April 13, 2020
Shlomi Ben Haim
Chief Executive Officer
JFrog Ltd.
270 E. Caribbean Drive
Sunnyvale, CA 94089
Re: JFrog Ltd.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 27, 2020
CIK No. 0001800667
Dear Mr. Ben Haim:
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 otherwise noted, where prior comments are referred to they
refer to our letter
dated March 5, 2020.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your response to prior comment 2. Please disclose the extent to
which
the customers identified in the prospectus summary collectively
constituted a material
portion of your revenue for the year ended December 31, 2019.
Summary Consolidated Financial Data, page 11
2. We note the various revisions made in response to prior comment 1.
Please further revise
to include operating cash flow information in your Summary Consolidated
Financial Data
table to avoid placing undue prominence to the non-GAAP measure of free
cash flow.
Shlomi Ben Haim
JFrog Ltd.
April 13, 2020
Page 2
Similar revisions should be made to your Selected Consolidated
Financial Data
table. Refer to Question 102.10 of the Non-GAAP Compliance and
Disclosure
Interpretations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Results of Operations
Revenue, page 69
3. In response to prior comment 8 you state that customers typically
consume substantially
all of their contractual minimum usage commitment by the end of their
contract period.
Please clarify for us whether there is general consistency in the
pattern of revenue
recognition throughout the contract period for these arrangements.
Describe the
frequency with which customers exceed the minimum commitment prior to
the end of
contract period and tell us what, if any, impact this may have on your
results of operations
in any given period.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
4. We note your response to prior comment 10. Please describe for us the
nature of the
services provided with your technical support and whether such
services vary by product.
Also, expand your disclosure in the forepart of your document to
include a more
comprehensive discussion of such services. Lastly, tell us the
percentage of arrangements
that include technical support services.
Note 10. Income Taxes , page F-29
5. We note you present the line item "Preferred enterprise and foreign
tax rate differential" in
your tax rate reconciliation. Please tell us the individual impact of
Preferred
enterprise status and the foreign tax rate differential on your tax
expense and rate
reconciliation for each period presented and present these as separate
line items on your
reconciliation, as applicable. Refer to Rule 4-08(h)(2) of Regulation
S-X and ASC 740-
10-50-12.
General
6. It appears that the company may meet the definition of an Investment
Company under the
FirstName LastNameShlomi Ben Haim
40% test outlined in Section 3(a)(1)(C) of the Investment Company Act of
1940. Please
Comapany NameJFrog Ltd. to why the company should not be considered an
Investment
provide an analysis as
April 13, 2020 Page 2 Section 3.
Company under
FirstName LastName
Shlomi Ben Haim
FirstName LastNameShlomi Ben Haim
JFrog Ltd.
Comapany NameJFrog Ltd.
April 13, 2020
Page 13,
April 3 2020 Page 3
FirstName LastName
You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 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 Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Allison Berry Spinner, Esq.