SecProbe.io

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.

 FirstName LastNameOran Holtzman
 Comapany NameODDITY Tech Ltd.
 February 6, 2023 Page 2
 FirstName LastName
Oran Holtzman
ODDITY Tech Ltd.
February 6, 2023
Page 2
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

 FirstName LastNameOran Holtzman
 Comapany NameODDITY Tech Ltd.
 February 6, 2023 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alison A. Haggerty, Esq.