TABOOLA.COM LTD.

 

Ordinary Shares
Warrants to Purchase Ordinary Shares

 

 

We have attached to this prospectus supplement, and incorporated by reference into it, the Form 6-K of Taboola.com Ltd.

 

This prospectus supplement, together with the prospectus, is to be used by the selling shareholders listed in the prospectus in connection with offers and sales from time to time of the ordinary shares and warrants to purchase ordinary shares of Taboola.com Ltd.

 

September 30, 2021

 

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TABOOLA.COM LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

UNAUDITED

INDEX

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U.S. dollars in thousands, except share and per share data

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

TABOOLA.COM LTD.

U.S. dollars in thousands, except share and per share data

The accompanying notes are an integral part of the unaudited consolidated interim financial statements.

TABOOLA.COM LTD.

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U.S. dollars in thousands, except share and per share data

TABOOLA.COM LTD.

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U.S. dollars in thousands, except share and per share data

The accompanying notes are an integral part of the unaudited consolidated interim financial statements.

TABOOLA.COM LTD.

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U.S. dollars in thousands

TABOOLA.COM LTD.

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U.S. dollars in thousands, except share and per share data

NOTE 1:-      GENERAL

Taboola is a technology company that empowers advertisers to leverage its Artificial Intelligence, or AI, powered platform to reach targeted audiences with an effective, native ad-format across websites, devices and services such as mobile apps and games (collectively referred to as “digital properties”). Digital properties use Taboola’s recommendation platform to monetize their content, increase user engagement and build new audiences.

On January 25, 2021, the Company and Toronto Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of  Taboola (“Merger Sub”) entered into a merger agreement (“Merger Agreement”), with ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (“ION”), which was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. ION’s Class A ordinary shares, warrants, and units were previously listed on the NYSE under the symbols ‘‘ION,’’ ‘‘ION.WS,’’and ‘‘ION.U,’’ respectively.

Pursuant to the Merger Agreement, on June 29, 2021, Merger Sub merged with and into ION, with ION surviving the merger (the “Merger Transaction”).

Pursuant to the Merger Agreement, at the effective time of the Merger Transaction (the “Effective Time”), (a) each issued and outstanding unit of ION, consisting of one Class A ordinary share of ION, par value $0.0001 per share, of ION (“Class A Ordinary Shares”) and one-fifth of one warrant of ION entitling the holder to purchase one Class A Ordinary Share per warrant at a price of $11.50 per share (“ION Warrants”), was automatically separated and the holder thereof was deemed to hold one Class A Ordinary Share and one-fifth of one ION Warrant, (b) each Class A Ordinary Share outstanding immediately prior to the Effective Time was exchanged for one ordinary share no par value per share of Taboola (“Taboola Ordinary Shares”), (c) each Class B ordinary shares, par value $0.0001 per share, outstanding immediately prior to the Effective Time, was exchanged for one Taboola Ordinary Share and (d) each ION Warrant outstanding immediately prior to the Effective Time, including both the ION Warrants issued to public shareholders in ION’s initial public offering (the “Public Warrants”) and the ION warrants issued in a private placement to ION’s sponsors in ION’s initial public offering (the “Private Placement Warrants” or “Private Warrants”), was assumed by Taboola and become a warrant to purchase one Taboola Ordinary Share. Each step above took place after a preferred shares conversion and a Stock Split (as further described in c below).

After the Effective Time and once the Taboola Warrants become exercisable, Taboola may redeem the outstanding Taboola Warrants (except as described herein with respect to the Private Placement Warrants) in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and if, and only if, the closing price of the Taboola Ordinary Shares equals or exceeds $18.00 per share, subject to certain adjustments, for any 20 trading days within a 30-trading day period ending three business days before the notice of redemption is sent to the warrant holders. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants.

NOTE 1:-      GENERAL (Cont.)

After the Effective Time, the Private Placement Warrants (including the Taboola Ordinary Shares issuable upon exercise of such warrants) are not redeemable by Taboola so long as they are held by ION’s sponsors, members of ION’s sponsors or their permitted transferees. ION’s sponsors or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis.

