SecProbe.io

CORRESP
 1
 filename1.htm

 May 22, 2025

 VIA EDGAR

 Mr. Shane Callaghan

 United States Securities and Exchange Commission
 Division of Corporate Finance, Office of Mergers & Acquisitions
 100 F Street, NE
 Washington, D.C. 20549

 Re: Nexxen International Ltd.
        Schedule TO-I/A filed May 13, 2025
        File No. 005-92626

 Dear Mr. Callaghan:

 Nexxen International Ltd. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange
 Commission (the “Commission”), dated May 15, 2025, relating to the aforementioned Schedule TO-I/A. For reference purposes, the text of your letter dated May 15, 2025, has been reproduced herein (in bold), with the Company’s response below the
 numbered comment.

 In addition, the Company has revised the Schedule TO-I in response to the Staff’s comments and is concurrently filing Amendment No. 3 (the “Amended Schedule TO-I”) with this letter, which reflects
 these revisions and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in the amended Offering Memorandum attached as exhibit (a)(1)(A) to the Amended Schedule TO-I.

 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.

 Response :

 In response to the Staff’s comment, the Company has revised the disclosure on page 15 to remove the qualifying disclosure regarding the Company’s plans, proposals or negotiations and has made other
 related revisions.

 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.

 Response :

 In response to the Staff’s comment, the Company has revised the disclosure on page 24 such that the third paragraph under Section 14 references Section 7 of the Offering Memorandum.

 ***

 If you have any questions or comments, please do not hesitate to contact me directly at (415) 676 - 7085.

 Sincerely,

 Nexxen International, Ltd.

 /s/ Amy Rothstein
 Amy Rothstein
 Chief Legal Officer

 Copy to:
 James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP
 Christina Pearson, Pillsbury Winthrop Shaw Pittman LLP

 2

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 13, 2025

 VIA EDGAR

 Mr. Shane Callaghan

 United States Securities and Exchange Commission
 Division of Corporate Finance, Office of Mergers & Acquisitions
 100 F Street, NE
 Washington, D.C. 20549

 Re: Nexxen International Ltd.
        Schedule TO-I filed May 2, 2025
        File No. 005-92626

 Dear Mr. Callaghan:

 Nexxen International Ltd. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange
 Commission (the “Commission”), dated May 8, 2025, relating to the aforementioned Schedule TO-I. For reference purposes, the text of your letter dated May 8, 2025, has been reproduced herein (in bold), with the Company’s response below the numbered
 comment.

 In addition, the Company has revised the Schedule TO-I in response to the Staff’s comments and is concurrently filing Amendment No. 2 (the “Amended Schedule TO-I”) with this letter, which reflects
 these revisions and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in the amended Offering Memorandum attached as exhibit (a)(1)(A) to the Amended Schedule TO-I.

 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.

 1

 Response :

 The Company respectfully acknowledges the Staff’s comment.

 The Company respectfully advises the Staff that the Company has revised Item 10 of Schedule TO and the disclosure on page 25 of the Offering Memorandum in order to reflect that the financial
 statements have not been included pursuant to Instruction 2 to Item 10 of Schedule TO because (i) the consideration offered to security holders consists solely of cash, (ii) the Offer is not subject to any financing condition, and (iii) the Company
 is a public reporting company under Section 13(a) and 15(d) of the Exchange Act and the rules and regulations thereunder and files its reports electronically on the EDGAR system.   As a result, the financial
 statements are not considered material to the Offer in accordance with Instruction 2 of Item 10 of Schedule TO, and are not required to be included in the 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 summarize 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 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).

 Response :

 The Company respectfully acknowledges the Staff’s comment.

 As noted above, the Company respectfully advises the Staff that the Company has revised Item 10 of the Schedule TO in order to reflect that the financial statements have not been included pursuant to
 Instruction 2 to Item 10 of Schedule TO, and therefore the inclusion of summarized financial information pursuant to Item 1010(c) is not required.

 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.

 Response :

 In response to the Staff’s comment, the Company has revised the disclosure on page 15 to state its 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.

 2

 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.

 Response :

 In response to the Staff’s comment, the Company has revised the disclosure on page 18 to remove references of a subsequent offering period.

 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.

 Response :

 In response to the Staff’s comment, the Company has revised the disclosure on page 19 to state the missing closing price of Ordinary Shares on Nasdaq on May 1, 2025.

 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.

 Response :

 In response to the Staff’s comment, the Company has revised the disclosure on page 24 to refer to Section 7 of the Offering Memorandum.

 3

 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.

 Response :

 In response to the Staff’s comment, the Company has revised the disclosure on page 26 to remove references to the SEC’s public reference room.

 ***

 If you have any questions or comments, please do not hesitate to contact me directly at (415) 676 - 7085.

 Sincerely,

 Nexxen International, Ltd.

 /s/ Amy Rothstein

 Amy Rothstein

 Chief Legal Officer

 Copy to:
 James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP
 Christina Pearson, Pillsbury Winthrop Shaw Pittman LLP

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 24, 2023
Sagi Niri
Chief Financial Officer
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, Israel, 6789124
Re:Tremor International Ltd.
Form 20-F for the year ended December 31, 2022
Filed March 7, 2023
File No. 001-40504
Dear Sagi Niri:
            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:       Amy Rothstein

CORRESP
1
filename1.htm

      May 22, 2023

        VIA EDGAR

      Ms. Brittany Ebbertt

      Ms. Christine Dietz

        United States Securities and Exchange Commission

        Division of Corporate Finance, Office of Technology

        100 F Street, NE

        Washington, D.C. 20549

      Re: Tremor International Ltd.

             Form 20-F for the year ended December 31, 2022

             Filed March 7, 2023

             Form 6-K Submitted March 7, 2023

             File No. 001-40504

      Dear Ms. Brittany Ebbertt and Ms. Christine Dietz:

      Tremor International Ltd. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and
        Exchange Commission (the “Commission”), dated May 12, 2023, relating to the aforementioned Form 20-F and Form 6-K. For reference purposes, the text of your letter dated May 12, 2023, has been reproduced herein (in bold), with the Company’s response
        below your comment.

      Form 6-K Submitted March 7, 2023

      General

            1.

              We note your response to comment one.  It appears that spend, a non-IFRS revenue measure, changes the recognition and measurement principles required to be applied in accordance with IFRS and would therefore be
                considered individually tailored.  In this regard, we note that presenting a non-IFRS measure of revenue that deducts transaction costs as if the company acted as an agent in the transaction, when gross presentation as a principal is
                required by IFRS would violate Rule 100(b) of Regulation G.  Please revise to remove CTV spend and PMP spend from your Form 6-K.  Also, please refer to your response to comment number 7 in your letter dated May 24, 2021 regarding
                presentation of net revenue.

        May 22, 2023

        Page 2

      Response:

      The Company respectfully acknowledges the Staff’s comment.  In response, the Company confirms that it will revise future filings to remove CTV spend and PMP spend.  The Company notes that it
        intends to file its next earnings report on Form 6-K on or around May 30, 2023.  In the future, the Company intends to report CTV revenue and PMP revenue.  Both metrics are IFRS measures of revenue, which the Company attributes to its CTV business
        and PMP business, respectively.

      If you have any questions or comments, please do not hesitate to contact me directly at Sagi Niri at sniri@tremorinternational.com or arothstein@tremorinternational.com.

      Very truly yours,

      Tremor International Ltd.

      /s/ Sagi Niri

      Sagi Niri

      Chief Financial Officer

      Copy to:

      Ofer Druker, Tremor International Ltd.

      Amy Rothstein, Tremor International Ltd.

      James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP

      Christina F. Pearson, Pillsbury Winthrop Shaw Pittman LLP

      Sarit Nethanel, Somekh Chaikin, a Member Firm of KPMG International

      2

United States securities and exchange commission logo
May 12, 2023
Sagi Niri
Chief Financial Officer
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, Israel, 6789124
Re:Tremor International Ltd.
Form 20-F for the year ended December 31, 2022
Filed March 7, 2023
Form 6-K Submitted March 7, 2023
File No. 001-40504
Dear Sagi Niri:
            We have reviewed your May 4, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 21, 2023 letter.
Form 6-K Submitted March 7, 2023
General
1.We note your response to prior comment one.  It appears that spend, a non-IFRS revenue
measure, changes the recognition and measurement principles required to be applied in
accordance with IFRS and would therefore be considered individually tailored.  In this
regard, we note that presenting a non-IFRS measure of revenue that deducts transaction
costs as if the company acted as an agent in the transaction, when gross presentation as a
principal is required by IFRS would violate Rule 100(b) of Regulation G.  Please revise to
remove CTV spend and PMP spend from your Form 6-K.  Also, please refer to your
response to comment number 7 in your letter dated May 24, 2021 regarding presentation
of net revenue.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 May 12, 2023 Page 2
 FirstName LastName
Sagi Niri
Tremor International Ltd.
May 12, 2023
Page 2
            You may contact Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Amy Rothstein

CORRESP
1
filename1.htm

      May 4, 2023

        VIA EDGAR

      Ms. Brittany Ebbertt

      Ms. Christine Dietz

        United States Securities and Exchange Commission

        Division of Corporate Finance, Office of Technology

        100 F Street, NE

        Washington, D.C. 20549

      Re: Tremor International Ltd.

