ensure that is appropriately addressed in your MD&A results of
operations disclosures.
Refer to the Staff's statement on disclosure considerations regarding
COVID-19 (Topic
No. 9A) issued June 23, 2020 available on our website.
5. Please balance your statement on page 7 where you indicate that you
have been adjusted
EBITDA profitable since 2014 with a similar statement regarding the
period from which
you have been IFRS profitable.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies, Judgments and Estimates
Revenue Recognition, page 59
6. We note your response and revised disclosures to prior comment 4.
However, we also
note you continue to present gross profit within the tabular
disclosure on page 61. Please
revise to remove this line item.
Key Performance
FirstName Indicators
LastNameSagi and Other Operating Metrics, page 68
Niri
Comapany
7. NameTremor
We continue International
to consider Ltd. to prior comment 5 and may have
further
your response
May 17,comments.
2021 Page 2
FirstName LastName
Sagi Niri
FirstName LastNameSagi
Tremor International Ltd. Niri
Comapany
May NameTremor International Ltd.
17, 2021
May 17,
Page 3 2021 Page 3
FirstName LastName
Notes to Consolidated Financial Statements
Note 22: Subsequent Events, page F-52
8. We note your response to prior comment 12. Please revise to disclose
the date when the
financial statements were approved for issuance and who gave that
authorization. Refer to
IAS 10.17. In addition, tell us what consideration you gave to provide
pro forma per share
information in your Summary Consolidated Financial and Other Data
table reflecting the
cash bonuses that will be paid to your CEO, COO and CFO upon
completion of this
offering.
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