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 December 18, 2025

Eliran Glazer
Chief Financial Officer
monday.com Ltd.
6 Yitzhak Sadeh Street
Tel Aviv, 6777506 Israel

 Re: monday.com Ltd.
 Form 20-F for the Year Ended December 31, 2024
 File No. 001-40461
Dear Eliran Glazer:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Adva Schulman
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

    monday.com Ltd.

    6 Yitzhak Sadeh Street

    Tel Aviv, 6777506 Israel

    October 9, 2025

    Via EDGAR Transmission

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Lisa Etheredge and Robert Littlepage

          Re:

            monday.com Ltd.

    Form 20-F for the Year Ended December 31, 2024

    File No. 001-40461

    Dear Ms. Etheredge and Mr. Littlepage:

      This letter is in response to the letter dated September 11, 2025, from the staff of the Division of Corporation Finance
        (the “Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 17, 2025 (the “20-F”). The Staff’s comments are set
        forth below in bold, followed by the Company’s response to the comments.

      Please note that the “Company,” “we” and “our” refers to monday.com Ltd. The numbering of the paragraphs below
        corresponds to the numbering of the Staff’s comment letter, the text of which we have repeated in this response letter for convenience. [All terms used but not defined herein have the meanings assigned to such terms in the 20-F.]

    Form 20-F for the Year Ended December 31, 2024

    Operating Results

    Comparison of the Years Ended December 31, 2024 and 2023, page 60

          1.

            Please revise to provide a more substantive analysis of the reasons for changes in revenue during the periods presented. Your discussion should address the impact of changes
              in pricing, new or expanded product lines, and to the extent possible, quantify increases driven by existing customers separate from increases attributable to new customers. We note, for example, that the Q4 2024 and Q2 2025 shareholder
              letters provided on your website include metrics about customer growth associated with your CRM, service and dev products that provide additional insights not addressed in MD&A. Similarly, in your February 10, 2025 earnings call,
              management quantified the impact of pricing on 2024 results and provided an estimate of expected future pricing impacts but neither are included in your MD&A for the year ended December 31, 2024. Refer to Item 303 of Regulation S-K.

      1

    Response:

    We acknowledge the Staff’s comment and respectfully advise the Staff that in future Annual Reports on Form 20-F beginning
      with the year ended December 31, 2025, we will expand our Item 5. Operating and Financial Review and Prospects (“MD&A”) to provide a more substantive analysis of the reasons for changes in revenue during the periods presented. Specifically, the
      expanded discussion will, if applicable and practicable, address material impacts from pricing adjustments and material impacts from our customer base development, including contributions from new customer acquisitions as well as from existing
      customers.

    As noted in our response below to the Staff’s comment #4, we do not currently disclose or internally use GAAP revenue by
      product. However, if this were to change in the future, we would also evaluate whether there are any material impacts from new or expanded product lines that should be disclosed in our MD&A.

    Liquidity and Capital Resources, page 64

          2.

            We note that you have a significant amount of cash on hand as of December 31, 2024. Please revise to provide a more substantive discussion of your material cash requirements
              from known and other obligations both in the short-term and separately in the long-term (beyond the next 12 months). As part of this analysis, identify any known trends, demands, commitments, events or uncertainties that are reasonably likely
              to materially impact your liquidity and capital resources. For example, we note from your Q4 2024 investor presentation that your future plans include an expansion of your core work product lines. Additionally, in your August 11, 2025
              earnings call, management discussed investing in mondayDB. Your revised disclosures should address the timeline and expected cost of any known or anticipated investments along with the anticipated impact on your capital resources and
              liquidity.

    Response:

    We acknowledge the Staff’s comment and respectfully advise the Staff that in future Annual Reports on Form 20-F, we will
      expand our MD&A to provide a more substantive discussion of our material cash requirements from known and other obligations both in the short-term and separately in the long-term, including identifying any known trends, demands, commitments,
      events or uncertainties that are reasonably likely to materially impact our liquidity and capital resources. Specifically, the expanded discussion will highlight the following areas of investment, to the extent material: investments in talent (e.g.,
      headcount growth), investments in our platform and our products, including integrating artificial intelligence technologies, and investments in our go-to-market approach, including plans to open new offices and strengthen our partner network.

      2

    Consolidated Financial Statements

    Note 16. Segment Reporting, page F-48

          3.

            We note your disclosure indicating that you manage your business on the basis of one reportable segment and unit. Based upon comments made by management during your February
              10, 2025, earnings call, it appears that discrete financial information below the consolidated level is both available to and reviewed by management. Please tell us how you considered ASC 280-10-50 in determining your operating and reportable
              segments. To the extent that you have aggregated multiple operating segments into a single reportable segment, please also tell us your basis for doing so.

    Response:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that, as further explained below, the
      Company determined it has one operating segment and reportable segment. The Company notes that no discrete GAAP or non-GAAP financial measures are available or reviewed by management on any basis other than the consolidated level. The Company does
      use Annual Recurring Revenue (“ARR”), which is an operational measure, and other analytical, non-financial information that is produced on a disaggregated per product level, such as number of accounts per product. ARR is used by the Company as a
      growth operational measure and reviewed by the Company’s Chief Operating Decision Makers (“CODMs”) for that purpose only. ARR is an operational measure that is not directly comparable to GAAP revenue.

    Furthermore, the Company carefully considered all of the relevant factors in ASC 280-10-50, including but not limited to the
      factors noted below. In identifying its potential operating segments based on the criteria set forth in ASC 280-10-50-1, the Company considered several sources of information, including the Company’s internal organizational structure, the basis on
      which budgets and forecasts are prepared, the financial information the Company’s CODMs review in evaluating company performance and determining how resources should be allocated (including that the CODMs review the Company’s consolidated operating
      results to assess performance and make resource allocation decisions), and how information is released to the public and analysts. The reports, in the package, delivered to, and reviewed by the CODMs do not include information at a disaggregated
      level. Based on the analysis of ASC 280-10-50-1, as further detailed below, the Company determined that (i) none of its stand-alone products meet the criteria of an operating segment and (ii) the Company therefore has only one operating segment.
      Since the Company determined that it has only one operating segment, the aggregation criteria set forth in ASC-280-10-50-11 are not applicable.