             Form 20-F for the year ended December 31, 2022

             Filed March 7, 2023

             Form 6-K Submitted March 7, 2023

             File No. 001-40504

      Dear Ms. Brittany Ebbertt and Ms. Christine Dietz:

      Tremor International Ltd. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and
        Exchange Commission (the “Commission”), dated April 21, 2023, relating to the aforementioned Form 20-F and Form 6-K. For reference purposes, the text of your letter dated April 21, 2023, has been reproduced herein (in bold), with the Company’s
        response below your comment.

      Form 6-K Submitted March 7, 2023

      General

            1.

              Your response to prior comment 8 indicates that CTV spend and PMP spend represent sales in the Connected TV and private marketplace markets; however, you also note that they are non-GAAP measures that are
                derived from Contribution ex-TAC.  As Contribution ex-TAC is a profit measure that is derived from GAAP gross profit it is unclear how "spend", a sales measure, is derived from Contribution ex-TAC. Please advise. Also, as previously
                requested, please provide us with your proposed disclosures.

        May 4, 2023

        Page 2

      Response:

      The Company respectfully acknowledges the Staff’s comment.  In response, the Company wishes to clarify that CTV spend and PMP spend is originally derived from reported revenue, the most directly
        comparable IFRS measure to “spend.”  Accordingly, the Company proposes to add the following reconciliation table to its future filings, as relevant:

      Revenues attributable to CTV (IFRS) - $_____

             CTV media cost (“traffic acquisition costs” or “TAC”) (a) - ($______)

      Spend attributable to CTV, or “CTV Spend” (non-IFRS) - $________

            (a)

              Represents the costs of purchases of impressions from publishers on a cost per thousand impression basis in our CTV activities.

      The Company will add the same reconciliation table for PMP spend.

      If you have any questions or comments, please do not hesitate to contact me directly at Sagi Niri at sniri@tremorinternational.com or arothstein@tremorinternational.com.

      Very truly yours,

      Tremor International Ltd.

              /s/  Sagi Niri

      Sagi Niri

      Chief Financial Officer

      Copy to:

      Ofer Druker, Tremor International Ltd.

      Amy Rothstein, Tremor International Ltd.

      James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP

      Christina F. Pearson, Pillsbury Winthrop Shaw Pittman LLP

      Sarit Nethanel, Somekh Chaikin, a Member Firm of KPMG International

        1

United States securities and exchange commission logo
April 21, 2023
Sagi Niri
Chief Financial Officer
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, Israel, 6789124
Re:Tremor International Ltd.
Form 20-F for the year ended December 31, 2022
Filed March 7, 2023
Form 6-K Submitted March 7, 2023
File No. 001-40504
Dear Sagi Niri:
            We have reviewed your April 19, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 29,
2023 letter.
Form 6-K Submitted March 7, 2023
General
1.Your response to prior comment 8 indicates that CTV spend and PMP spend
represent sales in the Connected TV and private marketplace markets; however, you also
note that they are non-GAAP measures that are derived from Contribution ex-TAC.
As Contribution ex-TAC is a profit measure that is derived from GAAP gross profit it is
unclear how "spend", a sales measure, is derived from Contribution ex-TAC.  Please
advise.  Also, as previously requested, please provide us with your proposed disclosures.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 April 21, 2023 Page 2
 FirstName LastName
Sagi Niri
Tremor International Ltd.
April 21, 2023
Page 2
            You may contact Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Amy Rothstein

CORRESP
1
filename1.htm

    April 19, 2023

      VIA EDGAR

    Ms. Brittany Ebbertt

    Ms. Christine Dietz

      United States Securities and Exchange Commission

      Division of Corporate Finance, Office of Technology

      100 F Street, NE

      Washington, D.C. 20549

    Re: Tremor International Ltd.

           Form 20-F for the year ended December 31, 2022

           Filed March 7, 2023

           Form 6-K Submitted March 7, 2023

           File No. 001-40504

    Dear Ms. Brittany Ebbertt and Ms. Christine Dietz:

    Tremor International Ltd. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange
      Commission (the “Commission”), dated March 29, 2023, relating to the aforementioned Form 20-F and Form 6-K. For reference purposes, the text of your letter dated March 29, 2023, has been reproduced herein (in bold), with the Company’s response below
      each numbered comment.

    Form 20-F for the year ended December 31, 2022

    Presentation of Financial and Other Information, page 3

          1.

            We note your disclosure of net cash excludes amounts for server leases; however, we are unable to locate the amount of server leases. Please revise to quantify the amount of server leases.

    Response:

    The Company respectfully acknowledges the Staff’s comment.  The Company respectfully advises the Staff that the amount of net cash of $115.5 million consists of cash and cash equivalents of $217.5
      million of cash and equivalents, offset by $100.0 million principal long-term debt and $2.0 million of capital leases (which consists entirely of the Company’s server leases).  The Company proposes to revise future filings, as relevant, to include
      additional disclosure explaining the calculation of net cash, including quantifying the amount of server leases.

    The Company respectfully notes that the material disclosure for investors is included in the Form 20-F, by including the definition of net cash, the amount of net cash and the amount of total debt in
      the Form 20-F.  The only amount currently not separately disclosed, as noted by the Staff, is the amount of server leases, which investors can calculate by the disclosures of all other elements of the definition of net cash and a clear explanation of
      the definition of net cash.  As a result, the Company respectfully requests that the proposed changes be made in future filings, as relevant, when the Company reports its results for fiscal 2023.

      April 19, 2023

      Page 2

    Item 5. Operating and Financial Review and Prospects

    Key Performance Indicators and Other Operating Metrics

    Key Operating Metrics, page 52

          2.

            We note your disclosure of contribution ex-TAC per active customer-organic. This measure appears to exclude Amobee per your disclosure on page 44. Please revise to disclose what this measure reflects and how it
              is calculated.

    Response:

    The Company proposes to add the following footnote to the table on page 52 to explain the meaning of contribution ex-TAC per active customer-organic and how it is calculated.

    “Contribution ex-TAC per active customer (in thousands) - Organic is calculated as our Contribution ex-TAC for the period divided by our active customers for the period, excluding results from any
      material acquisitions that we made within the reported period (such as, our Amobee acquisition in 2022).  As a result, Contribution ex-TAC per active customer (in thousands) – Organic excludes any Contribution ex-TAC that we recognized from our
      Amobee operations following the completion of that acquisition in 2022.  We use this metric in order to allow investors to compare our results in a year where we complete a material acquisition against prior periods where we did not have the benefit
      of results from that material acquisition.”

    While the Company agrees with the Staff that this added detail is helpful to an understanding of the table on page 52, the Company respectfully notes that the definition and explanation on page 44 is
      sufficient to inform investors of what this metric includes and how it is calculated.  In addition, the Company respectfully notes the definitions of Contribution ex-TAC and Active Customer on page 3 of the Form 20-F.  As a result, the Company
      respectfully requests that the above-noted changes be made in the Annual Report on Form 20-F next year when the Company reports its results for fiscal 2023.

      April 19, 2023

      Page 3

    Notes to Consolidated Financial Statements

    Note 7: Intangible assets, net, page F-40

          3.

            Please revise to disclose the amount by which the recoverable amount of goodwill exceeded its carrying amount. Refer to IAS 36.134(f), as well as your response to prior comment 16 from the response letter dated
              April 13, 2021.

    Response:

    The Company respectfully acknowledges the Staff’s comment.  In response, the Company advises the Staff that as previously responded to Comment 16 in the response letter dated April 13, 2021, the
      Company has identified its entire operation as a single cash generating unit (“CGU”). This remained unchanged following the acquisition of Amobee, as it is an integral part of its Programmatic activity.

    The Company tests its goodwill for impairment annually, irrespective of whether it has identified indicators for impairment, on December 31 of each year. Additionally, the Company assesses, in
      accordance with IAS 36.12, any external and internal source of information to determine if there are any indicators for impairment at earlier periods.

