As filed with the Securities and Exchange Commission on July 18, 2023

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:

Marc D. Jaffe
Ian Schuman
Alison Haggerty
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Telephone: (212) 906-1200
Fax: (212) 751-4864 Ran Hai
Joshua Ravitz
Nir Dash
Itay Lavi
Herzog Fox & Neeman
6 Yitzhak Sadeh St
Tel Aviv 6777506, Israel
Telephone: (972) (3) 692 2020
Fax: (972) (3) 696 6464 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
Fax: (212) 701-5800 Aaron M. Lampert
Ephraim P. Friedman
Goldfarb Gross Seligman & Co.
Round Tower,
1 Azrieli Center
Tel Aviv 6701101, Israel
Telephone: (972) (3) 608 9999
Fax: (972) (3) 608 9909

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. 333-272890)

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, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided 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) promulgated under the Securities Act.

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 Registrant’s prior Registration Statement on Form F-1 (File No. 333-272890), initially filed by ODDITY Tech Ltd. with the Securities and Exchange Commission (the “Commission”) on June 23, 2023, as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective by the Commission on July 18, 2023. The Prior Registration Statement is incorporated herein by reference.

The Registrant is filing this Registration Statement for the sole purpose of registering the sale of an additional 1,815,789 Class A ordinary shares, which includes 236,842 Class A ordinary shares that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional 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 contained in 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 Number	Description of Exhibit
5.1	Opinion of Herzog Fox & Neeman (including consent) (incorporated by reference to Exhibit 5.1 filed with the Prior Registration Statement filed on July 10, 2023)
23.1	Consent of Kost, Forer, Gabbay & Kasierer, an independent registered public accounting firm
23.2	Consent of Herzog Fox & Neeman (included in Exhibit 5.1)
24.1	Power of Attorney (incorporated by reference to Exhibit 24.1 filed with the Prior Registration Statement on June 23, 2023)
107	Filing Fee Table

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 this 18th day of July, 2023.

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 on July 18, 2023 in the capacities indicated:

Name	Title
/s/ Oran Holtzman Oran Holtzman.	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Lindsay Drucker Mann Lindsay Drucker Mann	Global Chief Financial Officer (Principal Financial and Accounting Officer)
* Shiran Holtzman-Erel	Director
* Michael Farello	Director
* Lilach Payorski	Director

*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 July 18, 2023.

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