      Additional Details Regarding the Company’s
            Segments Analysis :

            ●

              The Company notes that it compiles and provides a monthly reporting package to its CODMs to facilitate the review of its operational performance and make decisions regarding resource allocation as well as for
                approval of budgets and forecasts. As described above, financial results and metrics are presented, reviewed and evaluated only at the consolidated level. As noted above, although supplemental disaggregated ARR by product is reviewed by the
                Company and included in such reporting packages,  that information is used as a growth operational measure only. ARR was not intended to, nor used by the CODMs to measure profitability at a level below the consolidated level.

        3

            ●

              No other discrete financial information (including revenues, operating expenses or any other profitability measure) is provided, nor is it available on a disaggregated basis. The key profitability measure the
                CODMs evaluate to make resource allocation decisions is non-GAAP operating income, which is only available on a consolidated level.

            ●

              Although the CODMs receive ARR and other analytical, non-financial information at the product level, such as the number of accounts per product, it is important to note that:

            ○

              All the products share the same platform and can be used simultaneously by different teams in the same organization. While the Company sells its products to customers of different sizes and those customers
                operate in many different sectors, the Company’s key focus and potential growth opportunity is from selling upmarket to enterprise customers, where the Company generally sells at least two or more products to the same customer;

            ○

              The products are sold and revenues are recognized over the same time periods (most of the Company’s contracts are annual subscriptions or, to a lesser extent, multi-period contracts, all of which are recognized
                over time in the same pattern), and have similar terms and conditions; and

            ○

              The key corporate functions in the organization, including research and development, customer support and sales, serve the consolidated business and are not organized by product line or otherwise, which is why
                most of the Company’s expenses are attributed to the consolidated business rather than a more disaggregated level.

            ●

              For these reasons, the Company is not required and currently does not allocate any shared operating expenses to individual products or solutions for management reporting purposes, and resource allocation
                decisions are based on consolidated operating results. This is also evidenced by the fact that the Company’s financial planning and accounting systems were not designed to budget, record transactions (revenue or expenses), or otherwise
                allocate shared costs for the purpose of reporting operating margin at the product level or at any other level of disaggregation.

          4.

            Please refer to ASC 280-10-50-40 and tell us how you considered disclosing revenues from external customers for each of your four main products: work management, CRM, dev and
              service. We note a recent announcement in your Q2 2025 shareholder letter that the CRM product reached $100 million in ARR. As such, it appears that there is sufficient financial information available to report revenues from external
              customers by product.

      4

    Response:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that although the Company does publicly
      disclose certain operational measures by product (i.e., ARR per product and number of accounts by product), the Company does not disclose or internally use GAAP revenue by product. As noted above, these operational measures are not directly
      comparable to GAAP revenue.

    As part of the preparation of its financial statements, the Company considers and follows the guidance in ASC 280-10-50-40,
      which states “A public entity shall report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so. The
        amounts of revenues reported shall be based on the financial information used to produce the public entity’s general-purpose financial statements”. ASC 280 does not provide further guidance on evaluating whether a group of products or
      services is similar for disclosure purposes. The Company believes that an entity may look to the aggregation criteria in ASC 280-10-50-11 to determine whether groups of products or services are similar. The Company also considers the revenue
      disaggregation guidance in ASC 606-10-55-90 in determining what qualitative and quantitative information should be disclosed so that financial statement users can understand the nature, amount, timing, and uncertainty of revenue and cash flows
      generated from its contracts with customers.

    The Company operates a cloud-based visual Work Operating System (“the monday.com Platform”) that consists of modular
      building blocks that can be easily used and assembled to create software applications and work management tools and serves as a connective layer to integrate with various digital tools across an organization. The Company’s product suite is built on
      top of the monday.com Platform. Each product adds a thin, specialized layer on top of the shared infrastructure, enabling deep functionality with minimal complexity to a specific business need, empowering customers to run the core of their work on
      monday.com. As of December 31, 2024, the Company had the following products: Work management, CRM, Dev, and Service (introduced in mid-2024).

    In considering the disclosure requirements of ASC 280-10-50-40, the Company concluded that its products are operationally
      and economically similar in terms of the nature of the products, the production process, how they are sold and distributed, the type and class of customers, and the applicable regulatory requirements, as further detailed below:

          ●

            All the Company’s products share the same monday.com Platform and can be used simultaneously by different teams in the same organization. While the Company sells its products to customers of different sizes and
              those customers operate in many different sectors, the Company’s key growth opportunity is selling up-market to enterprise customers, where the Company generally sells at least two or more of its products to the same customer,

          ●

             The products are sold and recognized over the same time periods (most of the Company’s contracts are annual subscriptions or to a lesser extent, multi-year contracts, all of which are recognized over time in the
              same pattern), and have similar terms and conditions,

      5

          ●

            The Company’s organizational structure and processes, including sales, customer support and research and development functions are structured to serve the entire organization and the moday.com Platform rather than
              a specific product,

          ●

            There are no specific regulatory requirements per product.

    Based on the Company’s analysis, including the factors described above, the Company concluded that all of its products are
      sufficiently similar such that additional disclosure is not required by ASC 280-10-5

CORRESP
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                  555 Eleventh Street, N.W., Suite 1000

                  Washington, D.C.  20004-1304

                  Tel: +1.202.637.2200  Fax: +1.202.637.2201

                  www.lw.com

                  FIRM / AFFILIATE OFFICES

                  Austin

                  Milan

                  Beijing

                  Munich

                  Boston

                  New York

                  Brussels

                  Orange County

                  Chicago

                  Paris

                  Dubai

                  Riyadh

                  Düsseldorf

                  San Diego

                  Frankfurt

                  San Francisco

                  Hamburg

                  Seoul

                  Hong Kong

                  Silicon Valley

                  Houston

                  Singapore

                  London

                  Tel Aviv

                  Los Angeles

                  Tokyo

                  Madrid

                  Washington, D.C.

      September 24, 2025

      Via EDGAR Transmission

      Division of Corporation Finance

      Office of Technology

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549

      Attention: Robert Littlepage

            Re:

              monday.com Ltd.

