Filed Pursuant to Rule 433 of the Securities Act of 1933
Issuer Free Writing Prospectus dated September 14, 2020
Relating to Preliminary Prospectus dated September 8, 2020
Registration No. 333-248271
JFrog Ltd.
Update and Supplement to Preliminary Prospectus
Dated September 8, 2020
This free writing prospectus relates to the initial public offering of ordinary shares of JFrog Ltd. (“JFrog”) and updates and supplements the preliminary prospectus dated September 8, 2020 (the “Initial Preliminary Prospectus”) that was included in Amendment No. 1 to the Registration Statement on Form S-1 relating to this offering of our ordinary shares. On September 14, 2020, JFrog filed Amendment No. 2 to the Registration Statement on Form S-1 relating to this offering of our ordinary shares (“Amendment No. 2”), which Amendment No. 2 includes an update to the Initial Preliminary Prospectus (the “Updated Preliminary Prospectus”). Amendment No. 2, including the Updated Preliminary Prospectus, may be accessed through the following link:
https://www.sec.gov/Archives/edgar/data/1800667/000119312520244608/d841831ds1a.htm
The Updated Preliminary Prospectus reflects (i) an increase in the estimated initial public offering price per share of our ordinary shares from $33.00 and $37.00 per share to $39.00 to $41.00 per share (the “Price Range Increase”), and (ii) changes related to the Price Range Increase. Please refer to the link above to Amendment No. 2 for all of the changes to the disclosure in the Updated Preliminary Prospectus.
JFrog has filed a registration statement (including the Updated Preliminary Prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Updated Preliminary Prospectus in that registration statement and other documents JFrog has filed with the SEC for more complete information about JFrog and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, a copy of the Updated Preliminary Prospectus may be obtained from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attn: Prospectus Department; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 Telephone: 866-803-9204 Email: prospectus-eq_fi@jpmorganchase.com or BofA Securities, Inc., 200 North College Street, 3rd Floor, Charlotte NC 28255-0001 Attn: Prospectus Department Email:
dg.prospectus_requests@bofa.com.