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United States securities and exchange commission logo
March 30, 2022
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re: ODDITY Tech Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted March 15,
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. 1 to Draft Registration Statement on Form F-1
Risk Factors
Our results of operations could be adversely affected..., page 69
1. Please revise this risk
factor to disclose how many independent entrepreneurs you
currently have in
Ukraine, the types of services these individuals perform outside of
software development
and whether the ongoing conflict in Ukraine has had a material
impact on your
operations.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
81
2. We note your response
to prior comment 8. Please revise this section, where appropriate,
Oran Holtzman
FirstName LastNameOran Holtzman
ODDITY Tech Ltd.
Comapany
March NameODDITY Tech Ltd.
30, 2022
March2 30, 2022 Page 2
Page
FirstName LastName
to present your separate LTV and CAC calculations for new U.S.
customers acquired
during the year ended December 31, 2020.
Business
The Scarce Combination of Scale, Growth, and Profitability, page 94
3. We note your response to prior comment 17. We further note your
disclosure on page 95
indicating that your statement is based on Adjusted EBITDA as
disclosed in other
companies' public filings. Given that Adjusted EBITDA is a non-GAAP
financial
measure and may be calculated differently by other registrants, please
remove this
comparison.
An Expansive Customer Demographic, page 98
4. We note your response to prior comment 18 and your revised graphic on
page 98, which
now includes the percentages associated with each data point. We note
that the pie chart
demonstrating customers by geographic distribution contains
percentages that, in total,
exceed 100% and the chart demonstrating customers by skin tone
contains percentages
that, in total, do not add up to 100%. Please revise or provide
further explanation. If this
discrepancy is due to rounding, please include disclosure in this
regard.
Our Products, page 106
5. We note your response to prior comment 15 and revised disclosure.
Please revise in this
section, or elsewhere as appropriate, to clarify whether your formulas
are developed in-
house or sourced from third parties.
Incentive Plans with Respect to Spoiled Child, page 133
6. We note your response to prior comment 22 and re-issue. We note that
these incentive
arrangements appear to fall within the category of related party
transactions required to be
described pursuant to Item 7 of Form 20-F. In that regard, we note
that the arrangements
appear to be material both to the Company and to the related parties
involved.
Please describe the revenue thresholds and any other material terms
associated with the
incentive bonuses described in this section.
Note 2- Significant Accounting Policies
r. Revenue Recognition, page F-13
7. Please address the following with respect to your response to our
prior comment 26:
You confirm that you consider returns as variable consideration.
As such, we do not
believe that variable consideration for the amount that is
expected to be returned
should be presented on the face of your Consolidated Statement of
Comprehensive
Income. However, you could disclose the amount of variable
consideration in a note
to the financial statements. Accordingly, please revise or provide
us the accounting
literature you relied on to justify your presentation.
Oran Holtzman
ODDITY Tech Ltd.
March 30, 2022
Page 3
We acknowledge your revised disclosure on page F-13 regarding your
"Try Before
You Buy" program which appears to indicate some revenue may be
recognized prior
to the end of the trial period. You separately state in your response
that you fully
constrain the revenue until the end of the trial period. Your program
appears to fall
under ASC 606-10-55-88, which states that control of the products has
not transferred
to the customer at the time of shipment and the customer acceptance
criteria in ASC
10-25-30e has not been met. In addition, it is unclear that all of
the criteria in ASC
606-10-25-1 have been met at the time of shipment, in particular, the
collectability
criteria in ASC 606-10-25-1e. Thus, if any revenue has been
recognized during the
periods presented prior to the end of the trial period, please revise
the financial
statements accordingly or tell us why no revision is necessary. At a
minimum, please
clarify your accounting policy for your "Try Before You Buy" program.
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
March 30, 2022 Page 3
cc: Alison A. Haggerty, Esq.
FirstName LastName