Concurrently with and following the execution of the Merger Agreement, Taboola and certain accredited investors (“PIPE Investors”) entered into a series of subscription agreements, which closed concurrently with the closing of the merger under the Merger Agreement, providing for the purchase by the PIPE Investors at the Effective Time of an aggregate of 13,500,000 Taboola Ordinary Shares at a price per share of $10.00 (assuming the Stock Split has been effected), for gross proceeds to Taboola of $135,000 (collectively, the “PIPE”). The closing of the PIPE was conditioned upon the consummation of the Merger Transaction.

Concurrently with and following the execution of the Merger Agreement, Taboola and certain accredited investors (the “Secondary Investors”) entered into share purchase agreements pursuant to which the Secondary Investors purchased 15,120,000 Taboola Ordinary Shares from certain shareholders of Taboola, at a price per share of $10.00 (assuming the Stock Split had been affected), for gross proceeds of $151,200.

On June 29, 2021, following the Merger Transaction and other transactions contemplated by the Merger Agreement, ION became a direct, wholly owned subsidiary of Taboola. As a result, Taboola's shares and warrants became listed on The Nasdaq Global Market under the symbols “TBLA” and “TBLAW”, respectively

The ION Business Combination was accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. It has been determined that Taboola was the accounting acquirer based on evaluation of the following facts and circumstances:

The total ION cash amount and the PIPE consideration, net of transaction costs, were allocated to the equity and Warrants liability of the Company as of the Merger Transaction date in amounts of $284,482 and $53,883, respectively. The transaction costs related to the Warrant’s liability in the amount of $4,183 were recognized as general and administrative expenses in the Company's statement of income (loss) for the six months ended June 30, 2021.

NOTE 1:-      GENERAL (Cont.)

NOTE 2:-      SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:-      SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s final prospectus dated September 2, 2021 relating to its Registration Statement on Form F-1 as filed with the SEC. There have been no significant changes to these policies during the six months ended June 30, 2021, except as noted below.

Warrants Liability

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, ‘‘Warrants’’, which are discussed in Note 1b, and Note 2) in accordance with ASC 815-40, ‘‘Derivatives and Hedging — Contracts in Entity’s Own Equity’’, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers, as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, preclude the Warrants from being accounted for as components of equity.

As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on June 29, 2021, the date of the Business Combination) and at each reporting date in accordance with ASC 820, ‘‘Fair Value Measurement’’, with changes in fair value recognized in the Statement of Operations in the period of change.

Accounting for share-based compensation

The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The fair value of each option award is estimated using the following assumptions:

Business combinations

The Company accounts for business combinations using the acquisition method of accounting. The Company determines the recognition of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged. The Company allocates the purchase price of business combinations to the tangible assets, liabilities and intangible assets acquired, based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations. The process of estimating the fair values requires significant estimates, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer contracts, merchant/network affiliate relationship, publisher relationship, technologies, tradenames and discount rates. The Company estimates fair value based upon assumptions that are believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

NOTE 3:-      CASH AND CASH EQUIVALENTS

The following table presents for each reported period, the breakdown of cash and cash equivalents:

NOTE 4:-      FAIR VALUE MEASUREMENTS

The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. There have been no transfers between fair value measurements levels during the six months ended June 30, 2021.

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of June 30, 2021, by level within the fair value hierarchy (in thousands):

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

NOTE 4:-      FAIR VALUE MEASUREMENTS (Cont.)

Initial Measurement

The Company established the initial fair value for the Warrants as of June 29, 2021, the date of the Company’s Merger Transaction, using a quoted price for the Public Warrants and a Black-Scholes simulation model for the Private Placement Warrants. The Private Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows at initial measurement:

The Company’s use of a Black-Scholes model required the use of subjective assumptions:

Subsequent Measurement

The following table presents the changes in the fair value of warrants liability (unaudited):

a.

