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United States Securities and Exchange Commission Form Table of Contents As filed with the U.S. Securities and Exchange Commission on May 16, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fiverr International Ltd. (Exact Name of Registrant as Specified in its Charter) State of Israel 7370 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Classification Code Number) Identification No.) Organization) Fiverr International Ltd. 8 Eliezer Kaplan St, Tel Aviv 6473409, Israel +972-72-2280910 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) C T Corporation System 28 Liberty Street New York, NY 10005 (212) 894-8940 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Marc D. Jaffe Itay Frishman David J. Goldschmidt Eran Yaniv Ian D. Schuman Shachar Hadar Yossi Vebman Sharon Rosen Joshua G. Kiernan Miri Shalit Ryan J. Dzierniejko Fischer Behar Chen Well, Adam J. Gelardi Elad Ziv Skadden, Arps, Slate, Meagher & Orion & Co. Latham & Watkins LLP Meitar Liquornik Geva Leshem Tal Flom LLP 3 Daniel Frisch St. 885 Third Avenue 16 Abba Hillel Road Four Times Square Tel Aviv 6473104, Israel New York, New York 10022 Ramat Gan 5250608, Israel New York, New York 10036 Tel: +972 (3) 694-4111 Tel: (212) 906-1200 Tel: +972 (3) 610-3100 Tel: (212) 735-3000 Fax: +972 (3) 609-1116 Fax: (212) 751-4864 Fax: +972 (3) 610-3111 Fax: (212) 735-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ý If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o CALCULATION OF REGISTRATION FEE Proposed maximum Title of each class of securities aggregate offering Amount of to be registered price(1)(2) registration fee Ordinary shares, no par value $100,000,000 $12,120 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes ordinary shares that may be sold upon exercise of the underwriters' option to purchase additional ordinary shares. See "Underwriting." The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Table of Contents Table of Contents Table of Contents Table of contents Summary 1 Risk factors 13 Special note regarding forward-looking statements 47 Use of proceeds 49 Dividend policy 50 Capitalization 51 Dilution 52 Selected consolidated financial and other data 54 Management's discussion and analysis of financial condition and results of operations 57 A letter from Micha 78 Community stories 80 Business 93 Management 112 Principal shareholders 131 Certain relationships and related party transactions 134 Description of share capital and articles of association 135 Shares eligible for future sale 142 Taxation and government programs 144 Underwriting 156 Expenses of the offering 163 Legal matters 164 Experts 165 Enforceability of civil liabilities 166 Where you can find additional information 168 Index to consolidated financial statements F-1 Through and including , 2019 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Neither we nor the underwriters have authorized anyone to provide information different from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. Neither we nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our ordinary shares means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these ordinary shares in any circumstances under which such offer or solicitation is unlawful. For investors outside the United States: Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. About this prospectus Except where the context otherwise requires or where otherwise indicated, the terms "Fiverr," the "Company," "we," "us," "our company" and "our business" refer to Fiverr International Ltd., together with its consolidated subsidiaries as a consolidated entity. i Table of Contents Basis of presentation Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). We present our consolidated financial statements in U.S. dollars. Our fiscal year ends on December 31 of each year. References to fiscal 2017 and 2017 are references to the fiscal year ended December 31, 2017, and references to fiscal 2018 and 2018 are references to the fiscal year ended December 31, 2018. Some amounts in this prospectus may not total due to rounding. All percentages have been calculated using unrounded amounts. Throughout this prospectus, we provide a number of key performance indicators used by our management and often used by competitors in our industry. These and other key performance indicators are discussed in more detail in the section entitled "Management's discussion and analysis of financial condition and results of operations—Key financial and operating metrics." We define certain terms used in this prospectus as follows: • "Active buyers" as of any given date means buyers who have ordered a Gig on Fiverr within the last 12-month period, irrespective of cancellations. • "Active sellers" as of any given date means sellers who have sold a Gig on Fiverr within the last 12-month period. • "Buyers" means users who order Gigs on Fiverr. • "Gig" or "Gigs" means the services offered on Fiverr. • "Gross Merchandise Value" or "GMV" means the total value of transactions processed through our platform, excluding value added tax, goods and services tax, service chargebacks and refunds. • "Sellers" or "freelancers" means users who offer Gigs on Fiverr. • "Spend per buyer" as of any given date is calculated by dividing our GMV within the last 12-month period by the number of active buyers as of such date. • "Take rate" for a given period means revenue for such period divided by GMV for such period. When we refer in this prospectus to a specific number of buyers or sellers, this represents unique buyers or sellers, as appropriate, who transact on our platform. Market and industry data Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including a 2016 McKinsey study "Independent Work Choice: Necessity, and the Gig Economy" (the "McKinsey Independent Work Study"), information from other independent industry analysts and publications, as well as our own estimates and research. Our estimates are derived from publicly available information released
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