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SEC Company Response from JFrog Ltd (FROG) (CIK 0001800667) (FROG) — Sep 11, 2020

JFrog Ltd (FROG) (CIK 0001800667)
Date: Sept. 11, 2020 · CIK: 0001800667 · Accession: 0001193125-20-244219

AI Filing Summary & Sentiment

File numbers found in text: 333-248271

Date
September 11, 2020
Author
Managing Director
Form
CORRESP
Company
JFrog Ltd (FROG) (CIK 0001800667)

Letter

September 11, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention: Jan Woo

Jeffrey Kauten

Kathleen Collins

Joyce Sweeney

Re: JFrog Ltd.

Registration Statement on Form S-1

(File No. 333-248271)

Acceleration Request

Requested Date: Tuesday, September 15, 2020

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between September 8, 2020 through the date hereof, approximately 600 copies of the Preliminary Prospectus of JFrog Ltd., an Israeli company (the “Registrant”), dated September 8, 2020, were distributed to prospective underwriters/dealers, institutional and other investors and others.

We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on September 15, 2020, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.

[Signature page follows]

Very truly yours,
MORGAN STANLEY & CO. LLC

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 September 11, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-3720

Attention:
 Jan Woo

 Jeffrey Kauten

 Kathleen Collins

 Joyce Sweeney

Re:
 JFrog Ltd.

 Registration Statement on Form S-1

 (File No. 333-248271)

 Acceleration Request

Requested Date:
 Tuesday, September 15, 2020

Requested Time:
 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant
to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between September 8, 2020 through
the date hereof, approximately 600 copies of the Preliminary Prospectus of JFrog Ltd., an Israeli company (the “Registrant”), dated September 8, 2020, were distributed to prospective underwriters/dealers, institutional and
other investors and others.

 We, the undersigned Representatives, have and will, and we have been informed by the participating
underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the
above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on September 15, 2020, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their
obligations under the Securities Act.

 [Signature page follows]

 Very truly yours,

 MORGAN STANLEY & CO. LLC

 J.P. MORGAN SECURITIES LLC

 BOFA SECURITIES, INC.

 As representatives of the Underwriters

 By:

 MORGAN STANLEY & CO. LLC

 By:

 /s/ Rizvan Dhalla

 Name:

 Rizvan Dhalla

 Title:

 Managing Director

 By:

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Lucy Wang

 Name:

 Lucy Wang

 Title:

 Managing Director

 By:

 BOFA SECURITIES, INC.

 By:

 /s/ Michael Liloia

 Name:

 Michael Liloia

 Title:

 Director