SecProbe.io

August 2, 2013

Via Email
Mr. Paul Wensel
General Counsel
Criteo S.A.
32 Rue Blanche
75009 Paris, France

Re: Criteo S.A.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted July 25, 2013
  CIK No. 0001576427

Dear Mr. Wensel :

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 appropr iate, 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.

General

1. We note your response to comment 4 from our letter dated June 27, 2013.  Please revise
your back cover page graphic to clarify whether you deliver “up to 25,000 ads per
second,” or some other action.

2. Additionally, you include the phrase “Over $5.1 billi on of client online sales in 2012
post-click.”  We note that these sales are not directly tied to your own revenue, but rather
are the result of the service and products you provide to publishers.  Please revise this
figure to reflect figures or dollar amo unts directly tied to your revenues or sales.

Paul Wensel
Criteo S.A.
August 2, 2013
Page 2

Prospectus Summary, page 1

Business Overview, page 1

3. We note your response to comment 13 from our letter dated June 27, 2013.  Please revise
your disclosure to provide a clear and concise description or de finition of “rich data.”
We note that you continue to refer to “rich media content” elsewhere in your registration
statement.

4. We note your response to comment 14 from our letter dated June 27, 2013.  Please revise
your disclosure to provide context for your utilization of the maximum potential capacity
to deliver ads per second.  For example, provide a statistic as a percentage or other figure
that provides context for the ability to deliver 25,000 ads per second as compared to the
number of ads that are  actually delivered on average per second, or other meaningful data
points.  We note the consideration of a variety of factors, such as client demand, time of
day and season, which could contribute to this figure.

Our Competitive Strengths, page 4

5. We no te your response to comment 15 from our letter dated June 27, 2013.  Please revise
your disclosure to state whether or not you sell or otherwise share user data collected in
connection with providing clients targeted advertisements or other services.

Risk Factors, page 14

General

6. We note your disclosure in this section regarding the ability of companies such as Apple
Inc., to have the power to significantly change the nature of internet display advertising
marketplace.  We also note your disclosure reg arding users and mobile devices in
receiving online advertisements.  Please revise your disclosure to discuss how your
business and operating results have or may be affected by the Apple App store is no
longer accepting new apps or app updates that access a device’s unique identifier, or
UDID.  If applicable, please revise your disclosure here, in your MD&A and Business
sections to address how this change in Apple’s App store policy and any other
applications marketplace have impacted and may impact your ab ility to “optimize [y]our
advertising placement decisions” based on user activity and “other data” or otherwise
impact the depth and scale of user data required to predict user intent and deliver specific
message and products to users.

Paul Wensel
Criteo S.A.
August 2, 2013
Page 3

If we fail to  innovate, adapt and respond effectively to rapidly changing…, page 23

7. We note your response to comment 16 from our letter dated June 27, 2013 and reissue.
Please revise this risk factor to discuss specific challenges your business may face due to
smalle r screen or other technological characteristics or limitations associated with users
viewing advertisements via mobile devices.

You may be subject to limitation… , page 47

8. We note your response to comment 24 in our letter dated June 27, 2013.  At the end of
the third sentence in this section, you state that the depositary may refuse to deliver,
transfer or register transfers “for any other reason.”  Please remove this statement to
make clear that the only limitations that may be imposed on the transfer of ADSs are
those permitted in the additional disclosure you provided.

Management’s Discussion and Analysis…, page 66

Overview, page 66

9. First, you state that “in 2012 we observed over $160 billion in sales transaction on our
clients’ websites.”  Then you s tate that “In 2012, our clients generated over $5.1 billion in
online sales from users that made a purchase from one of our client’s website during the
30 day period following a click by that user on an advertisement we delivered for that
client.”  Through out your disclosure, please reconcile these two statements making clear
whether the $160 billion figure is tied to you products and services, or is the total in
online sales generated by your clients regardless of interaction with your business.

Liquidity and Capital Resources, page 83

10. We reiterate comment 31.  Please revise your discussion of financing activities to address
the impact of future events such as this planned offering of ordinary shares and any
significant potential stock option exe rcises subsequent to the offering. We refer you to the
Interpretive Guidance in SEC Release 33 -8350.

11. Describe for us and disclose the terms of your acquisition of Ad -X Limited.  Tell us and
disclose how you plan to account for this merger.

12. Similarly as above, in accordance with the Interpretive Guidance in SEC Release 33 -
8350, please expand your discussion of future cash flows from investing activities to
address the impact of the July 11, 2013 Ad -X Limited acquisition, if material.

Paul Wensel
Criteo S.A.
August 2, 2013
Page 4

Business, page 102

Corporate History and Structure, page 121

13. We note your response to comment 29 from our letter dated June 27, 2013.  Please file
the written agreement in place between you and Yahoo! Japan as appropriate.

Financial Statements, page F -1

14. In light of your recent acquisition of Ad -X Limited, refer to Item 4A(b)(i) of Form F -1
and tell us your consideration of whether historical and pro forma financial information
should be included in this Form F -1.   Please give us your calculations pursuan t to Rule
3-05(b)(2) and  Rule 1 -02(w) of Regulation S -X.

You may contact Joseph Kempf, Senior Staff Accountant , at 202-551-3352  or Ivette
Leon, Assistant Chief Accountant , at 202-551-3351  if you have questions regarding comments
on the financial statemen ts and related matters.  Please contact Kate Beukenkamp, Attorney -
Advisor,  at 202-551-6971  or Celeste M. Murphy, Legal Branch Chief,  at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Assistant Director
Larry Spirgel

cc:   Via Email
 Nicole Brookshire, Esq.
 Stephane Levy, Esq.
 Cooley LLP