SEC Comment Letter 0000000000-23-005814 to Oddity Tech Ltd (ODD) (CIK 0001907085) (ODD)
Oddity Tech Ltd (ODD) (CIK 0001907085)
Date: June 1, 2023 · CIK: 0001907085 · Accession: 0000000000-23-005814
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo June 1, 2023 Oran Holtzman Chief Executive Officer ODDITY Tech Ltd. 8 Haharash Street Tel Aviv-Jaffa, 6761304, Israel Re:ODDITY Tech Ltd. Amendment No. 7 to Draft Registration Statement on Form F-1 Submitted May 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. 7 to Draft Registration Statement on Form F-1, submitted May 23, 2023 Management's Discussion and Analysis Non-GAAP Financial Measures, page 90 1.We note your response to prior comment 8. It appears that the non-GAAP adjustments for one-time bonuses, founders' incentive plan and new brand launch are inconsistent with the guidance under Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation. Please explain further why you believe employee costs in connection with the build out of your executive team and incentives and costs incurred with respect to the launch of SpoiledChild, are not normal cash operating costs of maintaining and growing your business whether it be related to going public or new brand launch. Alternatively, revise to remove such adjustments.
FirstName LastNameOran Holtzman Comapany NameODDITY Tech Ltd. June 1, 2023 Page 2 FirstName LastName Oran Holtzman ODDITY Tech Ltd. June 1, 2023 Page 2
Founder's Letter ODDITY LABS is Bringing AI-Based Molecule Discovery to Beauty and Wellness, page 107 2.We note your response to prior comment 10 and reissue in part. Please clarify what you mean when you state your belief that you will "redefine product efficacy." 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 Haggerty
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United States securities and exchange commission logo
June 1, 2023
Oran Holtzman
Chief Executive Officer
ODDITY Tech Ltd.
8 Haharash Street
Tel Aviv-Jaffa, 6761304, Israel
Re:ODDITY Tech Ltd.
Amendment No. 7 to Draft Registration Statement on Form F-1
Submitted May 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. 7 to Draft Registration Statement on Form F-1, submitted May 23, 2023
Management's Discussion and Analysis
Non-GAAP Financial Measures, page 90
1.We note your response to prior comment 8. It appears that the non-GAAP adjustments for
one-time bonuses, founders' incentive plan and new brand launch are inconsistent with the
guidance under Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretation. Please explain further why you believe employee costs in
connection with the build out of your executive team and incentives and costs incurred
with respect to the launch of SpoiledChild, are not normal cash operating costs of
maintaining and growing your business whether it be related to going public or new brand
launch. Alternatively, revise to remove such adjustments.
FirstName LastNameOran Holtzman
Comapany NameODDITY Tech Ltd.
June 1, 2023 Page 2
FirstName LastName
Oran Holtzman
ODDITY Tech Ltd.
June 1, 2023
Page 2
Founder's Letter
ODDITY LABS is Bringing AI-Based Molecule Discovery to Beauty and Wellness, page 107
2.We note your response to prior comment 10 and reissue in part. Please clarify what you
mean when you state your belief that you will "redefine product efficacy."
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 Haggerty