            Form 20-F for the Year Ended December 31, 2024

            File No. 001-40461

      Dear Mr. Littlepage:

      On behalf of our client, monday.com Ltd. (the “Company”), this letter confirms my telephone conversation with you on September 24, 2025 regarding the Company’s
        request for an extension of time to respond to the comment letter dated September 11, 2025 from the Staff of the Division of Corporation Finance, Office of Technology.

      As discussed, the Company requires additional time to prepare its response and currently expects to respond on or about October 9, 2025.

      Please contact me at (202) 637-2324 if you have any questions regarding this matter.

              Sincerely,

              /s/ Jonathan A. Drory

              Jonathan A. Drory

              of LATHAM & WATKINS LLP

            cc:

              Lisa Etheredge, Securities and Exchange Commission

                Eliran Glazer, monday.com Ltd.

September 11, 2025
Eliran Glazer
Chief Financial Officer
monday.com Ltd.
6 Yitzhak Sadeh Street
Tel Aviv, 6777506 Israel
Re:monday.com Ltd.
Form 20-F for the Year Ended December 31, 2024
File No. 001-40461
Dear Eliran Glazer:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Year Ended December 31, 2024
Operating Results
Comparison of the Years Ended December 31, 2024 and 2023, page 60
1.Please revise to provide a more substantive analysis of the reasons for changes in
revenue during the periods presented. Your discussion should address the impact of
changes in pricing, new or expanded product lines, and to the extent possible, quantify
increases driven by existing customers separate from increases attributable to new
customers. We note, for example, that the Q4 2024 and Q2 2025 shareholder letters
provided on your website include metrics about customer growth associated with your
CRM, service and dev products that provide additional insights not addressed in
MD&A. Similarly, in your February 10, 2025 earnings call, management
quantified the impact of pricing on 2024 results and provided an estimate of expected
future pricing impacts but neither are included in your MD&A for the year ended
December 31, 2024. Refer to Item 303 of Regulation S-K.

September 11, 2025
Page 2
Liquidity and Capital Resources, page 64
2.We note that you have a significant amount of cash on hand as of December 31, 2024.
Please revise to provide a more substantive discussion of your material cash
requirements from known and other obligations both in the short-term and separately
in the long-term (beyond the next 12 months). As part of this analysis, identify any
known trends, demands, commitments, events or uncertainties that are reasonably
likely to materially impact your liquidity and capital resources. For example, we note
from your Q4 2024 investor presentation that your future plans include an expansion
of your core work product lines. Additionally, in your August 11, 2025 earnings call,
management discussed investing in mondayDB. Your revised disclosures should
address the timeline and expected cost of any known or anticipated investments along
with the anticipated impact on your capital resources and liquidity.
Consolidated Financial Statements
Note 16. Segment Reporting, page F-48
3.We note your disclosure indicating that you manage your business on the basis of one
reportable segment and unit. Based upon comments made by management during your
February 10, 2025 earnings call, it appears that discrete financial information below
the consolidated level is both available to and reviewed by management. Please tell us
how you considered ASC 280-10-50 in determining your operating and reportable
segments. To the extent that you have aggregated multiple operating segments into a
single reportable segment, please also tell us your basis for doing so.
4.Please refer to ASC 280-10-50-40 and tell us how you considered disclosing revenues
from external customers for each of your four main products: work management,
CRM, dev and service. We note a recent announcement in your Q2 2025 shareholder
letter that the CRM product reached $100 million in ARR. As such, it appears that
there is sufficient financial information available to report revenues from external
customers by product.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at 202-551-3361
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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monday.com Ltd.

52 Menachem Begin Rd.

Tel Aviv-Yafo 6713701, Israel

June 7, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Lisa Etheredge, Robert Littlepage,
Mitchell Austin, Jan Woo

 Re: monday.com Ltd.

    Registration Statement on Form F-1 (File No. 333- 256182)

Ladies and Gentlemen:

In
accordance with Rule 461 of under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the Registration Statement on Form F-1, as amended (File No. 333-256182) (the “Registration Statement”)
of monday.com Ltd. (the “Company”). We respectfully request that the Registration Statement become effective
as of 4:00 p.m., Eastern Time, on Wednesday, June 9, 2021, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling John
Slater at (212) 906-1675.

We understand that the staff of the Securities
and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal
securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding
the foregoing, please contact John Slater of Latham & Watkins LLP at the number set forth above.

Thank you for your assistance
in this matter.

[signature page follows]

June 7, 2021

 Page 2

    Very truly yours,

    monday.com Ltd.

    By:
    /s/ Eliran Glazer

    Name: Eliran Glazer

    Title: Chief Financial Officer

cc: (via
                                            email)

  Roy Mann, Co-Chief Executive Officer, monday.com Ltd.

  Eran Zinmann, Co-Chief Executive Officer, monday.com Ltd.

  Eliran Glazer, Chief Financial Officer, monday.com Ltd.

  Shiran Nawi, General Counsel, monday.com Ltd.

  Marc D. Jaffe, Esq., Latham & Watkins LLP

  Ian D. Schuman, Esq., Latham & Watkins LLP

CORRESP
1
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June 7, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Lisa Etheredge, Robert Littlepage, Mitchell Austin, Jan
Woo

 Re: monday.com Ltd.

    Registration Statement on Form F-1 (File No. 333-256182)

Ladies and Gentlemen:

In connection with the above-captioned Registration
Statement and offering, we, the representatives of the underwriters (the “Representatives”), wish to advise
you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, the underwriters have
distributed approximately 3,988 copies of the Preliminary Prospectus, dated June 1, 2021, from June 1, 2021 through the date hereof,
to underwriters, dealers, institutions and others.

