SEC Comment Letter 0000000000-23-002686 to Oddity Tech Ltd (ODD) (CIK 0001907085) (ODD)
Oddity Tech Ltd (ODD) (CIK 0001907085)
Date: March 17, 2023 · CIK: 0001907085 · Accession: 0000000000-23-002686
AI Filing Summary & Sentiment
Letter
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.
FirstName LastNameOran Holtzman Comapany NameODDITY Tech Ltd. March 17, 2023 Page 2 FirstName LastNameOran Holtzman ODDITY Tech Ltd. March 17, 2023 Page 2 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.
FirstName LastNameOran Holtzman Comapany NameODDITY Tech Ltd. March 17, 2023 Page 3 FirstName LastName 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, Division of Corporation Finance Office of Industrial Applications and Services cc: Alison Haggerty
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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.
FirstName LastNameOran Holtzman
Comapany NameODDITY Tech Ltd.
March 17, 2023 Page 2
FirstName LastNameOran Holtzman
ODDITY Tech Ltd.
March 17, 2023
Page 2
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.
FirstName LastNameOran Holtzman
Comapany NameODDITY Tech Ltd.
March 17, 2023 Page 3
FirstName LastName
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,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Alison Haggerty