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United States securities and exchange commission logo
February 6, 2023
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re: ODDITY Tech Ltd.
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted January
9, 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. 4 to Draft Registration Statement on Form F-1, submitted
on January 9, 2023
Cover Page
1. Please disclose on the
prospectus cover page whether your offering is contingent upon
final approval of your
Nasdaq listing. Please ensure the disclosure is consistent with your
underwriting agreement.
Oran Holtzman
FirstName LastNameOran Holtzman
ODDITY Tech Ltd.
Comapany6,NameODDITY
February 2023 Tech Ltd.
February
Page 2 6, 2023 Page 2
FirstName LastName
Key Operating and Non-GAAP Financial Measures
Non-GAAP Financial Measures, page 87
2. Please provide disclosure under Adjusted Operating Income and Adjusted
Net
Income, similar to disclosure provided under Adjusted EBITDA,
regarding 1) that these
non-GAAP measures have limitations and should not be considered as a
substitute for or
in isolation from, the financial results prepared in accordance with
U.S. GAAP and 2)
other companies may calculate these measures differently or not at
all, which reduces their
usefulness as comparative measures.
3. Your revised disclosure states Order billings represents amounts
invoiced to customers,
excluding amounts invoiced for products that have not shipped and
invoices for products
that are subject to a product trial period as of the last day of the
measurement period.
Please tell us why the amounts invoiced to customers as a metric is
adjusted to exclude
amounts invoiced for products that have not shipped and invoices for
products that are
subject to a product trial period. In addition, to the extent
material, provide quantitative
information regarding these excluded items.
Oddity Tech Ltd. and its Subsidiaries
Consolidated Financial Statements
Note 16. Subsequent Events, page F-28
4. We have read your response to our prior comment 5. In assessing
whether the Company s
digital securities offerings result in the Company having a
safeguarding liability to its
customers, please address the following in your response:
The terms of your agreement with Securitize LLC, particularly your
payment
obligations for their services, the specific terms that require
the digital securities to be
redeemed and decommissioned, and the restrictions on transfer of
the digital
securities;
Your involvement in the digital securities purchase transaction,
including the flow of
cash from the initial purchase of the digital securities to the
set up of individual
accounts by Securitize LLC as well as your involvement in ongoing
reporting and
customer service of the customer's digital securities holdings;
Tell us whether Securitize LLC is acting as your agent and provide
the analysis
supporting your conclusion;
Tell us what agreements the digital security purchaser/owner has
with you and/or
Securitize LLC, including the rights and obligations included
within those
agreements;
Tell us in more detail how the purchaser of the digital securities
obtains access to the
Securitize LLC portal. For example, clarify whether the purchaser
of the digital
securities is required to open an account with Securitize LLC to
access the portal or
whether it is accessed through an Application Programming
Interface that the
Company provides. As part of your response, please indicate
whether there are any
agreements the purchaser is required to enter into in order to
access the portal and
Oran Holtzman
ODDITY Tech Ltd.
February 6, 2023
Page 3
whether there are any fees incurred by the purchaser for any services
that may be
provided by Securitize LLC (custody, recordkeeping, transfers,
purchase of other
digital securities, etc.);
Tell us what risks exist if the digital securities issued by you
are stolen prior to
redemption; and
Tell us if the investors may use the portal managed by Securitize
to
purchase other digital securities and, if so, how that process
differs from the digital
securities issued by you.
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
February 6, 2023 Page 3
cc: Alison A. Haggerty, Esq.
FirstName LastName