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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

For the fiscal year ended December 31,2024

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, 2024, the issuer had outstanding 169,131,268 ordinary shares.

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

Yes ☒ No ☐

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.

Yes ☒ No☐

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).

Yes ☒No☐

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 STATEMENTS2
PART I5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE5
ITEM 3. KEY INFORMATION5
A. [RESERVED]5
B. Capitalization and Indebtedness5
C. Reasons for the Offer and Use of Proceeds5
D. Risk Factors5
ITEM 4. INFORMATION ON THE COMPANY40
A. History and Development of the Company40
B. Business Overview40
C. Organizational Structure59
D. Property, Plants and Equipment59
ITEM 4A. UNRESOLVED STAFF COMMENTS59
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS59
A. Operating Results66
B. Liquidity and Capital Resources69
C. Research and Development, Patents and Licenses, Etc.71
D. Trend Information71
E. Critical Accounting Estimates72
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES73
A. Directors and Senior Management73
B. Compensation75
C. Board Practices79
D. Employees89
E. Share Ownership90
F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation90
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS90
A. Major Shareholders90
B. Related Party Transactions92
C. Interests of Experts and Counsel94
ITEM 8. FINANCIAL INFORMATION94
A. Consolidated Statements and Other Financial Information94
B. Significant Changes95
ITEM 9. THE OFFER AND LISTING95
A. Offer and Listing Details95
B. Plan of Distribution95
C. Markets95
D. Selling Shareholders95
E. Dilution96
F. Expenses of the Issue96
ITEM 10. ADDITIONAL INFORMATION96
A. Share Capital96
B. Memorandum and Articles of Association96
C. Material Contracts96
D. Exchange Controls96
E. Taxation97
F. Dividends and Paying Agents103
G. Statement by Experts103
H. Documents on Display103
I. Subsidiary Information103
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK103
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II104
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES104
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS104
ITEM 15. CONTROLS AND PROCEDURES104
ITEM 16. [RESERVED]105
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT105
ITEM 16B. CODE OF ETHICS105
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES105
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES106
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS106
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT106
ITEM 16G. CORPORATE GOVERNANCE106
ITEM 16H. MINE SAFETY DISCLOSURE106
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS106
ITEM 16J. INSIDER TRADING POLICIES107
ITEM 16K. CYBERSECURITY107
PART III108
ITEM 17. FINANCIAL STATEMENTS108
ITEM 18. FINANCIAL STATEMENTS108
ITEM 19. EXHIBITS109
SIGNATURES110
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.