We, the undersigned Representatives, have been
informed by the participating underwriters that they 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 Wednesday, June 9, 2021, or at such later time as the registrant or its counsel may orally
request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

[signature page follows]

    Very truly yours,

    Goldman Sachs & Co. LLC

    J.P. Morgan Securities LLC

    As Representatives of the Several Underwriters

    GOLDMAN SACHS & cO. llc

    By:
    /s/ William Connolly

    Name:
    William Connolly

    Title:
    Managing Director

    j.p. morgan securities llc

    By:
    /s/ Lucy Wang

    Name:
    Lucy Wang

    Title:
    Managing Director

CORRESP
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    June 4, 2021

    VIA EDGAR AND OVERNIGHT DELIVERY

    53rd at Third

    885 Third Avenue

    New York, New York 10022-4834

    Tel: +1.212.906.1200 Fax: +1.212.751.4864

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lisa Etheredge, Robert Littlepage Mitchell Austin, Jan Woo

 Re: monday.com Ltd.

Amendment No. 2 to Registration Statement on Form F-1

Filed June 1, 2021

CIK No. 0001845338

Ladies and Gentlemen:

On behalf of our client, monday.com Ltd., a limited
company incorporated under the laws of the State of Israel (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated
thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”)
a complete copy of our Amendment No. 3 to Registration Statement on Form F-1 (the “Registration Statement”).

The Registration Statement reflects certain revisions
to the latest amendment to the Amendment No. 2 to the Registration Statement on Form F-1 in response to the comment letter from the Staff of the Commission (the “Staff”)
to Roy Mann, the Company’s Co-Chief Executive Officer, dated June 3, 2021. The responses provided herein are based on information
provided to Latham & Watkins LLP by the Company.

The numbered paragraphs in italics below set forth
the Staff’s comments together with the response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned
to them in the Registration Statement.

June 4, 2021

Page 2

Summary, page 1

1. Please revise your prospectus summary to disclose that your executive officers, directors and principal shareholders will continue
to have significant control over the company after this offering. Highlight the beneficial ownership percentage of this group, as well
as the beneficial ownership percentage of Insight Partners.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 13 to disclose the beneficial
ownership percentage of the Company’s executive officers, directors and principal shareholders, as well as the beneficial ownership
percentage of Insight Partners.

Dilution, page 69

2. Please disclose your historical net tangible book value (deficit) as of March 31, 2021 and how you considered redeemable convertible
preferred shares as part of that calculation. Please also revise to clarify how you calculated historical net tangible book value (deficit)
per ordinary share as of March 31, 2021.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 69 to disclose the Company’s
historical net tangible book value (deficit) as of March 31, 2021 and how the Company considered redeemable convertible preferred shares
as part of that calculation. In addition, the Company revised the disclosure to clarify how the Company calculated historical net tangible
book value (deficit) per ordinary share as of March 31, 2021.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Enterprise Customers, page 73

3. You disclose here and elsewhere that your ARR from enterprise customers grew by 297% from 2019 to 2020 and 261% in the three months
ended March 31, 2021 compared to the same period in 2020. For all periods presented, please disclose the actual amounts of ARR from all
customers, ARR from enterprise customers, and ARR from customers with more than 10 users.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 73 to disclose the actual
amounts of ARR from all customers, ARR from enterprise customers, and ARR from customers with more than 10 users.

June 4, 2021

Page 3

Consolidated Financial Statements

Note 11: Shareholders' Equity, page F-25

4. We note the anticipated price range for your offering as provided in your correspondence dated May 24, 2021. Please provide us
with a breakdown of the details of all stock-based compensation awards granted during 2020 and through the current date, including the
fair value of the underlying stock used to value such awards. To the extent there were any significant fluctuations in the fair values,
please describe for us the factors that contributed to such fluctuations, including any intervening events within the company or changes
in your valuation assumptions or methodology.

Response:

In response to the Staff’s comment, the
Company respectfully advises the Staff that the following table presents the grant dates and related exercise prices of options granted
to employees, non-employee directors and consultants during 2020 and 2021:

June 4, 2021

Page 4

Determination of Ordinary Shares Fair Value
for Equity Related Awards Issuances

    Date of Grant

    Number of

    Ordinary

    Shares

    underlying

    Options

    Granted

    Exercise Price of

    Options Granted

    per Ordinary

    Share (1)

    Estimated Fair Value

    per Ordinary Share

    on Grant Date

    March 9, 2020
    523,071
    $2.9-$25.63
    $31.92

    March 17, 2020
    3,516
    $7.69
    $31.92

    May 31, 2020
    345,109
    $2.9-31.92
    $39.40

    July 31, 2020
    468,376
    $4.79-31.92
    $46.89

    September 14, 2020
    133,029
    $2.9-31.92
    $54.37

    September 22, 2020
    61,279
    $2.9-$4.79
    $54.37

    November 6, 2020
    55,094
    $2.9-54.37
    $58.34

    December 28, 2020
    486,657
    $ -
    $62.52

    February 14, 2021
    1,221,098
    $2.90-$62.52
    $81.27

    February 17, 2021
    125,092
    $9.38
    $82.19

    February 28, 2021
    6,639
    $9.38
    $85.57

    May 05, 2021
    191,100
    $90.18
    (2)

    (1)
    Price range reflects variance in exercise prices for options granted to employees based in Israel and employees based in the United States. Pursuant to Israeli law, options may be granted to employees with an exercise price per share below fair value; provided, however, that the compensation charge taken by the grantor of the options be the fair value per share of such grants.

    (2)
    At this time, the fair value per share of ordinary shares as of May 5, 2021 for financial reporting purposes has not been determined.

The fair value of the Company’s ordinary
shares underlying the Company’s options had been determined at each grant date by the Company’s Board of Directors (“Board”),
taking into account third-party valuations reports (“Valuation Reports”) and inputs from management. Given the
lack of observable daily share prices, and in accordance with the American Institute of Certified Public Accountants’ Accounting
and Valuation Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation (the “AICPA
Practice Aid”), management and the Board exercised reasonable judgment and considered numerous objective and subjective
factors to determine the best estimate of the fair value of the Company’s ordinary shares at each grant date, including but not
limited to:

 · third-party valuations and secondary sales of the Company’s ordinary shares;

 · the rights, preferences and privileges of the Company’s convertible preferred shares relative to
those of its ordinary shares;

 · lack of marketability of the Company’s ordinary shares;

June 4, 2021

Page 5

 · current business conditions and projections;

 · the Company’s actual operating and financial performance;

 · the hiring of key personnel;

 · the public trading prices of comparable companies; and

 · the likelihood of an initial public offering (“IPO”), sale or private company scenarios.

