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United States securities and exchange commission logo
July 13, 2023
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re: ODDITY Tech Ltd.
Amendment No. 1 to
Registration Statement on Form F-1
Filed July 10, 2023
File No. 333-272890
Dear Oran Holtzman:
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.
Unless we note
otherwise, our references to prior comments are to comments in our June
22, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1, filed July 10,
2023
The Offering, page 14
1. You state on page 16
that the information assumes or gives effect to a 15.396-for-one
forward split which
differs from the 14.396-for-one forward split disclosed in Note 1b to
the financial
statements. Please revise to consistently indicate the forward split ratio and
the share information
throughout the filing. In addition, please clarify in the filing if there
was a change in the
number of authorized Class A and Class B ordinary shares. In this
regard, we were not
able to recalculate retroactive shares on the balance sheet on pages F-
4 and F-34 considering
either the 15.396 or 14.396 forward split. If the forward split in the
financial statements is
incorrect, please revise throughout the financial statements and ask
the auditors to re-date
their opinion.
Oran Holtzman
ODDITY Tech Ltd.
July 13, 2023
Page 2
Capitalization, page 82
2. Please clearly state in footnote 1 on page 19, the Capitalization table
on page 82, and
throughout the filing, as applicable, the number of shares the Digital
Securities will
convert into as well as the conversion ratio.
Dilution, page 84
3. Please clarify to us how the 54,762,896 existing shares at March 31,
2023 was derived. In
addition, please confirm that there were no additional equity issuances
since March 31,
2023 other than as disclosed in your June 28, 2023 correspondence and
the 1,313,847
Class A ordinary shares issued in the Revela acquisition. If additional
equity was issued,
please provide an analysis of the difference between the fair value used
and the expected
initial public offering price.
Notes to the Financial Statements for the Year Ended December 31, 2022
Note 17- Subsequent Events, page F-31
4. Please revise to clarify if the acquisition of Revela has been accounted
for as a
business combination using the acquisition method of accounting or tell
us the
significance of the revision in the amendment to delete "business".
You may contact Sasha Parikh at 202-551-3627 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Joshua Gorsky at 202-551-7836 or Alan Campbell at 202-551-4224 with any
other
questions.
Sincerely,
FirstName LastNameOran Holtzman Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameODDITY Tech Ltd.
Services
July 13, 2023 Page 2
cc: Alison Haggerty
FirstName LastName