Composition of share capital of the Company:

As of June 30, 2021, the maximum number of Taboola ordinary shares available for issuance under the 2021 Share Incentive Plan is equal to the sum of (i) 31,932,902 shares, (ii) any shares subject to awards under the Legacy Plans which have expired, or were cancelled, terminated, forfeited or settled in cash in lieu of issuance of shares or became unexercisable without having been exercised, and (iii) an annual increase on the first day of each year beginning in 2022 and on January 1st of each calendar year thereafter during the term of the 2021 Plan, equal to the lesser of (A) 5% of the outstanding shares on the last day of the immediately preceding calendar year and (B) such amount as determined by Taboola’s board of directors if so determined prior to January 1 of a calendar year.

The following is a summary of share option activity and related information for the periods from January 1, 2021, through June 30, 2021: (including employees, directors, officers and consultants of the Company)

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period.

The weighted-average grant date fair value of options granted during the six and three months ended June 30, 2021, was $9.39 and $8.77, respectively.

As of June 30, 2021, unrecognized share-based compensation cost related to unvested share options and RSUs was $127,402, which is expected to be recognized over a weighted-average period of 4.75 years.

NOTE 5:-      SHAREHOLDERS' EQUITY (Cont.)

The following is a summary of the RSU activity and related information for the from January 1, 2021 through June 30, 2021: (including employees of the Company)

The restricted share units were subject to multiple vesting conditions, such as time-based vesting and additional vesting condition whereby any of the RSUs shall not lapse, and no RSUs shall become vested prior and subject to the consummation of a Merger/Sale or an IPO (as defined in the respective incentive plan), which was satisfied upon Taboola becoming a publicly-traded company on the Nasdaq Global Market.

The total equity-based compensation expense related to all of the Company's equity-based awards recognized for the six and three months ended June 30, 2021, was comprised as follows:

NOTE 6:-      INCOME TAXES:

The Company’s effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses and tax regulations. The Company’s effective tax rates were (31%) and (502%) for the six months ended June 30, 2021, and 2020, respectively. The difference between the Company’s effective tax rate and the 23% statutory rate in Israel for the six months ended June 30, 2021, resulted primarily from tax profitable jurisdictions, mainly the US, and due to non-tax-deductible expenses primarily the non-deductible portion of share-based payments. In the six months ended June 30, 2020, the effective tax rate was mainly effected by the BEAT regime in the U.S.

NOTE 7:-      COMMITMENTS AND CONTINGENCIES

Commercial Commitments

In the ordinary course of the business, the Company enters into agreements with certain digital properties, under which, in some cases it agrees to pay them a guaranteed amount, generally per thousand pageviews on a monthly basis. These agreements could cause a gross loss on digital property accounts in which the guarantee is higher than the actual revenue generated. These contracts generally range in duration from 2 to 5 years, though some can be shorter or longer.

Non-cancelable Purchase Obligations

In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties to purchase primarily software and IT related-based services. As of June 30, 2021, the Company had outstanding non-cancelable purchase obligations in the amount of $5,990.

Legal Proceedings

The following table represents total revenue by geographic area based on the advertisers’ billing address:

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to ordinary shareholders for the periods presented:

		Three months ended June 30,								Six months ended June 30,
		2021				2020				2021				2020
		Unaudited
Basic net profit (loss) per share
Numerator:
Net income (loss)		$	(61,416	)		$	12,905			$	(42,829	)		$	(10,948	)
Less: Undistributed earnings allocated to participating securities			(6,029	)			(5,646	)			(11,944	)			(11,228	)
Net income (loss) attributable to ordinary shares – basic			(67,445	)			7,259				(54,773	)			(22,176	)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic			48,518,124				37,895,239				46,351,830				41,217,908
Net income (loss) per share attributable to ordinary shareholders, basic		$	(1.39	)		$	0.19			$	(1.18	)		$	(0.54	)
Diluted net profit (loss) per share
Numerator:
Net income (loss) attributable to ordinary shares – diluted			(67,445	)			7,259				(54,773	)			(22,176	)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic			48,518,124				37,895,239				46,351,830				41,217,908
Weighted average effect of dilutive securities—effect of stock-based awards			-				22,201,371				-				-
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, diluted			48,518,124				60,096,610				46,351,830				41,217,908
Net income (loss) per share attributable to ordinary shareholders, diluted		$	(1.39	)		$	0.12			$	(1.18	)		$	(0.54	)

NOTE 10:-    SUBSEQUENT EVENTS

The Connexity Acquisition was accounted for by the purchase method of accounting, and, accordingly, the purchase price has been allocated according to the fair value of the assets acquired and liabilities assumed.