    As of December 31, 2022, the Company’s observable share price indicated the fair value of its activity was lower than the equity balance of the CGU (It should be noted that shortly after December 31,
      2022, the share price increased which resulted in the Company’s fair value being higher than its carrying amount). As such, the Company then measured its value-in-use to test for impairment, which was based on a discounted cash flow calculation and
      was significantly higher than its carrying amount.  Therefore, the Company concluded that no impairment loss should be recognized as of that date.

    The Company noted that paragraph IAS 36.134(f) requires disclosure of information related to the CGU’s recoverable amount if a ‘reasonably possible’ change in the valuation’s key assumptions may lead
      to impairment loss.

    In order for the carrying amount to exceed the recoverable amount, the following changes in key assumptions would need to occur:

          1.

            WAAC used in the value-in-use measurement would need to increase by 224%; or

          2.

            The terminal growth rate would need to decrease by 100% combined with a decrease in revenue of 30% throughout the forecast period.

    The estimated recoverable amount was estimated at USD 1,884 million which exceeds its carrying amount by approximately USD 1,332 million.

    The Company provided the information regarding changes in key estimates in its financial statements to demonstrate that such significant changes in the above assumptions are not reasonably possible.
      Accordingly, management concluded that it is not required to disclose the amount by which the recoverable amount of goodwill exceeded its carrying amount in accordance with IAS 36.134(f). In order to provide further clarity in the footnote
      disclosure, the Company proposes to delete the word "reasonably" and thereby modify the disclosure in future filings, if relevant, as follows:

    Management has identified two key assumptions for which there could be a possible change that could cause the carrying amount to exceed the recoverable amount. The table below
      shows the amount that these two assumptions are required to change individually in order for the estimated recoverable amount to be equal to the carrying amount.

             2022

             %

            Increase Pre-tax discount rate

            224

            %

            Decrease Terminal value growth rate

            100

            %

      April 19, 2023

      Page 4

    Form 6-K Submitted March 7, 2023

    General

          4.

            We note here that you reconcile Adjusted EBITDA to IFRS net income. However, you define Adjusted EBITDA both here and in your Form 20-F as beginning with IFRS comprehensive income and reconcile it to IFRS
              comprehensive income in the Form 20-F. Please revise to consistently define and reconcile this measure to the most comparable IFRS measure.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff, that the definition of Adjusted EBITDA is consistent in the Form 20-F and the Form 6-K.  As the Company's disclosures
      are consistent, the Company requests the Staff’s permission to revise its reconciliation in its future earnings press releases filed on Form 6-K to the most comparable IFRS measure, Total Comprehensive Income.  This will result in the Form 6-K
      reconciliation being consistent with the reconciliation provided in the Form 20-F of Adjusted EBITDA to Total Comprehensive Income.

          5.

            We note you disclose Adjusted EBITDA margin on a reported revenue basis and on a contribution ex-TAC basis in the Financial Summary. Please revise the Fourth Quarter and Full Year 2022 Financial Highlights table
              to clearly label the Adjusted EBITDA margin as being on an ex-TAC basis, and ensure that any references to this measure are clearly labeled as ex-TAC versus those that are calculated on an as reported revenue basis.

    Response:

    The Company respectfully acknowledges the Staff’s comment and will revise the Financial Highlights table in future filings to clearly label the “Adjusted EBITDA Margin” as being on an ex-TAC basis.
      Such line item will be labelled, “Adjusted EBITDA Margin on a Contribution ex-TAC Basis.”  The Company further confirms that any references to this measure in future filings will be clearly labelled as ex-TAC versus those measures that are calculated
      on an as-reported revenue basis.

          6.

            Please revise to disclose Net Income margin, the most directly comparable IFRS measure for Adjusted EBITDA margin-reported revenue. Also, revise to disclose the most directly comparable IFRS measure for Adjusted
              EBITDA Margin-ex-TAC which appears to be Net Income to IFRS Gross Profit. Refer to Regulation G.

    Response:

    The Company respectfully acknowledge the Staff’s comment and will revise its future filings to disclose Net Income margin when it discloses Adjusted EBITDA margin on a reported revenue basis.  In
      addition, the Company will revise its future filings to disclose Net Income to IFRS Gross Profit when it discloses Adjusted EBITDA Margin on a Contribution Ex-TAC basis.

          April 19, 2023

          Page 5

            7.

              We note the adjustment for “acquisition and related items, including amortization of acquired intangibles and restructuring” in your non-IFRS net income reconciliation. Please revise to break this adjustment
                out between the separate components (e.g. acquisition costs, restructuring costs, amortization of acquired intangibles, etc) either within the reconciliation or in a footnote to the table. Please provide us with your proposed disclosure.

    Response:

    The Company respectfully acknowledge the Staff’s comment. The Company proposes to disclose “acquisition and related items, including amortization of acquired intangibles and restructuring” by
      separating it into three categories, consisting of: (i) Acquisition-related costs; (ii) Restructuring costs; and (iii) Amortization of acquired intangibles in the primary reconciliation table as follows:

    Reconciliation of Net Income to Non-IFRS Net Income

            Three months ended March 31, 2023

            Twelve months ended March 31, 2023

            2023

            2022

            %

            2023

            2022

            %

            ($ in thousands)

            Net Income

            Acquisition-related costs

            Restructuring costs

            Amortization of acquired intangibles

            Stock-based compensation expense

            IPO related one-time costs

            Other expenses (income), net

            Tax effect on Non-IFRS adjustments

            Non-IFRS Net Income

    As these amounts are immaterial individually, the Company requests the Staff’s permission to add these disclosures in future filings, as relevant.

          8.

            We note your discussion related to generating record CTV spend in both fourth quarter and fiscal year 2022, and your reference to PMP spend increasing by 160% during fourth quarter 2022 compared to fourth quarter
              2021. Please revise to include a definition of both CTV and PMP spend and explain to us how you determine these amounts. If these are non-IFRS measures, revise to include the information required by Regulation G. Please provide us with your
              proposed disclosures.

    Response:

    The Company will revise its future filings to include a definition of both the CTV and PMP market.  The Company refers to its sales in the Connected TV, or CTV, market as “CTV spend,” and its sales
      in the private marketplace, or PMP, market as “PMP spend.”  The Company defines its CTV market as delivering ads on connected televisions.  The Company defines its PMP market as ad transactions that include curated supply accessed by advertisers
      through deal identifiers via open real time bidding conducted through the Company’s digital advertising platform.

    The Company notes that CTV spend and PMP spend are each non-IFRS measures, and are derived on a Contribution ex-TAC basis for each of CTV and PMP.  Accordingly, the Company will add the most directly
      comparable IFRS measure to its disclosures and provide the applicable reconciliation in future filings, as relevant.

        April 19, 2023

        Page 6

          9.

            We note your reference to achieving a net retention rate of 80% during 2022, which appears to be the same as the contribution ex-TAC retention rate metric defined and disclosed in your Form 20-F on pages 3 and
              52. If true, please revise to consistently refer to this metric in all filings and earnings releases.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff, that the net retention rate of 80% during 2022 that it disclosed in the Form 6-K was the same as the contribution
      ex-TAC retention rate metric that it defined and disclosed in its Form 20-F filing.  The Company requests the Staff’s permission to revise future filings, where relevant, to refer only to “contribution ex-TAC retention rate” for this metric in both
      its Form 20-F and Form 6-K disclosures.

          10.

            We note you expect revenue from your core business, focused on programmatic activities, will grow approximately 5% in 2023 on a combined pro forma basis. Please explain what you mean by “combined pro forma
              basis.”

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it intended to convey to investors that this projected approximately 5% growth rate in 2023 would take into
      account all of the contribution from Amobee for all of 2022 (as if the closing of the Amobee transaction had occurred on January 1, 2022) and for all of 2023, even though contribution from Amobee only commenced on September 12, 2022, the actual date
      of the closing

CORRESP
1
filename1.htm

    April 6, 2023

      VIA EDGAR

    Ms. Brittany Ebbertt

    Ms. Christine Dietz

      United States Securities and Exchange Commission

      Division of Corporate Finance, Office of Technology

      100 F Street, NE

      Washington, D.C. 20549

    Re: Tremor International Ltd.

           Form 20-F for the year ended December 31, 2022

           Filed March 7, 2023

           Form 6-K Submitted March 7, 2023

           File No. 001-40504

    Dear Ms. Brittany Ebbertt and Ms. Christine Dietz:

    Tremor International Ltd. (the “Company”) has received the letter from the staff (the “Staff”) of the U.S.
      Securities and Exchange Commission dated March 29, 2023, relating to the aforementioned Form 20-F and Form 6-K (the “Comment Letter”). The Company respectfully submits to the Staff to request an extension to the deadline for responding to the Comment
      Letter due to the additional time required to gather sufficient information and prepare thorough responses. The Company will provide its response to the Comment Letter via EDGAR as soon as possible prior to April 19, 2023.

