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Oddity Tech Ltd. – ‘F-1MEF’ on 3/14/24

On:  Thursday, 3/14/24, at 9:11pm ET   ·   Effective:  3/14/24   ·   Accession #:  1104659-24-34683   ·   File #s:  333-277850, 333-277959

Previous ‘F-1MEF’:  ‘F-1MEF’ on 7/18/23   ·   Latest ‘F-1MEF’:  This Filing   ·   1 Reference:  To:  Oddity Tech Ltd. – ‘F-1’ on 3/12/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Oddity Tech Ltd.                  F-1MEF      3/14/24    3:57K                                    Toppan Merrill/FA

Registration Statement to Add Securities to a Prior Form F-1 Registration   —   Rule 462(b)

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1MEF      Registration Statement to Add Securities to a       HTML     37K 
                Prior Form F-1 Registration                                      
 2: EX-23.1     Consent of Expert or Counsel                        HTML      5K 
 3: EX-FILING FEES  Filing Fees                                     HTML     17K 


‘F-1MEF’   —   Registration Statement to Add Securities to a Prior Form F-1 Registration


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As filed with the Securities and Exchange Commission on March 14, 2024.

 

Registration No. 333-         

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

ODDITY Tech Ltd.

(Exact Name of Registrant as specified in its charter)

 

State of Israel 2844 Not applicable
(State or Other Jurisdiction of
Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

 

ODDITY Tech Ltd.

8 Haharash Street

Tel Aviv-Jaffa, 6761304, Israel

(551) 751-7495

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

 

ODDITY Tech US Inc.

110 Greene Street

New York, New York 10012

(551) 751-7495

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Joseph D. Zavaglia
Nicholas A. Dorsey
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000

Ran Hai
Joshua Ravitz
Nir Dash

Itay Lavi
Herzog Fox & Neeman

6 Yitzhak Sadeh St
Tel Aviv 6777506, Israel

Telephone: (972) (3) 692 2020

Jonathan Truppman
ODDITY Tech US Inc.
110 Greene Street
New York, New York 10012
Telephone: (551) 751-7495
Michael Kaplan
Roshni Banker Cariello
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Aaron M. Lampert
Ephraim P. Friedman
Goldfarb Gross Seligman & Co.
Round Tower,
1 Azrieli Center
Tel Aviv 6701101, Israel
Telephone: (972) (3) 607 4444

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-277850)

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

    Emerging growth company    x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the prior Registration Statement on Form F-1 (File No. 333-277850) filed by ODDITY Tech Ltd. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on March 12, 2024 (the “Prior Registration Statement”), which was declared effective by the Commission on March 14, 2024. The contents of the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are incorporated herein by reference.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of Class A ordinary shares offered by the selling shareholder named in the Prior Registration Statement by 900,000 Class A ordinary shares, 117,391 of which may be sold pursuant to the underwriters’ option to purchase additional Class A ordinary shares. The additional Class A ordinary shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement.

 

The required opinion and consents are listed on an Exhibit Index to this Registration Statement and filed herewith.

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
5.1   Opinion of Herzog Fox & Neeman (incorporated by reference to Exhibit 5.1 to the Form F-1 filed on March 12, 2024 (File no. 333-277850)).
     
23.1*   Consent of Kost, Forer, Gabbay & Kasierer, an independent registered public accounting firm.
     
23.2   Consent of Herzog Fox & Neeman (included in its opinion incorporated by reference as Exhibit 5.1 hereto).
     
24.1   Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form F-1 filed on March 12, 2024 (File no. 333-277850)).
     
107*   Filing Fee Table

 

 

*Filed herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel on March 14, 2024.

 

  ODDITY Tech Ltd.
     
  By: /s/ Oran Holtzman
    Name: Oran Holtzman
    Title:   Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

  Signature   Title   Date
           
By:

/s/ Oran Holtzman

 

Oran Holtzman

  Chief Executive Officer, Director
(Principal Executive Officer)
   March 14, 2024
           
By:

 /s/ Lindsay Drucker Mann

 

Lindsay Drucker Mann

  Global Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
  March 14, 2024
           
By:

 *

 

Shiran Holtzman-Erel

  Director    March 14, 2024
           
By:

 *

 

Michael Farello

  Director   March 14, 2024
           
By:

 *

 

Lilach Payorski

  Director   March 14, 2024
           
By:

 *

 

Ohad Chereshniya

  Director   March 14, 2024

 

*By: /s/ Lindsay Drucker Mann  
  Lindsay Drucker Mann  
  Attorney-in-Fact  

 

 

 

 

Signature of Authorized U.S. Representative of Registrant

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ODDITY Tech Ltd. has signed this registration statement on March 14, 2024.

 

  By: /s/ Lindsay Drucker Mann
    Name: Lindsay Drucker Mann
    Title:  Global Chief Financial Officer

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-1MEF’ Filing    Date    Other Filings
Filed on / Effective on:3/14/24
3/12/24DRS,  F-1
 List all Filings 


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  Oddity Tech Ltd.                  F-1                   93:21M                                    Toppan Merrill/FA
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Filing Submission 0001104659-24-034683   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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