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United States securities and exchange commission logo
June 22, 2023
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re: ODDITY Tech Ltd.
Amendment No. 8 to
Draft Registration Statement on Form F-1
Submitted June 8,
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. 8 to Draft Registration Statement on Form F-1
Recent Developments
Estimated Selected Preliminary Results for the Three Months Ended June
30, 2023 (unaudited),
page 8
1. With regard to the
reconciliation for the three months ended June 30, 2023 of estimated
Operating Income to
Adjusted EBITDA, please address the following:
Tell us why it is
appropriate to adjust for Taxes on income as that amount is not
included in either
Operating income or Adjusted EBITDA.
The reconciliation
to Adjusted EBITDA should be from the most directly comparable
GAAP measure, which
appears to be Net Income. If you are unable to estimate Net
Income, please tell
us why the terminology "Adjusted EBITDA" is consistent with
Oran Holtzman
ODDITY Tech Ltd.
June 22, 2023
Page 2
the Non-GAAP C&DI Question 100.05.
Management's Discussion and Analysis
Non-GAAP Financial Measures, page 92
2. We read your response and revised disclosures to our previous comment 1
and continue to
believe that the non-GAAP adjustment for the founders' incentive plan is
inconsistent with
the guidance under Question 100.01 of the Non-GAAP Financial Measures
Compliance
and Disclosure Interpretation as it is a recurring (i.e. over multiple
periods) cash expense
related to growing your business as a result of such incentive bonuses
being provided due
to the revenues generated from Spoiled Child. As such, please revise
accordingly.
Founder Option Agreements, page 163
3. Please revise your disclosure here to clarify whether each of Mr.
Holtzman and Ms.
Holtzman-Erel will be granted option awards for 257,188 Class A ordinary
shares or
whether both Mr. Holtzman and Ms. Holtzman-Erel will be granted option
awards for
a total of 257,188 Class A ordinary shares to be divided between them.
Please also
disclose the exercise price of the option awards.
Notes to Consolidated Financial Statements for the Three Months Ended March 31,
2023
Note 11: Subsequent Events, page F-45
4. Please disclose the anticipated accounting treatment for the acquisition
of Revela Inc.
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 22, 2023 Page 2
cc: Alison Haggerty
FirstName LastName