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United States securities and exchange commission logo
March 17, 2023
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re: ODDITY Tech Ltd.
Amendment No. 5 to
Draft Registration Statement on Form F-1
Submitted February
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. 5 to Draft Registration Statement on Form F-1
Prospectus Summary
Who We Are, page 1
1. We note your claim here
and elsewhere that you are transforming the global beauty and
wellness market as well
as your statement that your brands and services "innovate and
disrupt" this market.
Please revise to provide the bases for these statements and to explain
how your brands are
transforming, and have innovated and disrupted, the global beauty
and wellness market. In
that regard, we note your statement elsewhere that IL MAKIAGE
comprises less than 2%
of the total beauty market in the United States. To the extent these
claims are
aspirational, please so state.
Oran Holtzman
FirstName LastNameOran Holtzman
ODDITY Tech Ltd.
Comapany
March NameODDITY Tech Ltd.
17, 2023
March2 17, 2023 Page 2
Page
FirstName LastName
2. We note your statement that you believe SpoiledChild is one of the
most successful direct-
to-consumer brand launches to date based on its rapid revenue scaling
in its first 12
months. Please revise the Prospectus Summary, where appropriate, to
disclose
SpoiledChild's revenues.
Key Operating Measure, page 86
3. We have considered your response to comment 3 and it appears your
metric Order
billings, as currently presented, is not appropriate.
4. Please tell us why each of the following are not considered to be key
operating measures
or metrics:
net revenue repeat purchase rate,
average order value,
net revenue from unpaid sources and paid sources, and
number of active customers.
To the extent that an existing regulatory disclosure framework does
not exist for the above
measures, such as the guidance relating to Non-GAAP, please include
the following
additional disclosures for all key operating measures or metrics
disclosed in the filing:
a clear definition of the metric and how it is calculated,
the reasons why the metric is useful to investors,
how management uses the metric, and
whether there are estimates or assumptions underlying the metric
or its calculation,
and if so, whether disclosure of these estimates or assumptions is
necessary.
Non-GAAP Financial Measures, page 87
5. Please revise to present your discussion of Non-GAAP Financial
Measures, which begins
on page 86, to follow your discussion of Results of Operations, which
begins on page 89.
Business
Loyal Customer Behavior, page 112
6. We note your disclosure on page 112 stating that your
"technology-powered, data-centric
model" has the "additional benefit of increasing [y]our hit rate of
success and derisking
downside potential of every dollar of capital [you] deploy." Please
revise your disclosure
to quantify how your model has allowed you to achieve these
objectives. To the extent
this statement is based on management's belief, please so state.
Oddity Tech Ltd. and its Subsidiaries
Consolidated Financial Statements
Note 16- Subsequent Events, page F-28
7. We are continuing to evaluate your response to prior comment 4
relating to the digital
securities.
Oran Holtzman
ODDITY Tech Ltd.
March 17, 2023
Page 3
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 Josh 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
March 17, 2023 Page 3
cc: Alison Haggerty
FirstName LastName