0001140361-22-010978 | 20-F | XBRL Viewer

$ 1,378,458

$ 1,188,893

$ 1,093,830

Reportable Geographical Components [Member] | Israel [Member]

^[1]

128,364

120,952

190,615

176,014

163,632

Reportable Geographical Components [Member] | United Kingdom [Member]

^[1]

69,447

62,172

69,858

50,996

41,339

Reportable Geographical Components [Member] | United States [Member]

^[1]

11,706

13,531

535,349

511,982

547,722

Reportable Geographical Components [Member] | Germany [Member]

^[1]

41,549

37,208

Reportable Geographical Components [Member] | France [Member]

147,808

103,154

82,945

Reportable Geographical Components [Member] | Rest of the World [Member]

56,614

50,646

36,456

378,214

296,101

$ 221,736

PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract]

^[1]

$ 5,662

$ 8,041

[1]	Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets, net.

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2021

Components of Prepaid Expenses and Other Current Assets

	December 31,
	2021		2020

Prepaid expenses	$	33,684	$	7,605
Government institutions		14,409		10,100
Other current assets		15,301		3,904

	$	63,394	$	21,609

SIGNIFICANT ACCOUNTING POLICIES, Concentrations of Credit Risks (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) Customer	Dec. 31, 2020 USD ($) Customer	Dec. 31, 2019 Customer
Concentrations of Credit Risks [Abstract]
Deposits in excess of FDIC insurable limit \| $	$ 162,301	$ 33,652
Deposits in excess of FSCS insurable limit \| $	$ 35,814	$ 41,818
Accounts Receivable [Member]
Concentrations of Credit Risks [Abstract]
Number of major customers \| Customer	0	0
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentrations of Credit Risks [Abstract]
Concentration risk threshold percentage	10.00%
Revenue [Member]
Concentrations of Credit Risks [Abstract]
Number of major customers \| Customer	0	0	0
Revenue [Member] \| Customer Concentration Risk [Member]
Concentrations of Credit Risks [Abstract]
Concentration risk threshold percentage	10.00%

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands		1 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Feb. 24, 2021 USD ($)	Oct. 31, 2019 USD ($) Claim	Dec. 31, 2021 USD ($)
Non-cancelable Purchase Obligations [Abstract]
Purchase obligation			$ 13,971
Legal Proceedings [Abstract]
Number of claims filed \| Claim		1
Amount of claim		$ 706
Amount of counterclaim for a refund of certain compensation fund		$ 1,970
Litigation settlement, amount to be received	$ 12
Number of months to reply on the company's claims			3 months
Minimum [Member]
Commercial Commitments [Abstract]
Period of contract			2 years
Maximum [Member]
Commercial Commitments [Abstract]
Period of contract			5 years

INCOME TAXES, Taxes on Income (Tax Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current [Abstract]
Israel	$ 4,685	$ 338	$ 621
Foreign	18,944	16,327	4,726
Total current income tax expense	23,629	16,665	5,347
Deferred [Abstract]
Israel	973	1,678	(106)
Foreign	(1,626)	(3,396)	(244)
Total deferred income tax benefit	(653)	(1,718)	(350)
Total income taxes	$ 22,976	$ 14,947	$ 4,997

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are denominated in U.S. dollars.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, the Company's management evaluates estimates, including those related to accounts receivable and allowance for credit losses, acquired intangible assets and goodwill, the useful life of intangible assets, capitalized internal-use software, property and equipment, the incremental borrowing rate for operating leases, share based compensation including the determination of the fair value of the Company’s share based awards, the fair value of the Private Warrants, and the valuation of deferred taxes and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

Functional Currency

Majority of the Company's revenues and costs of revenues are denominated in United States dollars ("dollars").

While some of the Company's revenues and operational costs are incurred in other currencies, the Company's management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiaries operate and therefore, is the Company's functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with ASC No. 830, "Foreign Currency Matters", at the exchange rate at the date of the transaction or the average exchange rate in the month.

At the end of each reporting period, monetary assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of income (loss) as appropriate.

Cash and cash equivalents

Cash and cash equivalents consist of cash in banks and highly liquid investments with an original maturity of three months or less at the date of purchase.

Restricted Deposits

The Company’s restricted deposits primarily consist of bank deposits collateralizing the Company’s operating leases.

Fair Value Measurements

Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability, considering the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability, in an orderly transaction between market participants at the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Three levels of inputs may be used to measure fair value:

Level 1 -

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 -

Includes other inputs that are directly or indirectly observable in the marketplace.

Level 3 -

Unobservable inputs which are supported by little or no market activity.

Financial instruments consist of cash equivalents, restricted deposits, trade receivables, trade payables, accrued liabilities and warrants liability. Cash equivalents, restricted cash and warrants liability are stated at fair value on a recurring basis. Trade receivables, trade payables, and accrued liabilities are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date.

Trade Receivables and Allowance for Credit Losses

Trade receivables are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for credit losses. Payment terms and conditions vary by contract type, although terms generally include a requirement to pay within 30 days of the invoice.

The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience and current and future economics and market conditions.

