March 5, 2020

Shlomi Ben Haim
Chief Executive Officer
JFrog Ltd.
270 E. Caribbean Drive
Sunnyvale, CA 94089

       Re: JFrog Ltd.
           Draft Registration Statement on Form S-1
           Submitted February 7, 2020
           CIK No. 0001800667

Dear Mr. Ben Haim:

       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
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

Draft Registration Statement on Form S-1

Prospectus Summary, page 1

1.     When discussing non-GAAP financial measures, please ensure that such
       is accompanied by the corresponding GAAP measure with equal or greater
       For example, you refer to positive free cash flow for the last five
years, but do not provide
       a similar reference to the corresponding GAAP measure. Please revise.
Refer to Question
       102.10 of the Non-GAAP Compliance and Disclosure Interpretations.
2.     You disclose that 20 of the top 25 financial services organizations, 9
out of the top 10
       technology organizations, and 8 out of the 10 retail organizations in
the Fortune 500 have
       adopted JFrog. Please provide further context regarding the nature of
these relationships
       and explain whether these customers together represent a material
portion of your revenue
 Shlomi Ben Haim
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JFrog Ltd.
Comapany NameJFrog Ltd.
March 5, 2020
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         or are among the customers that had ARR of at least $1.0 million as of
December 31,
Market Opportunity, page 5

3.       You calculate your current market opportunity to be approximately $22
billion based on
         estimates of the total number of organizations globally. Given that
the company generates
         revenue primarily from the United States and Israel, please disclose
the material
         assumptions and limitations of calculating your market opportunity
based on all
         organizations in all industries globally.
Management's Discussion and Analysis of Financial Condition and Results of
Business Model, page 64

4.       Please define your references to customers and clarify whether they
include only paying
         customers or also users of your free, freemium and open source
Factors Affecting Our Performance, page 66

5.       You state that free access helps generate demand for your paid
offerings and users of your
         free trials, freemium offerings and open source software options
provide low-friction
         points of entry for prospective customers who often upgrade to paid
and higher-tiered
         subscriptions. Please tell us whether you use any metrics to monitor
the extent to which
         you are able to convert free access users to paying customers, and if
so, provide
         quantitative disclosure of such metrics for the periods presented.
Refer to Item 303(a)(3)
         of Regulation S-K and Section III.B.1 of SEC Release 33-8350.
6.       We note that your net dollar and gross dollar retention rate measures
are based on annual
         recurring revenue (ARR) for a set of customers. Please clarify whether
ARR for these
         calculations is the same as for the cohort analysis discussed on page
68 or revise to
         explain how you determine ARR for these measures. Tell us whether ARR
         monthly subscription arrangements and, if so, explain your basis for
annualizing revenue
         derived from monthly customers. Lastly, with regards to the gross
dollar retention rate
         amounts that you intend to provide, please ensure that you include the
actual amount as of
         both December 31, 2018 and 2019 separately rather than stating such
amounts were above
         a certain percentage.
7.       Please disclose the number of customers with an ARR of at least $1.0
million as of
         December 31, 2018.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-12

8.       You disclose that revenues from SaaS arrangements are recognized based
on usage as the
         usage occurs over the contract period. Please clarify the billing and
timing of revenue
 Shlomi Ben Haim
JFrog Ltd.
March 5, 2020
Page 3
         recognition for your SaaS subscriptions with minimum annual usage
commitments. In
         your response, tell us the amount of revenues related to such
arrangements. Refer to
         paragraphs 50-9 and 50-12 of ASC 606-10-50.
9.       You disclose that subscriptions are offered on either an annual or
monthly term. Please
         describe the reasons for the significant non-current deferred revenue
balance. Refer to
         ASC 606-10-50-9.
10.      On page 21 you state that certain of your self-managed products are
sold with perpetual
         licenses. Please tell us whether you also offer term licenses for
self-managed products. If
         so, tell us the amount of revenue recognized related to term licenses
and the related
         subscriptions for each period presented. Also, describe your
determination for the
         allocation of transaction price between the license and the support
and maintenance
         contracts and provide us with the percentage allocation for each.
Refer ASC 606-10-32-
         31 through 32-25.
Note 11. Subsequent Events, page F-31

11.      Please disclose any share-based issuances subsequent to the most
recent balance sheet
         date and the expected financial statement impact, if material. As part
of your response,
         provide us with a breakdown of all stock options granted during fiscal
2019 and to date in
         fiscal 2020 and include the fair value of the underlying ordinary
shares used to value such
         awards. To the extent there were any significant fluctuations in the
fair values from
         period-to-period, please describe for us the factors that contributed
to these fluctuations,
         including any intervening events within the company or changes in your
         assumptions or methodology. Refer to ASC 855-10-50-2.

12.      Please disclose the source of the following assertions in your
           You provide a leading CRM platform (pages 1, 63 and 84); and
           You pioneered a new, systematic, and automated approach to package
             (page 90).
13.    Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameShlomi Ben Haim
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany NameJFrog Ltd.
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
March not they Page 3 copies of the communications.
       5, 2020 retain
FirstName LastName
 Shlomi Ben Haim
FirstName LastNameShlomi Ben Haim
JFrog Ltd.
Comapany NameJFrog Ltd.
March 5, 2020
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FirstName LastName
       You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 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 Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other


                                                         Division of
Corporation Finance
                                                         Office of Technology
cc:      Allison Berry Spinner, Esq.