SecProbe.io

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 May 8, 2025

Amy Rothstein
Chief Legal Officer
Nexxen International Ltd.
100 Redwood Shores Parkway, 3rd Floor
Redwood City, CA 94065

 Re: Nexxen International Ltd.
 Schedule TO-I Filed May 2, 2025
 File No. 005-92626
Dear Amy Rothstein:

 We have reviewed your filing and have the following comments.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.
All defined terms used herein have the same meaning as in your offer materials,
unless
otherwise indicated.

Schedule TO-I Filed May 2, 2025
General

1. We note that your response to Item 10 of Schedule TO and Item 1010(a) of
 Regulation M-A incorporates by reference Sections 16 and 17 of the
Offering
 Memorandum, which in turn incorporates the Company s Annual Report on
Form
 20-F for the year ended December 31, 2024, filed on March 5, 2025, by
reference,
 among other SEC filings. Please revise to include an express statement
that the
 financial statements from the Company s latest Annual Report on Form
20-F are
 incorporated by reference into your Schedule TO, and clearly identify
the relevant
 disclosure incorporated by reference by page, paragraph, caption or
otherwise. See
 Instruction 3 to Item 10 of Schedule TO.
2. See our comment above. Where a filing person elects to incorporate by
reference the
 information required by Item 1010(a) of Regulation M-A, all of the
summarized
 financial information required by Item 1010(c) must be disclosed in the
document
 furnished to security holders. See Instruction 6 to Item 10 of Schedule
TO and
 May 8, 2025
Page 2

 Telephone Interpretation I.H.7 in the July 2001 supplement to our
Manual of
 Publicly Available Telephone Interpretations that is available on the
Commission s
 website at http://www.sec.gov. Please revise your disclosure to include
the
 information required by Item 1010(c) of Regulation M-A and disseminate
the
 amended disclosure as required by Exchange Act Rule 13e-4(e)(3).
Purpose of the Offer, page 14

3. Refer to Item 6 of Schedule TO. Please revise to state your current
intentions with
 respect to any plans, proposals or negotiations related to the kinds of
transactions
 listed in Item 1006(c) of Regulation M-A.
Withdrawal Rights; Change in Election, page 17

4. We note the disclosure on page 17 of the Offering Memorandum that
[n]o
 withdrawal rights will apply to Eligible Options tendered during a
subsequent offering
 period and no withdrawal rights will apply during a subsequent offering
period to
 Eligible Options tendered during the initial period of the Offer.
Exchange Act Rule
 13e-4 and other rules applicable to issuer tender offers do not permit
the use of a
 subsequent offering period. Please revise.
Conditions of the Offer, page 18

5. Please revise condition (e) on page 19 of the Offering Memorandum to
fill in the
 missing closing price of Ordinary Shares on Nasdaq on May 1, 2025 so
that Eligible
 Participants can readily determine whether this condition has been
triggered.
Extension of Offer; Termination; Amendment, page 23

6. We note that the first paragraph on page 24 of the Offering Memorandum
indicates
 that the Company can terminate or amend the Offer and postpone
acceptance and
 cancellation of the tendered Eligible Options if any of the conditions
specified in
 Section 6 occurs. The immediately preceding paragraph makes a similar
statement
 with respect to Section 7 of the Offering Memorandum. Section 7 lists
the Offer
 conditions, whereas Section 6 does not appear to relate to the Offer
conditions. Please
 revise the first paragraph on page 24, or otherwise advise.
Additional Information, page 25

7. The SEC no longer maintains a public reference room where filings can be
inspected
 and copied by the public. Please revise the disclosure in the third
paragraph of this
 section accordingly.
 May 8, 2025
Page 3

 We remind you that the filing person is responsible for the accuracy
and adequacy of
its disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Shane Callaghan at 202-551-6977.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
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