    If you have any questions or comments, please do not hesitate to contact me directly at
      arothstein@tremorinternational.com or Sagi Niri at sniri@tremorinternational.com.

    Very truly yours,

    Tremor International Ltd.

    /s/ Amy Rothstein

    Amy Rothstein

    Chief Legal Officer

    Copy to:

    Ofer Druker, Tremor International Ltd.

    Sagi Niri, Tremor International Ltd.

    James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP

    Christina F. Pearson, Pillsbury Winthrop Shaw Pittman LLP

    Sarit, Nethanel Somekh Chaikin, a Member Firm of KPMG International

                  82 Yigal Alon St. 13th Floor

                    Tel-Aviv, 689124, Israel

                  +972-3-545-3900

                    info@tremrinternational.com

                    tremorinternational.com

                    © 2022 Tremor International Ltd. All rights reserved

United States securities and exchange commission logo
March 29, 2023
Sagi Niri
Chief Financial Officer
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, Israel, 6789124
Re:Tremor International Ltd.
Form 20-F for the year ended December 31, 2022
Filed March 7, 2023
Form 6-K Submitted March 7, 2023
File No. 001-40504
Dear Sagi Niri:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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 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.
Form 20-F for the year ended December 31, 2022
Presentation of Financial and Other Information, page 3
1.We note your disclosure of net cash excludes amounts for server leases; however, we are
unable to locate the amount of server leases.  Please revise to quantify the amount of
server leases.
Item 5. Operating and Financial Review and Prospects
Key Performance Indicators and Other Operating Metrics
Key Operating Metrics, page 52
2.We note your disclosure of contribution ex-TAC per active customer-organic.  This
measure appears to exclude Amobee per your disclosure on page 44.  Please revise to
disclose what this measure reflects and how it is calculated.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 March 29, 2023 Page 2
 FirstName LastName
Sagi Niri
Tremor International Ltd.
March 29, 2023
Page 2
Notes to Consolidated Financial Statements
Note 7: Intangible assets, net, page F-40
3.Please revise to disclose the amount by which the recoverable amount of goodwill
exceeded its carrying amount.  Refer to IAS 36.134(f), as well as your response to prior
comment 16 from the response letter dated April 13, 2021.
Form 6-K Submitted March 7, 2023
General
4.We note here that you reconcile Adjusted EBITDA to IFRS net income.  However, you
define Adjusted EBITDA both here and in your Form 20-F as beginning with IFRS
comprehensive income and reconcile it to IFRS comprehensive income in the Form 20-F.
Please revise to consistently define and reconcile this measure to the most comparable
IFRS measure.
5.We note you disclose Adjusted EBITDA margin on a reported revenue basis and on a
contribution ex-TAC basis in the Financial Summary.  Please revise the Fourth Quarter
and Full Year 2022 Financial Highlights table to clearly label the Adjusted EBITDA
margin as being on an ex-TAC basis, and ensure that any references to this measure are
clearly labeled as ex-TAC versus those that are calculated on an as reported revenue
basis.
6.Please revise to disclose Net Income margin, the most directly comparable IFRS measure
for Adjusted EBITDA margin-reported revenue.  Also, revise to disclose the most directly
comparable IFRS measure for Adjusted EBITDA Margin-ex-TAC which appears to be
Net Income to IFRS Gross Profit.  Refer to Regulation G.
7.We note the adjustment for “acquisition and related items, including amortization of
acquired intangibles and restructuring” in your non-IFRS net income reconciliation.
Please revise to break this adjustment out between the separate components (e.g.
acquisition costs, restructuring costs, amortization of acquired intangibles, etc) either
within the reconciliation or in a footnote to the table.  Please provide us with your
proposed disclosure.
8.We note your discussion related to generating record CTV spend in both fourth quarter
and fiscal year 2022, and your reference to PMP spend increasing by 160% during fourth
quarter 2022 compared to fourth quarter 2021.  Please revise to include a definition of
both CTV and PMP spend and explain to us how you determine these amounts.  If these
are non-IFRS measures, revise to include the information required by Regulation G.
Please provide us with your proposed disclosures.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 March 29, 2023 Page 3
 FirstName LastName
Sagi Niri
Tremor International Ltd.
March 29, 2023
Page 3
9.We note your reference to achieving a net retention rate of 80% during 2022, which
appears to be the same as the contribution ex-TAC retention rate metric defined and
disclosed in your Form 20-F on pages 3 and 52.  If true, please revise to consistently refer
to this metric in all filings and earnings releases.
10.We note you expect revenue from your core business, focused on programmatic activities,
will grow approximately 5% in 2023 on a combined pro forma basis.  Please explain what
you mean by “combined pro forma basis.”
            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.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at 202-551-3572 or Christine
Dietz, Senior Staff Accountant, at 202-551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 Tremor International Ltd.

82 Yigal Alon Street

 Tel Aviv,
6789124

 Israel

 June 17, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Brittany Ebbertt,
Kathleen Collins, Alexandra Barone, Larry Spirgel

Re:
 Tremor International Ltd.

Registration Statement on Form F-1 (File
No. 333-256452)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-256452) (the “Registration Statement”) of
Tremor International Ltd. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on June 17, 2021, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Ryan Benedict at +44.20.7710.4669.

Thank you for your assistance in this matter.

[signature page follows]

Very truly yours,

Tremor International Ltd.

By:

/s/ Ofer Druker

Name: Ofer Druker

Title: Chief Executive Officer

cc:
 (via email)

Ofer Druker, Tremor International Ltd.

Sagi Niri, Tremor International Ltd.

Josh Kiernan, Latham & Watkins LLP

Ryan Benedict, Latham & Watkins LLP

Tuvia Geffen, Naschitz, Brandes, Amir & Co., Advocates

CORRESP
1
filename1.htm

CORRESP

 June 17, 2021

 99 Bishopsgate

London EC2M 3XF

 United Kingdom

Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

 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

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:
 Brittany Ebbertt

 Kathleen Collins

 Alexandra Barone

 Larry Spirgel

Re:
 Tremor International Ltd.

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

 Filed June 14, 2021

 SEC File No. 333-256452

 Ladies and Gentlemen:

On behalf of Tremor International Ltd. (the “Company”), we are responding to oral comments received by conference call
on June 16, 2021 (the “Comments”) from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) with respect to the Amendment
No. 2 to the Registration Statement of the Company filed with the Commission on Form F-1/A on June 14, 2021 (the “Registration Statement”). Your comments and our responses
thereto are set forth below:

1.
 Please add footnotes describing the beneficial ownership of the four principal shareholder funds listed on
page 116 of the Registration Statement.

 Response:    The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 116 and 117 of the Registration Statement.

 * * *

 Latham & Watkins is the business
name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the
partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, European lawyers or managers authorised
by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

 June 17, 2021

 Page
 2

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at +44.20.7710.4669 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Ryan Benedict

 Ryan Benedict of

 LATHAM & WATKINS
LLP

cc:
 Ofer Druker, Tremor International Ltd.

Sagi Niri, Tremor International Ltd.

Josh Kiernan, Latham & Watkins LLP

Tuvia Geffen, Naschitz, Brandes, Amir & Co., Advocates

CORRESP
1
filename1.htm

CORRESP

 June 17, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Brittany Ebbertt,
Kathleen Collins, Alexandra Barone, Larry Spirgel

Re:
 Tremor International Ltd.

Registration Statement on Form F-1 (File
No. 333-256452)

 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, we will take reasonable steps to secure adequate distribution of the
preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 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 Thursday, June 17, 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,

 RBC Capital Markets, LLC

 Stifel,
Nicolaus & Company, Incorporated

As Representatives of the Several Underwriters

RBC CAPITAL MARKETS, LLC

By:

/s/ Matthew Rein

Name: Matthew Rein

Title:   Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

/s/ Peg Jackson

Name: Peg Jackson

Title:   Managing Director

CORRESP
1
filename1.htm

CORRESP

 Tremor International Ltd.

82 Yigal Alon Street

 Tel Aviv,
6789124

 Israel

 June 15, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Brittany Ebbertt,
Kathleen Collins, Alexandra Barone, Larry Spirgel

Re:
 Tremor International Ltd.

Registration Statement on Form F-1 (File
No. 333-256452)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-256452) (the “Registration Statement”) of
Tremor International Ltd. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on June 17, 2021, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Ryan Benedict at +44.20.7710.4669.

Thank you for your assistance in this matter.

[signature page follows]

Very truly yours,

Tremor International Ltd.

