United States securities and exchange commission logo

                              April 5, 2021

       Sagi Niri
       Chief Financial Officer and Director
       Tremor International Ltd.
       Hashmonaim 121, 2nd Floor
       Tel Aviv, 6713328, Israel

                                                        Re: Tremor
International Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted March 11,
                                                            CIK No. 0001849396

       Dear Mr. Niri:

              We have reviewed your 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

             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

       Draft Registration Statement on Form F-1 submitted March 11, 2021

       Prospectus Summary, page 1

   1.                                                   Please revise to
provide equal discussion about the full-year 2020 along with the full-year
                                                        2019 throughout the
filing. In this regard, we note you refer to results and information for
                                                        the six-months ended
June 30, 2020 and the six-months ended December 31, 2020. Please
                                                        balance these
discussions by including similar information for the full fiscal years.
   2.                                                   You disclose here and
elsewhere in the document that you have over approximately 1,000
                                                        active customers.
However, we note from your disclosure on page 61 that actual active
                                                        customers decreased
from 931 in 2019 to 889 in 2020. Please revise this disclosure to
                                                        more accurately reflect
your total number of active users.
 Sagi Niri
FirstName   LastNameSagi
Tremor International  Ltd. Niri
April       NameTremor International Ltd.
       5, 2021
April 25, 2021 Page 2
FirstName LastName
3.       You disclose that you have approximately 1,500 publishers and 800
unique users. Please
         revise to define these terms, and to disclose the actual number of
publishers and unique
         users for each period presented.
Management's Discussion and Analysis of Financial Condition and Results of
Key Performance Indicators and Other Operating Metrics, page 57

4.       We note your discussion of CTV revenue and video revenue, including
the percentage of
         total programmatic revenue that each represent. However, we note the
sum of such
         revenues does not equal total programmatic revenue for either period.
Further, we are
         unable to recalculate the disclosure on page 6 regarding video, CTV,
and mobile video
         revenue as a percentage of total revenue from the information
provided. Please revise to
         clarify how video, CTV, and mobile revenue relate to each other and to
programmatic and
         performance revenue, as reported, and how you determined the various
percentages and
         dollar amounts you disclose. Also, explain why you have chosen to
disclose and discuss
         these two revenue streams separately from either your total revenue or
your programmatic
         and performance revenues. Lastly, consider providing tabular
disclosure showing the
         breakdown of these types of revenue to better clarify and support the
various percentages
         and metrics you provide.
5.       Your presentation of Net revenue includes an adjustment for
programmatic media costs
         that are included in revenue in fiscal 2019. You also include
adjustments for traffic
         acquisition costs to both fiscal 2019 and 2020. Similarly, you present
non-IFRS cost of
         revenue, excluding the media costs in fiscal 2019. Please explain to
us why you believe
         these non-IFRS measures do not substitute individually tailored
revenue recognition and
         cost of revenue methods for IFRS measures or revise to remove such
measures throughout
         your filing. Refer to Question 100.04 of the Non-GAAP Compliance and
         Interpretations (C&DIs) and Rule 100(b) of Regulation G. Also, since
your non-IFRS
         measures of Adjusted EBITDA Margin and Average net revenue per active
customer use
         Net revenue in the calculations, these measures should be revised to
comply with the non-
         GAAP guidance. Refer to Item 10(e)(4)(ii) of Regulation S-K.
Similarly, your discussion
         of net revenue (including CTV and Video net revenue) and net revenue
growth in the
         prospectus summary and elsewhere should be revised accordingly.
6.       Please reconcile your non-GAAP measure of adjusted EBITDA to the most
         comparable GAAP measure of net income. Refer to Question 103.02 of the
         C&DIs. Alternatively, consider changing the name of this measure to,
for example, non-
         GAAP operating profit (loss). In this regard, it appears that you do
not adjust this
         measure for interest expense or taxes, which are implied by the name
7.       We note you present Adjusted EBITDA Margin throughout the filing
without presenting
         the most directly comparable IFRS measure of net profit margin with
equal or greater
         prominence. Similarly, we note you include discussions of
period-over-period changes in
         adjusted EBITDA without presenting a discussion of the most directly
comparable IFRS
         measure with equal or greater prominence. Please revise your
disclosures throughout the
 Sagi Niri
FirstName   LastNameSagi
Tremor International  Ltd. Niri
April       NameTremor International Ltd.
       5, 2021
April 35, 2021 Page 3
FirstName LastName
         filing as necessary. Refer to Question 102.10 of the Non-GAAP C&DIs
and Item
         10(e)(1)(i)(A) of Regulation S-K.
8.       We note you consider the non-IFRS measure Net cash to be a performance
measure. As
         this is reconciled to cash and cash equivalents, an indicator of your
liquidity, please
         explain further how you determined that this is a measure of your
financial and operating
         performance and not a measure of your liquidity. Further, it appears
that you have short-
         term interest bearing lease liabilities. Please explain why these are
not excluded from this
         measure as the definition implies. Lastly, please clarify what this
measure is intended to
         convey and revise to explain how this information is useful to
investors. Refer to Item
         10(e)(i)(C) of Regulation S-K.
9.       If you continue to include Net cash in your filing, please revise to
present the most
         comparable IFRS measure with equal or greater prominence everywhere
this measure is
         presented. Refer to Question 102.10 of the Non-GAAP C&DIs and Item
10(e)(1)(i)(A) of
         Regulation S-K. Further, revise to rename this measure as the title
Net cash    is similar to
         net cash as discussed in your Liquidity section and as shown on the
face of your Statement
         of Cash Flows. Refer to Item 10(e)(ii)(E) of Regulation S-X.
Key Operating Metrics, page 61

10.      Please revise to clarify how you define and calculate net revenue
retention rate. In this
         regard, explain which of your revenue streams are considered to be
"recurring" and
         therefore, factored into this metric. To the extent this measure is
not based on all revenue
         streams, revise to explain why. Also, clarify what is meant by
"revenue retained from
         existing customers in a defined period of time." For instance,
disclose whether you start
         with revenue for all recurring revenue customers from a prior period
end and compare that
         to revenue from the same set of customers as of the current period end
and clarify what
         periods were used. Lastly, explain what this measure is intended to
represent and whether
         customer attrition and/or renewal is reflected in such measure.
JOBS Act, page 74

11.      You state that you have elected to take advantage of the extended
transition period for
         new or revised accounting pronouncements. As IFRS does not have
separate adoption
         dates for public and private companies, please explain further this
election or revise your
         disclosures as necessary.
Description of Share Capital and Articles of Association
Exclusive Forum, page 113

12.      We note that your forum selection provision identifies the federal
district courts of the
         United States of America as the exclusive forum for claims arising
under the Securities
         Act. Please revise here or in your risk factor section to highlight
enforceability concerns
         arising from the fact that Section 22 of the Securities Act creates
concurrent jurisdiction in
         federal and state courts over all suits brought to enforce any duty or
liability created by the
 Sagi Niri
FirstName   LastNameSagi
Tremor International  Ltd. Niri
April       NameTremor International Ltd.
       5, 2021
April 45, 2021 Page 4
FirstName LastName
         Securities Act or the rules and regulations thereunder. Additionally,
state that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
Notes to Consolidated Financial Statements
Note 3: Significant Accounting Policies
k. Revenue Recognition, page F-19

13.      We note that prior to fiscal 2020 you recognized revenue from your
         activities on a gross basis, and beginning in fiscal 2020 you began
recognizing such
         revenue net of programmatic media costs. Please provide us with a
detailed analysis of
         how you considered the guidance in paragraphs B34     B38 of IFRS 15
in determining that
         you were principal in these arrangements in fiscal 2019 and agent in
fiscal 2020. At a
         minimum, ensure your response addresses the following:
             how the company   s manual operations in the execution process
impacted your
              analysis and the specific guidance considered;
             why the accounting changed in fiscal 2020 when the Rhythm
acquisition was
              consummated in April 2019 and how integration of such business is
relevant to your
             how the terms of each of your arrangements (both demand side
supply side
              customers) support your accounting; and
             whether there were any changes in the terms of the arrangements
from fiscal 2019 to
              fiscal 2020.
14.      You state that you typically invoice buyers at the end of each month
for the full purchase
         price of ad impressions monetized in that month. Please revise to
clarify how
         monetization is determined for each of your pricing solutions (e.g.
percentage of spend,
         flat fees and CPM).
l. Classification of expenses, page F-21

15.      We note you present a measure of gross profit on the face of your
Statement of Operation
         and Other Comprehensive Income. Please clarify whether any
amortization or
         depreciation expense directly attributable to cost of sales is
included in gross profit. To the
         extent you do not allocate any depreciation and amortization to cost
of revenue, you
         should remove the gross profit subtotal and relabel the cost of
revenue line item to
         indicate that it excludes depreciation and amortization. Refer to SAB
Topic 11B.
Note 7. Intangible Assets, Net, page F-34

16.      You state that your qualitative assessment during the years ended
December 31, 2020, and
         2019, did not indicate that it is more likely than not that the fair
value of its goodwill is
         less than the aggregate carrying amount. Please explain further your
reference to a
         "qualitative assessment." Tell us how you considered the guidance in
paragraphs 10 and
         90 of IAS 36 and specifically address how you determined the
recoverable amount of the
 Sagi Niri
Tremor International Ltd.
April 5, 2021
Page 5
         cash-generating unit. Also, tell us when you perform your goodwill
impairment analysis
         and confirm that such evaluation is done at the same time each year.
Refer to IAS 36.96.
         Lastly, revise to include the disclosure required by IAS 36.134(a)-(f)
or explain why you
         believe such disclosure in not necessary.

17.      Please file your material leases, employment agreements, and deposit
agreement between
         the registrant, the depositary and holders of the American Depositary
Shares as exhibits to
         the registration statement. See Item 601(b)(4) and (10) of Regulation

18.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        You may contact Brittany Ebbertt, Senior Staff Accountant, (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

FirstName LastNameSagi Niri                                    Sincerely,
Comapany NameTremor International Ltd.
                                                               Division of
Corporation Finance
April 5, 2021 Page 5                                           Office of
FirstName LastName