The estimate of the amount that may not be collected is based on the geographic location, aging and customer financial condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company writes-off receivables when they are deemed uncollectible, having exhausted all collection efforts.

Concentrations of Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted deposit and trade receivables.

The Company’s cash, cash equivalents and restricted deposits are invested in major banks mostly in Israel, United States and United Kingdom. The Company maintains cash and cash equivalents with diverse financial institutions and monitors the amount of credit exposure to each financial institution. In the United States and United Kingdom, the Company deposits are maintained with commercial banks, which are insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”) and Financial Services Compensation Scheme (“FSCS”), which is authorized by the Bank of England (acting in its capacity as the Prudential Regulation Authority), respectively. At various times the Company has deposits in excess of the maximum amounts insured by the FDIC and FSCS. In Israel, commercial banks do not have government-sponsored deposit insurance. As of December 31, 2021, the Company has not experienced credit losses related to these balances.

As of December 31, 2021 and 2020, the Company maintained balances of approximately $162,301 and $33,652, respectively with U.S. banks in excess of the amounts insured by the FDIC and $35,814 and $41,818, respectively, with United Kingdom banks in excess of the amounts insured by the FSCS.

The Company’s trade receivables are geographically diversified and derived mainly from sales in the United States. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its accounts receivables and establishes an allowance for expected losses as necessary.

As of December 31, 2021 and 2020, no single customer represented 10% or more of accounts receivable. No single customer accounted for more than 10% of total revenue for the periods presented.

Deferred Offering Costs

Deferred offering costs consist primarily of accounting, legal, and other fees related to the Company’s Merger agreement. Following consummation of the Merger and related Transactions, the deferred offering costs were reclassified to shareholders’ equity and recorded against the proceeds from the Transaction. The Company capitalized $2,096 of deferred offering costs within the long-term prepaid expenses in the consolidated balance sheets as of December 31, 2020. These costs were paid during the year ended December 31, 2021.

Leases

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under ASU 2016-02, “Leases” ("ASC 842"), a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company has elected not to recognize short-term leases on the balance sheet, nor separate lease and non-lease components.

The right of use assets, or ROU assets, and related lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate based on the information available at the date of adoption in determining the present value of the lease payments.

The Company's incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located.

Some of the Company's leases contain one or more options to extend. The exercise of lease renewal options is typically at the Company's sole discretion. The Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it is reasonably certain to exercise the options to extend the lease.

Some of the real estate leases contain variable lease payments, including payments based on a Consumer Price Index ("CPI"). Variable lease payments based on a CPI are initially measured using the index in effect at lease adoption, and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Additional payments based on the change in a CPI are recorded as a period expense when incurred.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:

		Years

Computer equipment and software		3 - 4
Internal-use software		3
Office furniture and equipment		3 - 7
Leasehold improvements		Over the shorter of expected lease term or estimated useful life

Internal-use software development costs

Internal-Use Software Development Costs

According to ASC 350-40 the Company capitalizes certain internal-use software development costs associated with creating and enhancing internal-use software related to its platform and technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and services consumed in developing or obtaining the software.

Capitalized internal-use software is included in property and equipment, net in the consolidated balance sheets. Software development costs that do not meet the criteria for capitalization are expensed as incurred and recorded in research and development expenses in the consolidated statements of income (loss).

Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal-use when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software and technologies are ready for their intended purpose.

Internal-use software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use.

Business Combinations

In accordance with ASC 805, the Company accounts for business combinations using the acquisition method of accounting.

The Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date.

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 excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies.

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 income (loss).

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 relationships, merchant/network affiliate relationships, publisher relationships, technology, 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.

Intangible Assets

Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations, namely customer relationships and developed technology. Intangible assets are recorded at fair value, net of accumulated amortization. The Company amortizes its intangible assets reflecting the pattern in which the economic benefits of the intangible assets are consumed. When a pattern cannot be reliably determined, the Company uses a straight-line amortization method.

The estimated useful lives of the Company’s intangible assets are as follows:

		Years

Merchant/ Network affiliate relationships		4.5
Publisher relationships		4
Tradenames		3
Technology		3 - 5
Customer relationships		5 - 9

Impairment of Long-Lived Assets

The Company's long-lived assets are reviewed for impairment in accordance with ASC No, 360 "Property, Plant and Equipment" whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There was no impairment of long-lived assets in the years ended December 31, 2021, 2020 and 2019.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The Company’s annual impairment assessment of a single reporting unit is performed as of the fourth quarter of each year. Assessments are performed at other times if events or circumstances indicate it is more likely than not that the asset is impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets, or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company recognizes an impairment of goodwill for the amount of this excess. There was no impairment of goodwill in the years ended December 31, 2021, 2020 and 2019.

Segment Information

Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance.

The Company has one business activity and there are no segment managers accountable for operations, operating results beyond revenue or gross profit, or plans for levels or components below the consolidated unit level. Accordingly, the Company has a single reporting segment.

Revenue Recognition

Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for contracts that are within the scope of the standard, the Company perform the following five steps:

(i)

Identify the contract with a customer;

(ii)

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

(iii)

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

(iv)

Allocate the transaction price to the performance obligations in the contract;

(v)

Recognize revenue as the Company satisfies the performance obligations.

