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Global-E Online Ltd

For the period ended Dec 31, 2023. Filed Mar 28, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 28, 2024

GLBE$42.97-0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number 001-40408

Global-E Online Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s Name Into English)

State of Israel

(Jurisdiction of Incorporation or Organization)

9 HaPsagot Street,

Petah Tikva 4951041, Israel

(Address of Principal Executive Offices)

Amir Schlachet

Chief Executive Officer

Telephone: +972-73-2605078

Email: amir@global-e.com

Global-E Online Ltd.

9 HaPsagot Street

Petah Tikva 4951041, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act.

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, no par valueGLBEThe Nasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report. As of December 31, 2023, the issuer had outstanding 165,773,914 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes☐ No ☒

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒ Large accelerated filer☐ Accelerated filer☐ Non-accelerated filer☐ Emerging growth company

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒ U.S. GAAP☐ International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ No☒

CONTENTS

BASIS OF PRESENTATION1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3
PART I6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE6
ITEM 3. KEY INFORMATION6
A. [RESERVED]6
B. Capitalization and Indebtedness6
C. Reasons for the Offer and Use of Proceeds7
D. Risk Factors7
ITEM 4. INFORMATION ON THE COMPANY50
A. History and Development of the Company50
B. Business Overview51
C. Organizational Structure71
D. Property, Plants and Equipment73
ITEM 4A. UNRESOLVED STAFF COMMENTS73
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS73
A. Operating Results80
B. Liquidity and Capital Resources83
C. Research and Development, Patents and Licenses, Etc.85
D. Trend Information86
E. Critical Accounting Estimates86
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES89
A. Directors and Senior Management89
B. Compensation92
C. Board Practices96
D. Employees108
E. Share Ownership109
F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation109
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS109
A. Major Shareholders109
B. Related Party Transactions112
C. Interests of Experts and Counsel115
ITEM 8. FINANCIAL INFORMATION115
A. Consolidated Statements and Other Financial Information115
B. Significant Changes116
ITEM 9. THE OFFER AND LISTING116
A. Offer and Listing Details116
B. Plan of Distribution116
C. Markets116
D. Selling Shareholders116
E. Dilution116
F. Expenses of the Issue116
ITEM 10. ADDITIONAL INFORMATION117
A. Share Capital117
B. Memorandum and Articles of Association117
C. Material Contracts117
D. Exchange Controls117
E. Taxation117
F. Dividends and Paying Agents124
G. Statement by Experts124
H. Documents on Display124
I. Subsidiary Information125
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK125
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES126
PART II126
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES126
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS126
ITEM 15. CONTROLS AND PROCEDURES126
ITEM 16. [RESERVED]127
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT127
ITEM 16B. CODE OF ETHICS127
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES128
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES129
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS129
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT129
ITEM 16G. CORPORATE GOVERNANCE129
ITEM 16H. MINE SAFETY DISCLOSURE130
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS130
ITEM 16J. INSIDER TRADING POLICIES130
ITEM 16K. CYBERSECURITY130
PART III131
ITEM 17. FINANCIAL STATEMENTS131
ITEM 18. FINANCIAL STATEMENTS131
ITEM 19. EXHIBITS.132
SIGNATURES133
INDEXF-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.