By:

/s/ Ofer Druker

Name: Ofer Druker

Title: Chief Executive Officer

cc:
 (via email)

Ofer Druker, Tremor International Ltd.

Sagi Niri, Tremor International Ltd.

Josh Kiernan, Latham & Watkins LLP

Ryan Benedict, Latham & Watkins LLP

Tuvia Geffen, Naschitz, Brandes, Amir & Co., Advocates

CORRESP
1
filename1.htm

CORRESP

 June 15, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Brittany Ebbertt,
Kathleen Collins, Alexandra Barone, Larry Spirgel

Re:
 Tremor International Ltd.

Registration Statement on Form F-1 (File
No. 333-256452)

 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, we will take reasonable steps to secure adequate distribution of the
preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 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 Thursday, June 17, 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,

 RBC Capital Markets, LLC

 Stifel,
Nicolaus & Company, Incorporated

As Representatives of the Several Underwriters

RBC CAPITAL MARKETS, LLC

By:

/s/ Matthew Rein

Name: Matthew Rein

Title:   Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

/s/ Peg Jackson

Name: Peg Jackson

Title:   Managing Director

CORRESP
1
filename1.htm

CORRESP

 99 Bishopsgate

London EC2M 3XF

 United
Kingdom

 Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

www.lw.com

 FIRM / AFFILIATE OFFICES

 Beijing

 Moscow

 Boston

 Munich

 Brussels

 New York

 Century City

 Orange County

 June 4, 2021

 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

 VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Attention:

 Brittany Ebbertt

Kathleen Collins

 Alexandra
Barone

 Larry Spirgel

Re:

 Tremor International Ltd.

Registration Statement on Form F-1

Submitted May 24, 2021

CIK No. 0001849396

 Ladies and Gentlemen:

On behalf of Tremor International Ltd. (the “Company”), we are hereby filing an Amendment No. 1 to
the Registration Statement on Form F-1 (“Amendment No. 1”) with the U.S. Securities and Exchange Commission (the “Commission”).
The Company previously filed the Registration Statement on Form F-1 on May 24, 2021 (“Registration Statement”). Amendment No. 1 has been revised to reflect the Company’s
responses to the comment letter to the Registration Statement received on June 2, 2021 from the staff of the Commission (the “Staff”). For your convenience, we are also providing a copy of Amendment No. 1, which has
been marked to show changes from the Registration Statement, as well as a copy of this letter.

Latham & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York
and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF,
and such persons are either solicitors, registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

 June 4, 2021

 Page
 2

 For ease of review,
we have set forth below each of the numbered comments of the Staff’s letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment
No. 1 and all references to page numbers in such responses are to page numbers in Amendment No. 1.

 Prospectus Summary,
page 1

1.
 We note your revised disclosures in response to prior comment 3 where you discuss the growth in both
Video and CTV revenue for the six months ended June 30, 2020 compared to the six months ended December 31, 2020. As CTV revenue is a subset of Total Video revenue, please revise to indicate as such and to discuss the increase in Total
Video revenue separately from CTV revenue for each half of fiscal 2020. Similar revisions should be made elsewhere where you include these disclosures.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 2, 60 and 87 of Amendment No. 1.

 Management’s Discussion and Analysis of Financial Condition and
Results of Operations Critical Accounting Policies, Judgments and Estimates, page 61

2.
 Please revise to clearly state that beginning in fiscal 2020 you determined that you operated as an agent
with respect to your Programmatic activity and therefore present revenue on a net basis. Also, we note your disclosures on page ii where you state “[i]n order to improve comparability and provide a more meaningful basis for comparison of our
financial results, this prospectus includes certain unaudited, as adjusted (non-IFRS) revenue information solely for the year ended December 31, 2019 that give effect to the revenue recognition changes
noted above as if such changes were applied on January 1, 2019. This as adjusted (non-IFRS) revenue information will not be provided for any period subsequent to the year ended December 31,
2019.” Please revise to include similar language in the introductory paragraph to the reconciliation table on page 63.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 64 and 65 of Amendment No. 1.

 Key Performance Indicators and Other Operating Metrics, page 79

3.
 We note your measure of “average contribution ex-TAC per
active customer.” Please tell us what is meant by “average” contribution or revise as necessary. Also, revise to include the comparable IFRS measure of gross profit per active customer here and wherever else you discuss this measure.
Refer to Question 102.10 of the non-GAAP C&DIs.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 61, 62 and 81 of Amendment No. 1 to remove “average” and explain the calculation. Further, the Company has added the measure of gross profit per active customer in the relevant sections.

 June 4, 2021

 Page
 3

4.
 Please revise your reference to “net revenue retention rate” in the table to refer to the
correct measure of contribution ex-TAC retention rate.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 81 of Amendment No. 1.

 Business, page 84

5.
 We note your revised disclosures in response to comment 1. Please tell us the actual number of publishers
at March 31, 2021. Also, revise to include the actual active publisher count in this filing for each period presented. In this regard, while you state in your response to comment 3 in your April 13, 2021 letter that you believe providing
an approximate figure is more appropriate since this number can fluctuate over time, considering you rely on publishers in order to conduct your business, it would seem that the actual publisher count is important to an understanding of your
business.

 Response:    The Company respectfully acknowledges the
Staff’s comment and has included the actual number of publishers for each period on page 81 of Amendment No. 1.

Description of American Depositary Shares Governing Law/Waiver of Jury Trial, page 135

6.
 We note your disclosure that the deposit agreement includes a waiver of jury trial provision and an
exclusive forum provision. Please include a risk factor addressing the impact of these provisions of this deposit agreement on the rights of ADS holders.

Response:    The Company respectfully acknowledges the Staff’s comment and has two risk factors
covering each of these points on pages 49 and 50 of Amendment No. 1.

 * * *

 June 4, 2021

 Page
 4

 We hope the
foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at +44.20.7710.4669 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Ryan Benedict

 Ryan Benedict

of LATHAM & WATKINS LLP

cc:
 Ofer Druker, Tremor International Ltd.

Sagi Niri, Tremor International Ltd.

Josh Kiernan, Latham & Watkins LLP

Tuvia Geffen, Naschitz, Brandes, Amir & Co., Advocates

United States securities and exchange commission logo
June 2, 2021
Sagi Niri
Chief Financial Officer and Director
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, 6789124, Israel
Re:Tremor International Ltd.
Registration Statement on Form F-1
Filed May 25, 2021
File No. 333-256452
Dear Mr. Niri:
            We have reviewed your 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 17, 2021 letter.
Form F-1 filed on May 25, 2021
Prospectus Summary, page 1
1.We note your revised disclosures in response to prior comment 3 where you discuss the
growth in both Video and CTV revenue for the six months ended June 30, 2020 compared
to the six months ended December 31, 2020.  As CTV revenue is a subset of Total Video
revenue, please revise to indicate as such and to discuss the increase in Total Video
revenue separately from CTV revenue for each half of fiscal 2020. Similar revisions
should be made elsewhere where you include these disclosures.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 June 2, 2021 Page 2
 FirstName LastName
Sagi Niri
Tremor International Ltd.
June 2, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, Judgments and Estimates, page 61
2.Please revise to clearly state that beginning in fiscal 2020 you determined that you
operated as an agent with respect to your Programmatic activity and therefore present
revenue on a net basis.  Also, we note your disclosures on page ii where you state "[i]n
order to improve comparability and provide a more meaningful basis for comparison of
our financial results, this prospectus includes certain unaudited, as adjusted (non-IFRS)
revenue information solely for the year ended December 31, 2019 that give effect to the
revenue recognition changes noted above as if such changes were applied on January 1,
2019. This as adjusted (non-IFRS) revenue information will not be provided for any
period subsequent to the year ended December 31, 2019."  Please revise to include similar
language in the introductory paragraph to the reconciliation table on page 63.
Key Operating Metrics, page 79
3.We note your measure of "average contribution ex-TAC per active customer."  Please tell
us what is meant by "average" contribution or revise as necessary.  Also, revise to include
the comparable IFRS measure of gross profit per active customer here and wherever else
you discuss this measure.  Refer to Question 102.10 of the non-GAAP C&DIs.
4.Please revise your reference to "net revenue retention rate" in the table to refer to the
correct measure of contribution ex-TAC retention rate.
Business, page 84
5.We note your revised disclosures in response to comment 1.  Please tell us the actual
number of publishers at March 31, 2021.  Also, revise to include the actual active
publisher count in this filing for each period presented.  In this regard, while you state in
your response to comment 3 in your April 13, 2021 letter that you believe providing an
approximate figure is more appropriate since this number can fluctuate over time,
considering you rely on publishers in order to conduct your business, it would seem that
the actual publisher count is important to an understanding of your business.
Description of American Depository Shares
Governing Law/Waiver of Jury Trial, page 135
6.We note your disclosure that the deposit agreement includes a waiver of jury trial
provision and an exclusive forum provision. Please include a risk factor addressing the
impact of these provisions of this deposit agreement on the rights of ADS holders.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 June 2, 2021 Page 3
 FirstName LastName
Sagi Niri
Tremor International Ltd.
June 2, 2021
Page 3
            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.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at 202-551-3572 or Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Alexandra Barone, Staff Attorney,
at 202-551-8816 or Larry Spirgel, Office Chief, at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 May 24, 2021

 99 Bishopsgate

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 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:
 Brittany Ebbertt

Kathleen Collins

 Alexandra
Barone

 Larry Spirgel

Re:
 Tremor International Ltd.