Due to the expected net book value of assets acquired to be immaterial relatively to the total consideration, the Company expects that the substantial majority of the purchase price will be allocated to goodwill and intangible assets.

NOTE 10:-    SUBSEQUENT EVENTS (Cont.)

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		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		Unaudited
		(dollars in thousands)
Revenues		$	632,022			$	547,014			$	1,188,893			$	1,093,830			$	909,246
Gross profit		$	189,744			$	136,880			$	319,497			$	231,969			$	234,230
ex-TAC Gross Profit (1)		$	222,784			$	167,853			$	382,352			$	295,829			$	281,526
Net cash provided by operating activities		$	13,980			$	47,842			$	139,087			$	18,056			$	76,977
Free Cash Flow (1)		$	(7,695	)		$	37,208			$	121,313			$	(26,272	)		$	44,820
Net income (loss)		$	(42,829	)		$	(10,948	)		$	8,493			$	(28,025	)		$	10,661
Adjusted EBITDA (1)		$	74,345			$	33,145			$	106,193			$	34,082			$	66,932
Net income (loss) Margin			(6.8	)%			(2.0	)%			0.7	%			(2.6	)%			1.2	%
Ratio of Net income (loss) to Gross profit			(22.6	)%			(8.0	)%			2.7	%			(12.1	)%			4.6	%
Ratio of Adjusted EBITDA to ex-TAC Gross Profit (1)			33.4	%			19.7	%			27.8	%			11.5	%			23.8	%
Cash, cash equivalents and short-term deposits		$	585,243			$	148,741			$	242,811			$	115,883			$	145,259

(1)	Non-GAAP measure. Refer to “Non-GAAP Financial Measures” below for an explanation and reconciliation to GAAP metrics.

•	Traffic acquisition cost is a significant component of our Cost of revenues but is not the only component; and

•	ex-TAC Gross Profit is not comparable to our Gross profit and by definition ex-TAC Gross Profit presented for any period will be higher than our Gross profit for that period

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		Unaudited
		(dollars in thousands)
Revenues		$	632,022			$	547,014			$	1,188,893			$	1,093,830			$	909,246
Traffic acquisition cost			409,238				379,161				806,541				798,001				627,720
Other cost of revenues			33,040				30,973				62,855				63,860				47,296
Gross profit		$	189,744			$	136,880			$	319,497			$	231,969			$	234,230
Adjusted to include the following:
Other cost of revenues			33,040				30,973				62,855				63,860				47,296
ex-TAC Gross Profit		$	222,784			$	167,853			$	382,352			$	295,829			$	281,526

•	although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•	Adjusted EBITDA excludes share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;

•

Adjusted EBITDA does not reflect, to the extent applicable for a period presented: (1) changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or if applicable principal payments on debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us; and

•	the expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		Unaudited
		(dollars in thousands)
Net income (loss)		$	(42,829	)		$	(10,948	)		$	8,493			$	(28,025	)		$	10,661
Adjusted to exclude the following:
Financial expenses			883				206				2,753				3,392				1,346
Tax expenses			10,159				9,128				14,947				4,997				5,326
Depreciation and amortization			16,890				18,827				33,957				39,364				35,272
Share-based compensation expenses			83,654				4,493				28,277				8,249				10,451
M&A costs(1)			5,588				11,439				17,766				6,105				—
Revaluation of contingent liability			—				—				—				—				3,876
Adjusted EBITDA		$	74,345			$	33,145			$	106,193			$	34,082			$	66,932

(1)	For the six months ended June 30, 2021, costs were primarily related to the Connexity acquisition, and for the 2019 and 2020 periods, the costs were primarily related to the proposed strategic transaction with Outbrain, Inc. which we elected not to consummate.