Valuation Methodology

In
valuing the fair value of the Company’s ordinary shares, absent an arm’s-length current or recent financing round, the enterprise
pricewas determined using a combination of the income approach and market approach. The income approach estimates value based on the expectation
of future cash flows that the Company will generate. These future cash flows are discounted to their present values using a discount rate
based on the capital rates of return for comparable publicly traded companies and are adjusted to reflect the risks inherent in the Company’s
cash flows relative to those inherent in the comparable companies utilized in the discount rate calculation. The market approach applied
was the Guideline Public Company Method (“GPCM”), which estimates value based on a comparison of the Company
to comparable public companies in a similar line of business. From the comparable companies, a representative market multiple is determined
and then applied to the Company’s financial results to estimate the value of the Company. In deriving the enterprise value, a weighting
was used for each of the income approach and market approach. The resulting enterprise value was then allocated to each share class using
an Option Pricing Model (“OPM”). The OPM allocates the overall company value to the various share classes based
on differences in liquidation preferences, participation rights, dividend policy, and conversion rights, using a series of call options.
The call option is valued using a Black-Scholes option pricing model. The OPM is appropriate to use when the range of possible future
outcomes is difficult to predict. Beginning March 2021, the Company utilized the hybrid method, which is a hybrid between the probability-weighted
expected return method (“PWERM”) and the OPM, estimating the probability-weighted value across multiple scenarios
along with the OPM to allocate value among the various share classes for certain scenarios.  The PWERM is typically used when the
range of possible future outcomes and liquidity events for an enterprise has narrowed, giving the enterprise a higher degree of confidence
in the achievement of a particular outcome. As such, the PWERM can give more weight to the likely liquidity scenarios as compared to the
normative distribution of the outcomes in the OPM.

Under PWERM, the value of a company’s ordinary
share is estimated based upon an analysis of future values for the entire enterprise assuming various outcomes. For each of the various
scenarios, an enterprise value is estimated and the rights and preferences for each class of shareholders are considered to allocate the
enterprise value to ordinary shares. The ordinary share value is then multiplied by a discount factor reflecting the calculated discount
rate and the timing of the event. The resulting ordinary share value is then multiplied by an estimated probability for each scenario.
The probability and timing of each scenario are based on discussions between the Board and management.

June 4, 2021

Page 6

The
Company considered that, in the event of an IPO, its preferred shares would convert into ordinary shares on a one-to-one basis and, accordingly,
would receive the same amount of proceeds per share as ordinary shares. In the case of a sale or liquidation of the Company, the preferred
shares would receive the higher of their liquidation preferences and allocation of an amount per share as would have been payable
had all shares been converted into ordinary shares immediately prior to liquidation on a pro rata basis. Accordingly, the Company
determined the fair value of its ordinary shares under three scenarios (IPO, sale and private company) and then applied a weighted average
of these values based on their relative probabilities in order to calculate the final per share value.

In determining the estimated fair value of the
Company’s ordinary shares as of each grant date, and after determining the fair value of the ordinary shares on a minority, marketable
basis, the Board also considered that the Company’s shares are not freely tradable in the public markets. Therefore, the estimated
fair value of the Company’s ordinary shares at each grant date reflects a discount for lack of marketability (“DLOM”)
partially based on the anticipated likelihood and timing of a future liquidity event as well as a function of the Company’s estimated
volatility, derived primarily using the volatility of comparable publicly traded companies.

In addition, the Company also considered any secondary
transactions involving its shares. In the Company’s evaluation of those transactions, the Company considered the facts and circumstances
of each transaction to determine the extent to which they represented a fair value exchange. Factors considered include transaction volume,
proximity to other transactions, as well as the valuation date, frequency of similar transactions, whether the transactions occurred between
willing and unrelated parties, and whether the transactions involved parties with sufficient access to the Company’s financial information
from which to make an informed decision on price.

For financial reporting purposes, and as further
described below, the Company retrospectively assessed the fair value used for computing share-based compensation and considered the amount
of time between the valuation date and the grant date to determine whether to use the latest ordinary share valuation determined pursuant
to the methods described above or a straight-line methodology to interpolate the estimated fair value between two valuation dates. The
Company determined that the straight-line methodology would provide the most reasonable basis for the valuation of the ordinary share
on these interim dates between valuations because there was no single event that occurred during these periods that resulted in the increase
in fair value but rather continued progress consistent with the Company’s financial targets, as well as the Company’s progress
toward a liquidity event.

In establishing the exercise price of the equity
awards granted on each grant date, the Board considered the most recent Valuation Report available to the Board at such time, which reflected
a valuation of the underlying ordinary share. As described above, this differs from the reassessed estimated fair value for financial
reporting purposes, as such reassessed estimated fair value incorporated information related to comparable publicly traded companies that
was obtained during the underwriter process and was not available at the time of the grant.

June 4, 2021

Page 7

Summary of Valuations

March 2020
Valuation

The Company’s management and Board determined
that the fair value of its ordinary shares as of March 9, 2020 and March 17, 2020 was $31.92 (the “March 2020
Valuation”) per share after considering a number of objective and subjective factors consistent with the AICPA Practice
Aid, including a third-party valuation. The enterprise value was determined by applying a weighting between the income approach (50%)
using a discount rate of 23%, and the GPCM approach (50%), following which the OPM was applied to allocate the enterprise value of the
Company to the various classes and series of the Company’s share capital, including the Company’s ordinary shares. The value
per ordinary share was determined by applying a weighting of IPO scenario (20%) resulting in a share price of $38.58, sale scenario (45%)
resulting in a share price of $37.67 and private company scenario (35%) resulting in a share price of $36.97, and the March 31,2021
Valuation further applied 18%, 18% and 26% discounts in the IPO, sale and private company scenarios, respectively, to reflect that the
value of the ordinary shares was on

United States securities and exchange commission logo
June 3, 2021
Roy Mann
Co-Founder and Co-Chief Executive Officer
monday.com Ltd.
52 Menachem Begin Rd.
Tel Aviv-Yafo 6713701, Israel
Re:monday.com Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 1, 2021
File No. 333-256182
Dear Mr. Mann:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 5, 2021 letter.
Amendment No. 2 to Form F-1 filed June 1, 2021
Summary, page 1
1.Please revise your prospectus summary to disclose that your executive officers, directors
and principal shareholders will continue to have significant control over the company after
this offering.  Highlight the beneficial ownership percentage of this group, as well as the
beneficial ownership percentage of Insight Partners.