Draft Registration Statement on Form F-1

Submitted May 24, 2021

CIK No. 0001849396

 Ladies and
Gentlemen:

 On behalf of Tremor International Ltd. (the “Company”), we are hereby filing a Draft Registration
Statement on Form F-1 (“Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”). The Company previously submitted a Draft
Registration Statement on Form F-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act with the Commission on March 11, 2021 (the
“Draft Submission”), as amended by Amendment No. 1 to the Draft Submission on April 13, 2021 and Amendment No. 2 to the Draft Submission on May 4, 2021 (“Submission
No. 3”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to Submission No. 3 received on May 17, 2021 from the staff of the Commission
(the “Staff”). For your convenience, we are also providing a copy of the Registration Statement, which has been marked to show changes from Submission No. 3, as well as a copy of this letter.

Latham & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws
of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99
Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership
organised under the laws of Delaware.

 May 24, 2021

Page 2

 For ease of review, we have set forth below each of the numbered comments of the Staff’s
letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references to page numbers in such responses are
to page numbers in the Registration Statement.

 Prospectus Summary, page 1

1.
 Your revised disclosures in response to prior comment 1 refers to 800 million unique users for the
month ended March 31, 2021; however, the number of active customers and publishers appears to be as of December 31, 2020. Please revise to clarify what period(s) are presented and to the extent there were material fluctuations in these
metrics between these periods, include comparable data for each period.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 2, 58 and 85 of the Registration Statement. There were no material changes between the periods so no comparable data has been provided.

2.
 Please explain the rationale for your reference to CTV advertising gross revenue on a six-month basis. In this regard, CTV gross revenue appears to be a non-IFRS measure for the six-months ended June 30, 2020.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 2, 58 and 85 of the Registration Statement to remove CTV gross revenue.

3.
 We note your response to prior comment 2. While we acknowledge you highlight CTV advertising revenue because
it is expected to grow at an accelerated rate and is a key growth driver for your business, we note that you make similar statements regarding Video revenue overall. As CTV revenue represents approximately 26% of total 2020 Video revenue, please
balance your discussion of CTV advertising revenue here with a more fulsome discussion of your total Video revenue overall and better explain within your disclosures why you focus on CTV revenue and not the other sources of Video revenue. In this
regard, we note that Video revenue can also be generated from devices such as mobile, streaming and desktop, and that together those represent approximately 74% of 2020 Video revenue. Please, revise to address each source of Video revenue, including
the portion of total revenue they represent or explain why you do not believe this information is necessary to an investors understanding of your business.

 May 24, 2021

Page 3

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on pages 2, 58 and 85 of the Registration Statement to include video revenue in its discussion of CTV revenue. Further, the Company has included a revised chart on page 74 of the Registration Statement that addresses each
source of Video revenue, including the total portion of Video revenue each source represents.

4.
 You also state in your response to prior comment 2 that you focus your discussion on six-month increments because your results for the first half of 2020 were negatively impacted by the COVID-19 pandemic. To the extent you present six-month periods to show the impact of the pandemic throughout fiscal 2020, revise to clarify as such and clearly address both positive and negative factors impacting each period and the role of the pandemic on any
significant fluctuations in period-over-period results. Also revise to present a similar discussion on a full year-over-year basis. Lastly, if any specific line items were significantly impacted by COVID, either positively or negatively, please
ensure that is appropriately addressed in your MD&A results of operations disclosures. Refer to the Staff’s statement on disclosure considerations regarding COVID-19 (Topic No. 9A) issued
June 23, 2020 available on our website.

 Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 2, 58 and 85 of the Registration Statement to include discussion of period changes due to the COVID-19 pandemic.

5.
 Please balance your statement on page 7 where you indicate that you have been adjusted EBITDA profitable
since 2014 with a similar statement regarding the period from which you have been IFRS profitable.

 Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 7 and 89 of the Registration Statement to include a similar statement that the Company has also been profitable on the basis of IFRS Total
Comprehensive Income for the same period.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical
Accounting Policies, Judgments and Estimates, page 59

6.
 We note your response and revised disclosures to prior comment 4. However, we also note you continue to
present gross profit within the tabular disclosure on page 61. Please revise to remove this line item.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 63 of the Registration
Statement to remove gross profit from the tabular disclosure.

 Key Performance Indicators and Other Operating Metrics, page 68

7.
 We continue to consider your response to prior comment 5 and may have further comments.

 May 24, 2021

Page 4

 Response: Following our discussions with the Staff, the Company has revised the
disclosure throughout the Registration Statement and replaced references to net revenue (including net revenue retention rate) with revised disclosure with respect to Contribution ex-TAC (and Contribution ex-TAC retention rate) and the Company has included a related reconciliation to IFRS gross profit and relevant explanations.

Note 22. Subsequent Events, page F-52

8.
 We note your response to prior comment 12. Please revise to disclose the date when the financial statements
were approved for issuance and who gave that authorization. Refer to IAS 10.17. In addition, tell us what consideration you gave to provide pro forma per share information in your Summary Consolidated Financial and Other Data table reflecting the
cash bonuses that will be paid to your CEO, COO and CFO upon completion of this offering.

 Response: The
Company respectfully acknowledges the Staff’s comment and refer the staff to Note 2a at page F-8 of the financial statements which indicate that the consolidated financial statement were authorized for
issue by the Company’s Board of Directors on March 10, 2021 which is prior to the Board of Director decision on March 26, 2021. Furthermore, the Company has revised the disclosure on page 16 of the Registration Statement to include
pro forma per share information in the Summary Consolidated Financial and Other Data to reflect the cash bonus that will be paid to the CEO, COO and CFO upon completion of this offering.

* * *

 May 24, 2021

Page 5

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at +44.20.7710.4669 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Ryan Benedict

 Ryan Benedict

 of LATHAM & WATKINS
LLP

cc:
 Ofer Druker, Tremor International Ltd.

Sagi Niri, Tremor International Ltd.

Josh Kiernan, Latham & Watkins LLP

Tuvia Geffen, Naschitz, Brandes, Amir & Co., Advocates

United States securities and exchange commission logo
May 17, 2021
Sagi Niri
Chief Financial Officer and Director
Tremor International Ltd.
Hashmonaim 121, 2nd Floor
Tel Aviv, 6713328, Israel
Re:Tremor International Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 4, 2021
CIK No. 0001849396
Dear Mr. Niri:
            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.  Unless we note otherwise, our references to prior comments are to comments in
our April 28, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted May 4, 2021
Prospectus Summary, page 1
1.Your revised disclosures in response to prior comment 1 refers to 800 million unique
users for the month ended March 31, 2021; however, the number of active customers and
publishers appears to be as of December 31, 2020.  Please revise to clarify what period(s)
are presented and to the extent there were material fluctuations in these metrics between
these periods, include comparable data for each period.
2.Please explain the rationale for your reference to CTV advertising gross revenue on a six-
month basis.  In this regard, CTV gross revenue appears to be a non-IFRS measure for the
six-months ended June 30, 2020.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 May 17, 2021 Page 2
 FirstName LastName
Sagi Niri
Tremor International Ltd.
May 17, 2021
Page 2
3.We note your response to prior comment 2.  While we acknowledge you highlight CTV
advertising revenue because it is expected to grow at an accelerated rate and is a key
growth driver for your business, we note that you make similar statements regarding
Video revenue overall.  As CTV revenue represents approximately 26% of total 2020
Video revenue, please balance your discussion of CTV advertising revenue here with a
more fulsome discussion of your total Video revenue overall and better explain within
your disclosures why you focus on CTV revenue and not the other sources of Video
revenue.  In this regard, we note that Video revenue can also be generated from devices
such as mobile, streaming and desktop, and that together those represent approximately
74% of 2020 Video revenue.  Please, revise to address each source of Video revenue,
including the portion of total revenue they represent or explain why you do not believe
this information is necessary to an investors understanding of your business.
4.You also state in your response to prior comment 2 that you focus your discussion on six-
month increments because your results for the first half of 2020 were negatively impacted
by the COVID-19 pandemic.  To the extent you present six-month periods to show the
impact of the pandemic throughout fiscal 2020, revise to clarify as such and clearly
address both positive and negative factors impacting each period and the role of the
pandemic on any significant fluctuations in period-over-period results.  Also revise to
present a similar discussion on a full year-over-year basis.  Lastly, if any specific line
items were significantly impacted by COVID, either positively or negatively, please
ensure that is appropriately addressed in your MD&A results of operations disclosures.
Refer to the Staff's statement on disclosure considerations regarding COVID-19 (Topic
No. 9A) issued June 23, 2020 available on our website.

