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United States securities and exchange commission logo
July 22, 2021
Eido Gal
Chief Executive Officer
Riskified Ltd.
220 5th Avenue, 2nd Floor
New York, NY 10001
Re: Riskified Ltd.
Amendment No. 1 to
Registration Statement on Form F-1
Filed July 19, 2021
File No. 333-257603
Dear Mr. Gal:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 Filed July 19,
2021
Recent Developments, page 18
1. Please revise to
include an analysis of expected cost of revenue for the period ended June
30, 2021, as compared
to the period ended June 30, 2020, including any trend information
that would be relevant
to an investor. Please discuss whether the trends evidenced in
the preliminary
financial results are consistent with the trends discussed in the
Management's Discussion
and Analysis of Financial Condition and Results of Operations.
Please also revise to
provide context for the ranges for each of operating loss and net loss.
Please note that when a
range is presented rather than a specific number, the range should
be sufficiently narrow
to be meaningful, and you should explain why you are not able to
disclose an exact
number.
Eido Gal
FirstName LastNameEido Gal
Riskified Ltd.
Comapany
July NameRiskified Ltd.
22, 2021
July 22,
Page 2 2021 Page 2
FirstName LastName
Risk Factors
"The dual class structure of our ordinary shares has the effect of...", page 62
2. Please disclose the percentage of outstanding shares that Class B
shareholders must keep
to continue to control the outcome of matters submitted to
shareholders for approval.
Please also disclose that any future issuances of Class B shares may
be dilutive to Class A
shareholders.
Principal and Selling Shareholders, page 172
3. Please disclose all natural persons that control Fidelity Management &
Research
Company LLC (footnote 5) and General Atlantic RK B.V. (footnote 6).
Please contact Cara Wirth at (202) 551-7127 or Jacqueline Kaufman at
(202) 551-
3797 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Marc D. Jaffe