 FirstName LastNameRoy Mann
 Comapany Namemonday.com Ltd.
 June 3, 2021 Page 2
 FirstName LastName
Roy Mann
monday.com Ltd.
June 3, 2021
Page 2
Dilution, page 69
2.Please disclose your historical net tangible book value (deficit) as of March 31, 2021
and how you considered redeemable convertible preferred shares as part of that
calculation.  Please also revise to clarify how you calculated historical net tangible book
value (deficit) per ordinary share as of March 31, 2021.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Enterprise Customers, page 73
3.You disclose here and elsewhere that your ARR from enterprise customers grew by 297%
from 2019 to 2020 and 261% in the three months ended March 31, 2021 compared to the
same period in 2020.  For all periods presented, please disclose the actual amounts of
ARR from all customers, ARR from enterprise customers, and ARR from customers with
more than 10 users.
Consolidated Financial Statements
Note 11: Shareholders' Equity, page F-25
4.We note the anticipated price range for your offering as provided in your correspondence
dated May 24, 2021.  Please provide us with a breakdown of the details of all stock-based
compensation awards granted during 2020 and through the current date, including the fair
value of the underlying stock used to value such awards. To the extent there were any
significant fluctuations in the fair values, please describe for us the factors that contributed
to such fluctuations, including any intervening events within the company or changes in
your valuation assumptions or methodology.
            You may contact Lisa Etheredge, Senior 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 Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John Slater, Esq.

CORRESP
1
filename1.htm

  1271 Avenue of the Americas

                         New York, New York 10020-1401

                         Tel: +1.212.906.1200 Fax: +1.212.751.4864

                         www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

May 24, 2021

VIA EDGAR AND HAND DELIVERY

MONDAY.COM LTD. HAS REQUESTED CONFIDENTIAL TREATMENT OF THE REDACTED
PORTIONS OF THIS LETTER, WHICH WERE REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR, UNDER RULE
83 OF THE SEC’S RULES OF PRACTICE, AND THE COMPANY DELIVERED A COMPLETE UNREDACTED COPY OF THE LETTER TO ITS EXAMINER AT THE DIVISION
OF CORPORATION FINANCE.

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:             Lisa Etheredge

Robert Littlepage

Mitchell Austin

Jan Woo

 Re: monday.com Ltd.

Registration Statement on Form F-1 (File No.: 333--256182)

Ladies and Gentlemen:

On behalf of monday.com Ltd. (the “Company”),
we hereby submit the proposed bona fide price range pursuant to Item 501(b)(3) of Regulation S-K for its initial public offering (the
 “IPO”). The Company intends to include this price range in a subsequent amendment to the Company’s Registration
Statement on Form F-1 (File No. 333-256182) (the “Registration Statement”). The provided terms are a bona fide estimate
of the range of the minimum and maximum offering price per share based on current market information. Should the bona fide estimates of
these terms change, the figures presented in a subsequent amendment to the Registration Statement may increase, decrease or narrow accordingly.

The Company expects to have a price range of $[***]
to $[***] per share for the IPO. Based on the midpoint of the price range set forth above, it is currently anticipated that the Company
will sell shares with an aggregate value of approximately $[***] ($[***] inclusive of the 15% over-allotment).

    May 24, 2021

    Page 2

The Company seeks confirmation from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) Division of Corporation
Finance that it may launch its IPO with the price range specified herein and include such price range in a subsequent amendment to the
Registration Statement, to be filed with the Commission on or about [***], 2021.

Because of the commercially sensitive nature of
the information contained herein, the Company has also submitted a request for confidential treatment of selected portions of this letter.
The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential
treatment request, pursuant to Rule 83 of the Commissions’ Rules on Information and Requests, 17 C.F.R. § 200.83.

* * * * * *

Please advise us
if we can provide any further information to facilitate your review. Please direct any questions or comments regarding this letter to
Joshua G. Kiernan at +44.20.7710.5820.

  Very truly yours,

  /s/ Joshua G. Kiernan

  Joshua G. Kiernan

  of LATHAM & WATKINS LLP

cc:          (via email)

Roy Mann, Co-Chief Executive Officer,
monday.com Ltd.

Eran Zinmann, Co-Chief Executive Officer, monday.com Ltd.

Eliran Glazer, Chief Financial Officer, monday.com Ltd.

Shiran Nawi, General Counsel, monday.com Ltd.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Ian D. Schuman, Esq., Latham & Watkins LLP

Yossi Vebman, Esq., Skadden,
Arps, Slate, Meagher & Flom LLP

Ryan J. Dzierniejko, Esq.,
Skadden, Arps, Slate, Meagher & Flom LLP

    2

CORRESP
1
filename1.htm

53rd at Third

885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200 Fax:+1.212.751.4864

www.lw.com

 FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    May  17, 2021
    Dubai
    Riyadh

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lisa Etheredge, Robert Littlepage Mitchell Austin,
Jan Woo

 Re: monday.com
                                            Ltd.

                                            Amendment No. 1 to Draft Registration Statement on Form F-1

                                            Submitted April 21, 2021

                                            CIK No. 0001845338

Ladies and Gentlemen:

On behalf of our client, monday.com Ltd., a limited
company incorporated under the laws of the State of Israel (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated
thereunder, please find enclosed for submission with the Securities and Exchange Commission (the “Commission”)
a complete copy of our Registration Statement on Form F-1 (the “Registration Statement”), which was initially
submitted to the Commission on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act
on March 11, 2021, as amended pursuant to Amendment No. 1 to the Draft Registration Statement submitted on April 21, 2021
(the “Draft Submission”).

The Registration Statement reflects certain revisions
to the latest amendment to the Draft Submission in response to the comment letter from the Staff of the Commission (the “Staff”)
to Roy Mann, the Company’s Co-Chief Executive Officer, dated May 5, 2021. The responses provided herein are based on information
provided to Latham & Watkins LLP by the Company.