5.Please balance your statement on page 7 where you indicate that you have been adjusted
EBITDA profitable since 2014 with a similar statement regarding the period from which
you have been IFRS profitable.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, Judgments and Estimates
Revenue Recognition, page 59
6.We note your response and revised disclosures to prior comment 4.  However, we also
note you continue to present gross profit within the tabular disclosure on page 61.  Please
revise to remove this line item.
Key Performance Indicators and Other Operating Metrics, page 68
7.We continue to consider your response to prior comment 5 and may have further
comments.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 May 17, 2021 Page 3
 FirstName LastName
Sagi Niri
Tremor International Ltd.
May 17, 2021
Page 3
Notes to Consolidated Financial Statements
Note 22: Subsequent Events, page F-52
8.We note your response to prior comment 12.  Please revise to disclose the date when the
financial statements were approved for issuance and who gave that authorization.  Refer to
IAS 10.17.  In addition, tell us what consideration you gave to provide pro forma per share
information in your Summary Consolidated Financial and Other Data table reflecting the
cash bonuses that will be paid to your CEO, COO and CFO upon completion of this
offering.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at 202-551-3572 or
Kathleen Collins, Accounting Branch Chief, at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Alexandra
Barone, Staff Attorney, at 202-551-8816 or Larry Spirgel, Office Chief, at 202-551-3815 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
April 28, 2021
Sagi Niri
Chief Financial Officer and Director
Tremor International Ltd.
Hashmonaim 121, 2nd Floor
Tel Aviv, 6713328, Israel
Re:Tremor International Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 13, 2021
CIK No. 0001849396
Dear Mr. Niri:
            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. Unless we note otherwise, our references to prior comments are to comments in our
April 5, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your response to prior comment 3 as it relates to the definition of unique users.
Please address the following:
•Explain your reference to users visiting your site. In this regard, tell us whether you
are referring to publisher or third-party sites as opposed to the company-owned sites,
and if so, revise to clarify as such.
•Explain further why a monthly user measure would vary hourly.
•If this metric fluctuates significantly from period to period, address why you believe
it is appropriate to disclose an approximate number of unique users at any given time

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 April 28, 2021 Page 2
 FirstName LastNameSagi Niri
Tremor International Ltd.
April 28, 2021
Page 2
if that is not reflective of other periods.
•Tell us how you calculate and validate the number of unique users disclosed.
•Revise to address how you track or count "unduplicated" visitors.
•Disclose the period represented in your current disclosures.
2.We note your revised disclosures in response to prior comment 1.  Please tell us why you
are highlighting the growth in CTV advertising revenue, which comprises only
approximately 17% of your total IFRS revenue for fiscal 2020.  In this regard, you state in
your response to prior comment 4 that both CTV and Video revenue are the core areas of
growth for the company.  Also, explain to us the relevance of your discussion regarding
CTV revenue growth in six month increments.  Please revise, as necessary.
3.We note your revised disclosures in response to prior comment 7. Wherever you discuss
Adjusted EBITDA or adjusted EBITDA margin, please further revise to discuss the
comparable IFRS measure before any discussion of the non-IFRS measure and ensure you
include the IFRS measure for all periods in which you present the non-IFRS measure. For
example, you discuss the increase in Adjusted EBITDA on a six-month and full-year basis
but do not present a comparable discussion on an IFRS basis and you do not disclose total
comprehensive income for each period in which you disclose the non-IFRS measure.
Also, you disclose Adjusted EBITDA margin before you disclose net profit margin.
Please revise your disclosures throughout the filing.
Summary Consolidated Financial and Other Data, page 15
4.We note that you removed the subtotal of gross profit from the face of your consolidated
statements of operations in response to prior comment 15.  However, we further note that
you continue to present gross profit margin and gross profit information in the forepart of
the filing.  These measures as currently presented exclude amortization and depreciation
and therefore are non-IFRS measures.  Please tell us the amount of amortization and
depreciation excluded from gross profit for each period presented.  To the extent you
continue to disclose gross profit or gross profit margin, you should clearly label
them as non-IFRS measures, provide a reconciliation to the most comparable IFRS
measure of gross profit, which includes depreciation and  amortization in cost of revenue,
and include all related required non-IFRS disclosures.
Key Performance Indicators and Other Operating Metrics, page 57
5.We have evaluated your response to prior comment 5 and while we are still considering
your revenue recognition policy, we continue to believe that by presenting programmatic
revenue and cost of revenue for fiscal 2019 on a net basis exclusive of media costs, and
performance revenue for both fiscal 2019 and 2020 on a net basis exclusive of traffic
acquisition costs, you have substituted an individually tailored revenue recognition
principle for IFRS revenue and expenses.  Please remove these measures from your non-
IFRS disclosures. Similarly, any measures that are presented on a non-IFRS basis, such as
net revenue, net revenue growth rate, percentage of video revenue, net revenue retention

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 April 28, 2021 Page 3
 FirstName LastNameSagi Niri
Tremor International Ltd.
April 28, 2021
Page 3
rate, etc. should also be revised.  Refer to Item 10(e)(4)(ii) of Regulation S-K, Question
100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of
Regulation G.
6.We note your revised reconciliation of Adjusted EBITDA in response to prior comment
6.  Please further revise to remove the subtotals of "profit for the year" and "profit (loss)
from operations" from your reconciliation.
7.We note your discussion regarding changes in your various non-IFRS measures beginning
on page 61.  Any discussion of non-IFRS results should not be presented with greater
prominence than your IFRS results of operations discussion.  Please revise so that your
IFRS results of operations discussion precedes any non-IFRS discussion.  Refer to
Question 102.10 of the non-GAAP C&DIs.
Key Operating Metrics, page 62
8.To the extent you continue to present net revenue retention rate in your filing,
please revise to disclose what this measure is intending to provide, as addressed in your
response to prior comment 10.
Description of Share Capital and Articles of Association
Exclusive Forum, page 114
9.We note your response to prior comment 12. Please revise to state that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.
Consolidated Financial Statements
Statement of Operation and Other Comprehensive Income, page F-4
10.We note your response and revised disclosures to prior comment 15.  Please further revise
here to present depreciation and amortization expense as a separate line item, and revise
the cost of revenue line item to indicate it is exclusive of depreciation and amortization
shown separately below as specified in SAB Topic 11.B.
Notes to Consolidated Financial Statements
Note 3. Significant Accounting Policies
k. Revenue recognition, page F-19
11.Please provide the following additional information as it relates to your response to prior
comment 13:
•Describe in further detail the manual operations in fiscal 2019.  In this regard, explain
the sales team's involvement with your customers on a day-to-day basis and clarify
how that changed when your processes were automated.
•Clarify whether the processes that were previously performed manually are now
being conducted via the platform, and confirm, if true, that your involvement in the

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 April 28, 2021 Page 4
 FirstName LastName
Sagi Niri
Tremor International Ltd.
April 28, 2021
Page 4
purchase and sale of digital advertising inventory just switched from a human to the
platform.
•Tell us how the technological changes to your platform impacted both the sales
person and customer’s involvement in managing ad campaigns.  Specifically address
how the change from a manual to automatic process impacted your customer’s
involvement in targeting and placing advertisements, if at all.
•Explain further your policy for granting credits and inducements and clarify what is
meant by inducement.
•Tell us under what circumstances credits and inducements were granted in fiscal
2019 and describe any changes to your policies and procedures for granting such
incentives in fiscal 2020.
Note 22. Subsequent Events, page F-53
12.We note that upon effectiveness of this offering, your CEO, COO and CFO will receive
cash bonuses as well as RSU and PSU awards.  Please revise to include a discussion of
these awards and the estimated financial effect.  Refer to IAS 10.21.  Also, tell us your
consideration to include pro forma per share information in your Summary Consolidated
Financial and Other Data table, reflecting the additional compensation that will be paid
upon effectiveness of this offering.  Refer to Article 11-01(a)(8) of Regulation S-X.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
April 5, 2021
Sagi Niri
Chief Financial Officer and Director
Tremor International Ltd.
Hashmonaim 121, 2nd Floor
Tel Aviv, 6713328, Israel
Re:Tremor International Ltd.
Draft Registration Statement on Form F-1
Submitted March 11, 2021
CIK No. 0001849396
Dear Mr. Niri:
            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
Prospectus Summary, page 1
1.Please revise to provide equal discussion about the full-year 2020 along with the full-year
2019 throughout the filing.  In this regard, we note you refer to results and information for
the six-months ended June 30, 2020 and the six-months ended December 31, 2020.  Please
balance these discussions by including similar information for the full fiscal years.
2.You disclose here and elsewhere in the document that you have over approximately 1,000
active customers.  However, we note from your disclosure on page 61 that actual active
customers decreased from 931 in 2019 to 889 in 2020.  Please revise this disclosure to
more accurately reflect your total number of active users.

