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United States securities and exchange commission logo
August 11, 2022
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re: ODDITY Tech Ltd.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted July 26,
2022
CIK No. 0001907085
Dear Mr. Holtzman:
We have reviewed your amended 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 better 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
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1. We note your response
to prior comment 1 and your revised disclosure on page 9. We
reissue our comment in
part. Please revise your disclosure further to note that this material
weakness caused you to
restate your previously issued 2020 financial statements, as
indicated elsewhere in
the prospectus.
Management's Discussion and Analysis
Driving Customer Acquisition, Retention, and Repeat Purchases, page 83
2. Refer to our prior
comment number 3. Notwithstanding the comment below, please revise
your discussion on page
83 to precede your discussion of "total sales" with the
Oran Holtzman
FirstName LastNameOran Holtzman
ODDITY Tech Ltd.
Comapany
August 11, NameODDITY
2022 Tech Ltd.
August
Page 2 11, 2022 Page 2
FirstName LastName
comparable GAAP number. For example, include a table for Net Revenue
prior to the
table of "Total Sales". Revise your disclosure throughout the filing,
including revising the
discussion on page 107 under "Loyal Customer Behavior", to discuss
similar
measurements when referring to Net Revenue and "Total Sales".
Non-GAAP Financial Measures, page 85
3. Please confirm to us that Total Sales , as defined on page 85,
does not include
promotional discounts. In addition, since "Sales" is sometimes
interchangeable with
"Revenue" please revise the terminology to avoid confusion.
Notes to the Consolidated Financial Statements
Note 16- Subsequent Events, page F-28
4. We note your response to prior comment 10. Please respond to the
following:
In your response you indicate that you analyzed the digital
securities under ASC 815-
40 and because the occurrence of an IPO is not an input into the
pricing of a fixed-
for-fixed option on equity shares, you concluded the digital assets
should be
classified as a liability and measured at fair value with changes
through
earnings. Please explain in further detail how you concluded that
the occurrence of an
IPO was required to be evaluated as a settlement provision based on
the guidance in
ASC 815-40-15-7C through 15-7H as compared to the evaluation of a
contingent
exercise provision under paragraph ASC 815-40-15-7A through 15-7B.
Furthermore,
please explain in further detail how you considered the fact that
the strike price
(conversion price at the time of the IPO) appears to be based
solely on your stock
price at the time of the IPO. Please also refer to the guidance in
paragraphs 815-40-
55-26, 55-32 and 55-41.
Please tell us whether there is an explicit cap on the number of
shares that could be
required to be delivered upon conversion of the digital securities
immediately prior to
the closing of the IPO. If not, please tell us how you considered
the guidance in ASC
815-40-25-26.
5. We note the 648 digital securities issued in June 2022 are represented
by blockchain-
based digital tokens on a third-party operated platform and protocol
using the Ethereum
blockchain. Please tell us your consideration of Staff Accounting
Bulletin No. 121. As
part of your response, please specifically address the following:
Describe your role and the activities performed in connection with
the issuance,
maintenance, record keeping, and safeguarding of any
cryptographic key information
necessary to access the digital securities.
Describe the roles and activities performed by the third-party
operated platform and
any custodian that may be involved.
Describe the process that would take place if a holder wanted to
offer, sell or
otherwise transfer the digital securities, which would require
your consent. As part of
your response, please clarify how the digital assets would be
transferred, and by
whom, if consent was granted.
Oran Holtzman
ODDITY Tech Ltd.
August 11, 2022
Page 3
6. We acknowledge your response to our sixth bullet point of comment 10 in
which you state
you will provide a supplemental letter containing a summary of the
determination of the
fair value of the Class A ordinary shares that will be issued in your
IPO, and for which the
Digital Securities will be converted upon the IPO Conversion. We will
review the
response once it is submitted.
General
7. We note your response to prior comment 12 and revised disclosure. We
further note your
statement on the final graphic that "[Your] Competitive Advantage Grows
Every Day."
Please balance this statement with a brief description of your
competitive challenges.
Alternatively, please remove this statement.
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
Comapany NameODDITY Tech Ltd.
Office of Life
Sciences
August 11, 2022 Page 3
cc: Alison A. Haggerty, Esq.
FirstName LastName