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United States securities and exchange commission logo
June 1, 2023
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re: ODDITY Tech Ltd.
Amendment No. 7 to
Draft Registration Statement on Form F-1
Submitted May 23,
2023
CIK No. 0001907085
Dear Oran 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. 7 to Draft Registration Statement on Form F-1, submitted
May 23, 2023
Management's Discussion and Analysis
Non-GAAP Financial Measures, page 90
1. We note your response
to prior comment 8. It appears that the non-GAAP adjustments for
one-time bonuses,
founders' incentive plan and new brand launch are inconsistent with the
guidance under Question
100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretation. Please explain further why you believe employee costs in
connection with the
build out of your executive team and incentives and costs incurred
with respect to the
launch of SpoiledChild, are not normal cash operating costs of
maintaining and growing
your business whether it be related to going public or new brand
launch. Alternatively,
revise to remove such adjustments.
Oran Holtzman
ODDITY Tech Ltd.
June 1, 2023
Page 2
Founder's Letter
ODDITY LABS is Bringing AI-Based Molecule Discovery to Beauty and Wellness,
page 107
2. We note your response to prior comment 10 and reissue in part. Please
clarify what you
mean when you state your belief that you will "redefine product
efficacy."
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
June 1, 2023 Page 2
cc: Alison Haggerty
FirstName LastName