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3.You disclose that you have approximately 1,500 publishers and 800 unique users.  Please
revise to define these terms, and to disclose the actual number of publishers and unique
users for each period presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators and Other Operating Metrics, page 57
4.We note your discussion of CTV revenue and video revenue, including the percentage of
total programmatic revenue that each represent.  However, we note the sum of such
revenues does not equal total programmatic revenue for either period.  Further, we are
unable to recalculate the disclosure on page 6 regarding video, CTV, and mobile video
revenue as a percentage of total revenue from the information provided.  Please revise to
clarify how video, CTV, and mobile revenue relate to each other and to programmatic and
performance revenue, as reported, and how you determined the various percentages and
dollar amounts you disclose. Also, explain why you have chosen to disclose and discuss
these two revenue streams separately from either your total revenue or your programmatic
and performance revenues. Lastly, consider providing tabular disclosure showing the
breakdown of these types of revenue to better clarify and support the various percentages
and metrics you provide.
5.Your presentation of Net revenue includes an adjustment for programmatic media costs
that are included in revenue in fiscal 2019.  You also include adjustments for traffic
acquisition costs to both fiscal 2019 and 2020. Similarly, you present non-IFRS cost of
revenue, excluding the media costs in fiscal 2019.  Please explain to us why you believe
these non-IFRS measures do not substitute individually tailored revenue recognition and
cost of revenue methods for IFRS measures or revise to remove such measures throughout
your filing.  Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure
Interpretations (C&DIs) and Rule 100(b) of Regulation G.   Also, since your non-IFRS
measures of Adjusted EBITDA Margin and Average net revenue per active customer use
Net revenue in the calculations, these measures should be revised to comply with the non-
GAAP guidance. Refer to Item 10(e)(4)(ii) of Regulation S-K.  Similarly, your discussion
of net revenue (including CTV and Video net revenue) and net revenue growth in the
prospectus summary and elsewhere should be revised accordingly.
6.Please reconcile your non-GAAP measure of adjusted EBITDA to the most directly
comparable GAAP measure of net income.  Refer to Question 103.02 of the non-GAAP
C&DIs.  Alternatively, consider changing the name of this measure to, for example, non-
GAAP operating profit (loss).  In this regard, it appears that you do not adjust this
measure for interest expense or taxes, which are implied by the name "EBITDA."
7.We note you present Adjusted EBITDA Margin throughout the filing without presenting
the most directly comparable IFRS measure of net profit margin with equal or greater
prominence.  Similarly, we note you include discussions of period-over-period changes in
adjusted EBITDA without presenting a discussion of the most directly comparable IFRS
measure with equal or greater prominence. Please revise your disclosures throughout the

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filing as necessary.  Refer to Question 102.10 of the Non-GAAP C&DIs and Item
10(e)(1)(i)(A) of Regulation S-K.
8.We note you consider the non-IFRS measure Net cash to be a performance measure.  As
this is reconciled to cash and cash equivalents, an indicator of your liquidity, please
explain further how you determined that this is a measure of your financial and operating
performance and not a measure of your liquidity.  Further, it appears that you have short-
term interest bearing lease liabilities.  Please explain why these are not excluded from this
measure as the definition implies. Lastly, please clarify what this measure is intended to
convey and revise to explain how this information is useful to investors. Refer to Item
10(e)(i)(C) of Regulation S-K.
9.If you continue to include Net cash in your filing, please revise to present the most
comparable IFRS measure with equal or greater prominence everywhere this measure is
presented.  Refer to Question 102.10 of the Non-GAAP C&DIs and Item 10(e)(1)(i)(A) of
Regulation S-K.  Further, revise to rename this measure as the title “Net cash” is similar to
net cash as discussed in your Liquidity section and as shown on the face of your Statement
of Cash Flows.  Refer to Item 10(e)(ii)(E) of Regulation S-X.
Key Operating Metrics, page 61
10.Please revise to clarify how you define and calculate net revenue retention rate.  In this
regard,  explain which of your revenue streams are considered to be "recurring" and
therefore, factored into this metric.  To the extent this measure is not based on all revenue
streams, revise to explain why.  Also, clarify what is meant by "revenue retained from
existing customers in a defined period of time."  For instance, disclose whether you start
with revenue for all recurring revenue customers from a prior period end and compare that
to revenue from the same set of customers as of the current period end and clarify what
periods were used.  Lastly, explain what this measure is intended to represent and whether
customer attrition and/or renewal is reflected in such measure.
JOBS Act, page 74
11.You state that you have elected to take advantage of the extended transition period for
new or revised accounting pronouncements.  As IFRS does not have separate adoption
dates for public and private companies, please explain further this election or revise your
disclosures as necessary.
Description of Share Capital and Articles of Association
Exclusive Forum, page 113
12.We note that your forum selection provision identifies the federal district courts of the
United States of America as the exclusive forum for claims arising under the Securities
Act. Please revise here or in your risk factor section to highlight enforceability concerns
arising from the fact that Section 22 of the Securities Act creates concurrent jurisdiction in
federal and state courts over all suits brought to enforce any duty or liability created by the

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Securities Act or the rules and regulations thereunder. Additionally, state that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.
Notes to Consolidated Financial Statements
Note 3: Significant Accounting Policies
k. Revenue Recognition, page F-19
13.We note that prior to fiscal 2020 you recognized revenue from your Programmatic
activities on a gross basis, and beginning in fiscal 2020 you began recognizing such
revenue net of programmatic media costs. Please provide us with a detailed analysis of
how you considered the guidance in paragraphs B34 – B38 of IFRS 15 in determining that
you were principal in these arrangements in fiscal 2019 and agent in fiscal 2020.  At a
minimum, ensure your response addresses the following:
•how the company’s manual operations in the execution process impacted your
analysis and the specific guidance considered;
•why the accounting changed in fiscal 2020 when the Rhythm acquisition was
consummated in April 2019 and how integration of such business is relevant to your
analysis;
•how the terms of each of your arrangements (both demand side supply side
customers) support your accounting; and
•whether there were any changes in the terms of the arrangements from fiscal 2019 to
fiscal 2020.
14.You state that you typically invoice buyers at the end of each month for the full purchase
price of ad impressions monetized in that month.  Please revise to clarify how
monetization is determined for each of your pricing solutions (e.g. percentage of spend,
flat fees and CPM).
l. Classification of expenses, page F-21
15.We note you present a measure of gross profit on the face of your Statement of Operation
and Other Comprehensive Income. Please clarify whether any amortization or
depreciation expense directly attributable to cost of sales is included in gross profit. To the
extent you do not allocate any depreciation and amortization to cost of revenue, you
should remove the gross profit subtotal and relabel the cost of revenue line item to
indicate that it excludes depreciation and amortization.  Refer to SAB Topic 11B.
Note 7. Intangible Assets, Net, page F-34
16.You state that your qualitative assessment during the years ended December 31, 2020, and
2019, did not indicate that it is more likely than not that the fair value of its goodwill is
less than the aggregate carrying amount.  Please explain further your reference to a
"qualitative assessment." Tell us how you considered the guidance in paragraphs 10 and
90 of IAS 36 and specifically address how you determined the recoverable amount of the

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cash-generating unit.  Also, tell us when you perform your goodwill impairment analysis
and confirm that such evaluation is done at the same time each year.  Refer to IAS 36.96.
Lastly, revise to include the disclosure required by IAS 36.134(a)-(f) or explain why you
believe such disclosure in not necessary.
Exhibits
17.Please file your material leases, employment agreements, and deposit agreement between
the registrant, the depositary and holders of the American Depositary Shares as exhibits to
the registration statement. See Item 601(b)(4) and (10) of Regulation S-K.
General
18.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Brittany Ebbertt, Senior Staff Accountant, (202) 551-3572 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Alexandra Barone, Staff
Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology