United States securities and exchange commission logo





March 18, 2021

Or Offer
Chief Executive Officer
Similarweb Ltd.
121 Menachem Begin Rd.
Tel Aviv-Yafo 6701203, Israel

Re: Similarweb Ltd.
Draft Registration
Statement on Form F-1
Submitted February
18, 2021
CIK No. 0001842731

Dear Mr. Offer:

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
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.

Draft Registration Statement on Form F-1

Summary
Overview, page 1

1. Please clarify the
significance of the Fortune 500 companies in the technology, financial
services, retail,
household product and retail industries that you reference in the
prospectus summary. For
example, explain whether these companies are among your
customers that have
generated more than $100,000 in ARR as of December 31, 2020.
Risk Factors
A reduction or decline in participation..., page 19

2. You state that you
collect anonymized user data by accessing Google Analytics or other
Or Offer
FirstName
SimilarwebLastNameOr Offer
Ltd.
Comapany
March NameSimilarweb Ltd.
18, 2021
March2 18, 2021 Page 2
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FirstName LastName
direct measurement metrics provided by website and app owners. To the
extent material,
please revise this risk factor to include a discussion of Google s
plans next year to stop
using or investing in tracking technologies that uniquely identify web
users as they move
from site to site across the internet.
We rely upon third-party providers..., page 27

3. Please disclose the material terms of your agreement with Amazon Web
Services,
including the term and any termination provisions
Our financial results may fluctuate..., page 33

4. Please disclose the average length of your sales cycle with your
enterprise customers as
compared to your small-to-medium sized businesses and briefly describe
the uncertainties
associated with sales to your enterprise customers.
We have a credit facility..., page 36

5. Please clarify whether the credit agreement is secured by
substantially all of your assets.
Our amended and restated articles of association..., page 59

6. We note that your forum selection provision identifies federal courts
as the exclusive
forum for claims brought pursuant to the Securities Act. Please revise
your prospectus to
state that there is uncertainty as to whether a court would enforce
such a provision.
Provisions of Israeli law..., page 60

7. Please briefly describe each of the provisions in your amended and
restated articles of
association that require the approval of greater than a majority of
the total voting power to
amend.
Capitalization, page 69

8. Please review this table for accuracy and revise as appropriate. For
example, in the
"actual" column, you disclose total shareholders' equity of $145
million as of December
31, 2020 rather than total shareholders' deficit of the same amount.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 74

9. You disclose on page 76 that you provide free access to basic services
through your
website and a popular browser extension. Please revise to clarify if
you own the browser
extension or it is the property of a third-party. If you have
partnered with a third party to
receive data via the browser extension, please tell us the name of the
third party,
supplementally describe how this partnership works (including the
material contract
terms) and quantify the extent to which the 20 million users of these
free offerings
Or Offer
FirstName
SimilarwebLastNameOr Offer
Ltd.
Comapany
March NameSimilarweb Ltd.
18, 2021
March3 18, 2021 Page 3
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FirstName LastName
accessed those services via the browser extension.
COVID-19, page 76

10. To the extent material, please revise to provide more specific
disclosure of the impact of
COVID-19 on your revenues and results of operations. Include a
quantitative discussion
of the expenses that you said were at "historical levels beginning in
the third quarter of
2020."
Key Factors affecting our performance, page 77

11. You state that the aggregate net dollar-based retention rate for all
of your customers has
been greater than 100% for the last seven quarters, and for customers
generating over
$100,000 in ARR your aggregate NRR has been greater than 110% over the
same time
period. Please specify the net dollar-based retention rate for each
quarter and discuss any
material trends over that period.
Revenue, page 82

12. Please revise your discussion of revenue to quantify the increase in
customers in the
United States and Europe during the periods discussed. Please also
revise to quantify, if
possible, the impact of any changes in subscription rates charged to
customers. Please
refer to Item 303(a)(3)(iii) of Regulation S-K.
Credit Facilities, page 88

13. We note that your credit facility with Silicon Valley Bank includes
minimum liquidity
requirements both before and after consummation of your initial public
offering. Please
revise to clarify how liquidity is defined for purposes of these
financial covenants. Please
similarly revise your disclosures on page F-21.
Business
Data Collection, page 105

14. So that we may better understand your business, please tell us more
about your data
acquisition process and revise your disclosures accordingly. For
example, for each of the
four data sources described on page 105, please tell us the extent to
which you have
contractual arrangements with these entities to share their data with
you and describe the
material terms of those arrangements. If you acquire a significant
portion of your data
from small number of suppliers, please revise to quantify and disclose
those supplier
concentrations.
Principal Shareholders, page 133

15. Please disclose the natural person or persons who exercise the voting
and/or dispositive
powers with respect to the securities owned by Anglo-Peacock Nominees
Limited
and NNV Holdings B.V.
Or Offer
Similarweb Ltd.
March 18, 2021
Page 4
Consolidated Audited Financial Statements
8. Credit facility and loans, page F-20

16. Please revise to disclose the limitations placed upon you by the Silicon
Valley Bank credit
facility. For example, your disclosures on page 88 reference limitations
on indebtedness,
mergers, sales of assets and dividends (among others).
General

17. Please disclose the source of the following assertions in your
prospectus:
You provide a leading platform for digital intelligence (pages 1, 74
and 96); and
You are recognized as the standard of measure in the digital world
(pages 2 and 97).
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 Lisa Etheredge, Staff Accountant, at (202) 551-3424 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 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,
FirstName LastNameOr Offer
Division of
Corporation Finance
Comapany NameSimilarweb Ltd.
Office of
Technology
March 18, 2021 Page 4
cc: Nicole Brookshire, Esq.
FirstName LastName