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 May 15, 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/A Filed May 13, 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,
as amended,
unless otherwise indicated.

Schedule TO-I/A Filed May 13, 2025
Purpose of the Offer, page 14

1. We reissue in part prior comment 3 in our letter dated May 8, 2025. The
revised
 disclosure in this section regarding the Company's plans, proposals or
negotiations is
 qualified by any of the Company's filings with the SEC and any other
public
 disclosure. Please revise to remove this qualifying language and
describe (or
 specifically incorporate by reference) any of the Company's plans,
proposals or
 negotiations. See Instruction E to Schedule TO and Item 1006(c) of
Regulation M-A.
Extension of Offer; Termination; Amendment, page 24

2. We reissue prior comment 6 in our letter dated May 8, 2025. We note that
your
 response indicates that the disclosure on page 24 has been revised to
refer to Section
 7 of the Offering Memorandum; however, the third paragraph of this
section, at the
 bottom of page 24 of the amended Offering Memorandum, continues to
reference the
 "conditions specified in Section 6." Please revise.
 May 15, 2025
Page 2

 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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