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		Unaudited
		(dollars in thousands)
Gross profit		$	189,744			$	136,880			$	319,497			$	231,969			$	234,230
Net income (loss)		$	(42,829	)		$	(10,948	)		$	8,493			$	(28,025	)		$	10,661
Ratio of Net income (loss) to Gross profit			(22.6	%)			(8.0	%)			2.7	%			(12.1	%)			4.6	%
ex-TAC Gross Profit		$	224,784			$	167,853			$	382,352			$	295,829			$	281,526
Adjusted EBITDA		$	74,345			$	33,145			$	106,193			$	34,082			$	66,932
Ratio of Adjusted EBITDA to ex-TAC Gross Profit			33.4	%			19.7	%			27.8	%			11.5	%			23.8	%

•	it should not be inferred that the entire Free Cash Flow amount is available for discretionary expenditures. For example, cash is still required to satisfy other working capital needs, including short-term investment policy, restricted cash, and intangible assets;

•	Free Cash Flow has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as Net cash provided by operating activities; and

•	this metric does not reflect our future contractual commitments.

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		Unaudited
		(dollars in thousands)
Net cash provided by operating activities		$	13,980			$	47,842			$	139,087			$	18,056			$	76,977
Purchases of property and equipment, including capitalized platform costs			(21,675	)			(10,634	)			(17,774	)			(44,328	)			(32,157	)
Free Cash Flow		$	(7,695	)		$	37,208			$	121,313			$	(26,272	)		$	44,820

		Six Months Ended June 30,								Six Months Ended June 30, 2021 vs. June 30, 2020
		2021				2020				$ Change				% Change
		Unaudited
		(dollars in thousands)								(thousands)
Revenues		$	632,022			$	547,014			$	85,008				15.5	%
Cost of revenues:
Traffic acquisition cost			409,238				379,161				30,077				7.9	%
Other cost of revenues			33,040				30,973				2,067				6.7	%
Total cost of revenues			442,278				410,134				32,144				7.8	%
Gross profit			189,744				136,880				52,864				38.6	%
Operating expenses:
Research and development expenses			53,943				43,907				10,036				22.9	%
Sales and marketing expenses			103,444				66,832				36,612				54.8	%
General and administrative expenses			64,144				27,755				36,389				131.1	%
Total operating expenses			221,531				138,494				83,037				60.0	%
Operating loss before finance expenses			(31,787	)			(1,614	)			(30,173	)			(1,869.5	)%
Finance expenses, net			883				206				677				328.6	%
Loss before income taxes			(32,670	)			(1,820	)			(30,850	)			(1,695.1	)%
Provision for income taxes			10,159				9,128				1,031				11.3	%
Net loss		$	(42,829	)		$	(10,948	)		$	(31,881	)			(291.2	)%

		Year Ended December 31,												2020 vs. 2019								2019 vs. 2018
		2020				2019				2018				$ Change				% Change				$ Change				% Change
		(dollars in thousands)												(thousands)								(thousands)
Revenues		$	1,188,893			$	1,093,830			$	909,246			$	95,063				8.7	%		$	184,584				20.3	%
Cost of revenues:
Traffic acquisition cost			806,541				798,001				627,720				8,540				1.1	%			170,281				27.1	%
Other cost of revenues			62,855				63,860				47,296				(1,005	)			(1.6	)%			16,564				35.0	%
Total cost of revenues			869,396				861,861				675,016				7,535				0.9	%			186,845				27.7	%
Gross profit			319,497				231,969				234,230				87,528				37.7	%			(2,261	)			(1.0	)%
Operating expenses:
Research and development expenses			99,423				84,710				73,024				14,713				17.4	%			11,686				16.0	%
Sales and marketing expenses			133,741				130,353				109,671				3,388				2.6	%			20,682				18.9	%
General and administrative expenses			60,140				36,542				34,202				23,598				64.6	%			2,340				6.8	%
Total operating expenses			293,304				251,605				216,897				41,699				16.6	%			34,708				16.0	%
Operating income (loss) before finance expenses			26,193				(19,636	)			17,333				45,829				(233.4	)%			(36,969	)			(213.3	)%
Finance expenses, net			2,753				3,392				1,346				(639	)			(18.8	)%			2,046				152.0	%
Income (loss) before income taxes			23,440				(23,028	)			15,987				46,468				(201.8	)%			(39,015	)			(244.0	)%
Provision for income taxes			14,947				4,997				5,326				9,950				199.1	%			(329	)			(6.2	)%
Net income (loss)		$	8,493			$	(28,025	)		$	10,661			$	36,518				(130.3	)%		$	(38,686	)			(362.9	)%