The numbered paragraphs in italics below set forth
the Staff’s comments together with the response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned
to them in the Registration Statement.

    May 17, 2021

    Page 2

Summary, page 1

 1. You identify certain customers on page 2 and elsewhere.
                                            Please revise to clarify the significance of these customers to the company and the criteria
                                            used to select these customers for use in your prospectus. Clarify whether they are enterprise
                                            customers on your platform from which you separately generate more than $50,000 in ARR.

Response:

The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 2 and 95 to clarify the significance of the customers presented in the disclosure
to the Company and the criteria used to select such customers for use in the Registration Statement. The Company has also revised the
disclosure to clarify that the customers selected include both enterprise and non-enterprise customers and all are customers with more
than 10 users and, therefore, representative of the core focus of the Company’s sales and marketing efforts.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Key Milestones that Transformed Our Business, page 66

 2. Your
                                            chart shows the growth of revenue from 2014 through 2020. To provide balanced context, please
                                            include the net income/losses for all years presented in the chart.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page  70 to include net losses
for the years ended December 31, 2018, 2019 and 2020, which are the years the Company has historical audited financial
statements.

Description of Share Capital and Articles of Association, page 133

 3. We
                                            note that each of your two co-founders will hold a single founder share that, if voted together,
                                            will give your co-founders certain veto rights, including the ability to veto certain transactions
                                            whereby 25% of your outstanding share capital will be purchased or substantially all of your
                                            assets will be sold. Please tell us whether you received an opinion of counsel as to the
                                            legality of a class of shares with these rights under Israeli corporate law. Additionally,
                                            please revise the Acquisitions under Israeli Law and Anti-Takeover Measures sections to discuss
                                            the effects and implications of the founder shares' veto rights.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 161 to revise the Acquisitions
under Israeli Law and Anti-Takeover Measures sections of the Registration Statement to discuss the effects and implications
of the founder share’s veto rights.

    2

    May 17, 2021

    Page 3

The Company respectfully acknowledges the Staff’s
comment and respectfully advises the Staff that it has relied on its corporate counsel, Meitar | Law Offices (“Meitar”),
one of Israel’s largest law firms, in establishing the legality of its founder share pursuant to Israeli law. While the Company
has not received an opinion of counsel, Meitar played an instrumental role in assisting the Company with the structuring of the founder
share, the drafting of the Company’s articles of incorporation and the narrative disclosure included in the Registration Statement
regarding the founder share. Accordingly, the Company does not believe the contemplated capital structure involves the degree of legal
uncertainty that would necessitate a legal opinion from counsel.

*         *         *         *         *

    3

    May 17, 2021

    Page 4

Please do not hesitate to contact me at +44.20.7710.5820
with any questions or further comments you may have regarding this submission or if you wish to discuss the above.

    Sincerely,

    /s/ Joshua G. Kiernan

    Joshua G. Kiernan

    of LATHAM & WATKINS
    LLP

Enclosures

    cc:
    (via
e-mail)

Roy Mann, Co-Chief Executive Officer, monday.com Ltd.

Eran Zinmann, Co-Chief Executive Officer, monday.com Ltd.

Eliran Glazer, Chief Financial Officer, monday.com Ltd.

Shiran Nawi, General Counsel, monday.com Ltd.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Ian D. Schuman, Esq., Latham & Watkins LLP

    4

United States securities and exchange commission logo
May 5, 2021
Roy Mann
Co-Founder and Co-Chief Executive Officer
monday.com Ltd.
52 Menachem Begin Rd.
Tel Aviv-Yafo 6713701, Israel
Re:monday.com Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 21, 2021
CIK No. 0001845338
Dear Mr. Mann:
            We have reviewed your amended 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.
Amendment No. 1 to DRS on Form F-1 submitted April 21, 2021
Summary, page 1
1.You identify certain customers on page 2 and elsewhere.  Please revise to clarify the
significance of these customers to the company and the criteria used to select these
customers for use in your prospectus.  Clarify whether they are enterprise customers on
your platform from which you separately generate more than $50,000 in ARR.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Milestones that Transformed Our Business, page 66
2.Your chart shows the growth of revenue from 2014 through 2020.  To provide
balanced context, please include the net income/losses for all years presented in the chart.

 FirstName LastNameRoy Mann
 Comapany Namemonday.com Ltd.
 May 5, 2021 Page 2
 FirstName LastName
Roy Mann
monday.com Ltd.
May 5, 2021
Page 2
Description of Share Capital and Articles of Association, page 133
3.We note that each of your two co-founders will hold a single founder share that, if voted
together, will give your co-founders certain veto rights, including the ability to veto
certain transactions whereby 25% of your outstanding share capital will be purchased or
substantially all of your assets will be sold.  Please tell us whether you received an opinion
of counsel as to the legality of a class of shares with these rights under Israeli corporate
law.  Additionally, please revise the Acquisitions under Israeli Law and Anti-Takeover
Measures sections to discuss the effects and implications of the founder shares' veto
rights.
            You may contact Lisa Etheredge, Senior 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 Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Kiernan, Esq.

United States securities and exchange commission logo
April 7, 2021
Roy Mann
Co-Founder and Co-Chief Executive Officer
monday.com Ltd.
52 Menachem Begin Rd.
Tel Aviv-Yafo 6713701, Israel
Re:monday.com Ltd.
Draft Registration Statement on Form F-1
Submitted March 11, 2021
CIK No. 0001845338
Dear Mr. Mann:
            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 submitted March 11, 2021
Summary
Overview, page 1
1.We note your disclosure of negative adjusted free cash flow on page 2.  Please revise to
identify this figure as a non-GAAP measure, present it with equal or greater prominence
to the most directly comparable GAAP financial measure, and cross reference to your
non-GAAP reconciliation located elsewhere in your filing.  Please refer to Item
10(e)(1)(i)(A) of Regulation S-K.
2.You state that you serve more than 110,000 customers across over 200 industries in 190
countries.  Please revise to disclose an "as of" date for this and other similar statements.

