September 11, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3720
| Attention: | Jan Woo |
Jeffrey Kauten |
Kathleen Collins |
Joyce Sweeney |
| Re: | JFrog Ltd. |
Registration Statement on Form S-1 |
(File No. 333-248271) |
Acceleration Request |
| Requested Date: | Tuesday, September 15, 2020 |
| Requested Time: | 4:00 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between September 8, 2020 through the date hereof, approximately 600 copies of the Preliminary Prospectus of JFrog Ltd., an Israeli company (the “Registrant”), dated September 8, 2020, were distributed to prospective underwriters/dealers, institutional and other investors and others.
We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on September 15, 2020, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature page follows]
Very truly yours, | ||
MORGAN STANLEY & CO. LLC | ||
J.P. MORGAN SECURITIES LLC | ||
BOFA SECURITIES, INC. | ||
As representatives of the Underwriters | ||
By: | MORGAN STANLEY & CO. LLC | |
By: | /s/ Rizvan Dhalla | |
Name: | Rizvan Dhalla | |
Title: | Managing Director | |
By: | J.P. MORGAN SECURITIES LLC | |
By: | /s/ Lucy Wang | |
Name: | Lucy Wang | |
Title: | Managing Director | |
By: | BOFA SECURITIES, INC. | |
By: | /s/ Michael Liloia | |
Name: | Michael Liloia | |
Title: | Director | |