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		Unaudited
		(dollars in thousands)
Cash Flow Data:
Net cash provided by operating activities		$	13,980			$	47,842			$	139,087			$	18,056			$	76,977
Net cash provided by (used in) investing activities			(19,139	)			14,126				10,883				(47,466	)			(38,935	)
Net cash provided by (used in) financing activities			346,234				677				2,603				991				(12,156	)
Effect of exchange rate changed on cash			1,357				(824	)			3,318				454				(2,111	)
Net increase (decrease) in cash and cash equivalents		$	342,432			$	61,821			$	155,891			$	(27,965	)		$	23,775

		Contractual Obligations by Period
		2021				2022				2023				2024				2025				Thereafter
		(dollars in thousands)
Operating Leases(1)		$	9,201			$	16,993			$	14,606			$	12,894			$	9,204			$	17,226
Non-cancellable purchase obligations(2)			2,861				2,164				964				1				—				—
Total Contractual Obligations		$	12,062			$	19,158			$	15,570			$	12,895			$	9,204			$	17,226

(1)	Represents future minimum lease commitments under non-cancellable operating lease agreements.

(2)	Primarily represents non-cancelable amounts for contractual commitments in respect of software and information technology.

1.	Identify the contract with a customer;

2.	Identify the performance obligations in the contract, including whether they are distinct in the context of the contract;

3.	Determine the transaction price, including the constraint on variable consideration;

4.	Allocate the transaction price to the performance obligations in the contract; and

5.	Recognize revenue as the Company satisfies the performance obligations.

		Six Months Ended June 30,								Year Ended December 31,
		Unaudited
		2021				2020				2020				2019				2018
Volatility			51.0% - 54.7	%			50.0% - 53.82	%			50.0% - 54.0	%			47.6% - 48.8	%			51.1% - 52.5	%
Risk-free interest			0.51% - 1.27	%			0.38% - 0.52	%			0.38% - 0.67	%			1.65% - 2.34	%			2.26% - 2.68	%
Dividend yield			0	%			0	%			0	%			0	%			0	%
Expected Term (in years)			5-6.85				6.25				6.25				6.25				6.25

•	the prices, rights, preferences, and privileges of our preferred shares relative to our common share;

•	our operating and financial performance;

•	current business conditions and projections;

•	the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions;

•	any adjustment necessary to recognize a lack of marketability of the Taboola Ordinary Shares underlying the granted options; and

•	the market performance of comparable publicly-traded companies.

		Operating income impact Six Months Ended June 30,								Operating income impact Year Ended December 31,
		2021								2020								2019								2018
		(dollars in thousands)
			+10%				-10%				+10%				-10%				+10%				-10%				10%				-10%
NIS/USD		$	(3,991	)		$	3,991			$	(2,438	)		$	2,438			$	(5,481	)		$	5,481			$	(7,529	)		$	7,529
EUR/USD		$	3,045			$	(3,045	)		$	1,468			$	(1,468	)		$	3,671			$	(3,671	)		$	4,395			$	(4,395	)
GBP/USD		$	(2,096	)			2,096			$	(2,475	)		$	2,475			$	(5,072	)		$	5,072			$	(3,875	)		$	3,875
JPY/USD		$	912			$	(912	)		$	780			$	(780	)		$	1,765			$	(1,765	)		$	1,780			$	(1,780	)