 FirstName LastNameRoy Mann
 Comapany Namemonday.com Ltd.
 April 7, 2021 Page 2
 FirstName LastNameRoy Mann
monday.com Ltd.
April 7, 2021
Page 2
Risk Factors
We derive, and expect to continue to derive, substantially all of our revenue from a single
product, page 16
3.You disclose that you derive, and expect to continue to derive, substantially all of your
revenue from a single product, Work OS.  Please revise here to disclose the percentage of
revenue this product has accounted for in each period presented in your financial
statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
62
4.We note that your prospectus includes general disclosures about COVID-19 and its
impact.  Please revise here or elsewhere to disclose the specific impacts, both positive and
negative, that COVID-19 has had on your operations and relevant metrics, including a
description of any known trends and uncertainties that have had, or that you reasonably
expect will have, a material impact on revenue or results of operations.  Refer to CF
Disclosure Guidance: Topic No. 9A for additional guidance.
Our Business Model
Our Customers, page 65
5.You disclose that you had "more than 110,000 customers" as of December 31, 2020, an
increase of more than 30% from December 31, 2019.  Please revise to disclose the specific
number of customers in 2019 and 2020.
6.You state that the chart on page 66 reflects the growth over time of work actions per
customer, for customers with more than 10 users on our platform.  We also note that the y-
axis of the chart is labeled as "work actions per user."  Please revise to clarify whether the
chart depicts work actions per customer or work actions per user.
7.On pages 66 and 68, you discuss enterprise customers and also state as of December 31,
2019 and 2020, your customers with more than 10 users represented 52% and 61% of
your annual recurring revenue, respectively.  Please revise to clarify whether these
customers with more than 10 users all meet your definition of enterprise customer.  If this
group of customers with more than 10 users includes non-enterprise customers as well,
please revise to also disclose the percentage of your annual recurring revenue represented
by your enterprise customers.
Key Factors Affecting Our Performance, page 67
8.On page 68, you state that your Net Dollar Retention Rate for customers with more than
10 users was over 115% in the last five quarters ending December 31, 2020.  Please revise
to provide your actual Net Dollar Retention Rate for each of these quarters.  Additionally,
we note that your Net Dollar Retention Rate for all of our customers for the quarter ended
December 31, 2020 was 105%.  Please revise to also disclose your Net Dollar Retention

 FirstName LastNameRoy Mann
 Comapany Namemonday.com Ltd.
 April 7, 2021 Page 3
 FirstName LastNameRoy Mann
monday.com Ltd.
April 7, 2021
Page 3
Rate for all customers for each quarter for which you provide this metric for customers
with more than 10 users.
Non-GAAP Financial Measures, page 70
9.We note your discussion on page 71 regarding the impact of fluctuations in foreign
currency exchange rates on your free cash flow.  Please revise to clarify if you are
referring to the impact on free cash flow (which is not presented) or adjusted free cash
flow.  Please also revise to highlight and focus on GAAP Results of Operations first in
your MD&A to provide the GAAP discussion with greater prominence than your
discussion of non-GAAP measures.
10.As a related matter, we note from your disclosure on page 23 that approximately 17% of
your expenses in 2020 were denominated in New Israeli Shekels (NIS).  Please revise to
ensure that your GAAP discussion of liquidity and results of operations also addresses the
impacts of fluctuations in foreign currency exchange rates.
Business
Our Growing Ecosystem, page 84
11.We note that you recently extended your platform to third-party developers through a low-
code framework and apps marketplace.  Please tell us about any contractual arrangements
you have with third-party developers, including any compensation or revenue sharing
arrangements for items created by third party developers that are offered in your apps
marketplace.  Please revise your disclosures accordingly.
Principal Shareholders, page 118
12.Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by Insight Venture Partners, SG Growth
Partners, and Sonnipe Limited.
Description of Share Capital and Articles of Association
Exclusive Forum, page 130
13.You state here that your amended and restated articles of association will provide that the
U.S. District Court for the Southern District of New York shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act
and/or Exchange Act.  In the risk factor on page 46, you state that your amended and
restated articles of association will provide that the U.S. federal district courts shall be the
sole and exclusive forum for any claim asserting a cause of action arising under the
Securities Act and also note that the provision does "not apply to suits brought to enforce
a duty or liability created by the Exchange Act or any other claim for which the U.S.
federal courts have exclusive jurisdiction."  Please revise to:

•clarify whether this exclusive forum provision applies to both Securities Act and

 FirstName LastNameRoy Mann
 Comapany Namemonday.com Ltd.
 April 7, 2021 Page 4
 FirstName LastName
Roy Mann
monday.com Ltd.
April 7, 2021
Page 4
Exchange Act claims, or whether it only applies to Securities Act claims;

•clarify whether exclusive forum is any U.S. federal district court or specifically the
U.S. District Court for the Southern District of New York; and

•state that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder.
Audited Consolidated Financial Statements
Note 6: Revolving Credit Facility, page F-18
14.Please revise to explain in greater detail how monthly recurring revenues and minimum
liquidity balances are defined for purposes of your financial covenants.  Additionally, we
note that your total unutilized credit facility was $59 million as of December 31, 2020.
Please revise to clarify if that total amount was available for borrowings or if availability
was reduced as of December 31, 2020 based upon the Company's MRR and other
covenants.
Note 16: Subsequent Events, page F-29
15.Please review your disclosure regarding the board's February 2020 approval of options to
purchase 1,355,279 ordinary shares and revise to correct any typos as necessary.  Please
also provide us with a breakdown of all stock-based compensation awards granted to date
during 2021, including the fair value of the underlying stock used to value such awards.
To the extent there were any significant fluctuations in the fair values, please describe for
us the factors that contributed to such fluctuations, including any intervening events
within the company or changes in your valuation assumptions or methodology.
Exhibits
16.We note that you have a credit facility with Bank Leumi le Israel B.M.  Please file the
related loan and security agreement as an exhibit.
General
17.Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

 FirstName LastNameRoy Mann
 Comapany Namemonday.com Ltd.
 April 7, 2021 Page 5
 FirstName LastName
Roy Mann
monday.com Ltd.
April 7, 2021
Page 5
            You may contact Lisa Etheredge, Senior 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 Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua Kiernan, Esq.