The Company generates revenues when people click on, purchase from or, in some cases, view the ads that appear within its recommendation platform. The Company’s customers are the advertisers, merchants and affiliate networks that advertise on the Company's platform (“Advertisers”). Advertisers pay Taboola for those clicks, purchases or impressions and Taboola generally share the resulting revenue with the digital properties who display those ads.

Advertisers accept the Company’s terms of service upon signature on an IO (insertion order) or any applicable form and registration to the platform.

For campaigns priced on a cost-per-click (“CPC”) basis, the Company bills the customers and recognizes revenues when a user clicks on an advertisement displayed.

For campaigns priced on a cost-per-thousand impression basis (“CPM”), the Company will bill its customers and recognize revenues based on the number of times an advertisement is displayed to a user.

For campaigns priced on a performance-based cost-per-action (“CPA”) basis, the Company generates revenue when a user makes an acquisition.

The determination of whether revenue should be reported gross of amounts billed to advertisers (gross basis) or net of payments to digital properties partners (net basis) requires significant judgment and is based on management assessment of whether the Company is acting as the principal or an agent in the transaction. The Company has determined that in certain arrangement it acts as principal in its arrangements because it has the ability to direct the services to its customers, while in others it does not.

On revenues presented on a gross basis the Company has contracts with its digital properties that provide exclusivity and cover multiple years at inception. These agreements typically require that the Company's code be integrated on the digital property web page. Thus, in the vast majority of the Company's business, it does not bid for an ad placement, but rather it controls the specified pages before they are transferred to the customer, sees all users that visit the respective pages and is able to run a predictive auction and direct the ad placement to the relevant customer. The Company further concluded that (i) the Company is primarily responsible for fulfilling the promise to provide the service in the arrangement; (ii) the Company has latitude in establishing the contract price with the advertisers, and (iii) the Company has inventory risk on a portion of its multi-year agreement with digital properties. Therefore, based on these and other factors, the Company reports revenue earned on a gross basis.

For those revenue arrangements where the Company does not control the advertising inventory before it is transferred to its Advertisers, does not have inventory risks as the Company does not purchase the advertising inventory upfront or has limited discretion in establishing prices, the Company believes it acts as an agent and recognizes revenue and related costs incurred on a net basis.

Trade receivables are recorded at the amount of gross billings the Company is responsible to collect, trade payables, representing liabilities towards digital properties, are recorded at the net amount payable to publishers.

Practical Expedients

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses.

Cost of Revenues

The Company’s cost of revenue primarily includes Traffic acquisition costs and other cost of revenue.

Traffic acquisition cost. Traffic acquisition cost, or TAC consists primarily of cost related to digital property compensation for placing Taboola’s platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Traffic acquisition cost also includes up-front payments, incentive payments, or bonuses paid to the digital property partners, which are amortized over the respective contractual term of the digital property arrangement. Taboola has two primary compensation models for digital properties. The most common model is a revenue share model. In this model, Taboola agrees to pay a fixed percentage of the revenue that it generates from advertisements placed on the digital properties. The second model includes guarantees.

Under this model, Taboola mostly pays a greater of a fixed percentage of the revenue generated and a committed guaranteed amount per thousand page views ("Minimum guarantee model"). Actual compensation is settled on a monthly basis. Expenses under both the revenue share model as well as the Minimum guarantee model are recorded as incurred, based on actual revenues generated by Taboola at the respective month.

Other cost of revenue. Other cost of revenue primarily consists of data center and related costs, depreciation expense related to hardware supporting Taboola’s platform, amortization expense related to capitalized internal-use software and acquired intangibles, personnel costs, and allocated facilities costs. Personnel costs include salaries, bonuses, share based compensation, and employee benefit costs, and are primarily attributable to the operations group, which supports the Company’s platform and clients.

Research and Development

Research and development expenses consist primarily of personnel costs, including salaries, bonuses, share based compensation and employee benefits costs, allocated facilities costs, professional services and depreciation.

Warrants Liability

The Company evaluated the Public Warrants and Private Warrants (collectively “Warrants”) in accordance with ASC 815-40, ‘‘Derivatives and Hedging — Contracts in Entity’s Own Equity’’, and concluded that a provision in the Warrants 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 in the consolidated balance sheets and measured at fair value at inception (on June 29, 2021, the date of the Merger Transaction) and at each reporting period in accordance with ASC 820, ‘‘Fair Value Measurement’’, with changes in fair value presented within finance income (expense), net in the consolidated statements of income (loss) in the period of change.

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 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 Warrants were as follows at initial Measurement and as of December 31, 2021:

Input	June 29, 2021 (Initial Measurement)			December 31, 2021

Risk-free interest rate		0.73% -0.89	%		1.07% - 1.18	%
Expected term (years)		4.26 - 5.00			3.75 - 4.50
Expected volatility		65.3% - 65.7	%		66.1% - 68.6	%
Exercise price	$	11.50		$	11.50
Underlying Stock Price	$	10.54		$	7.78

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

•

The risk-free interest rate assumption was interpolated based on constant maturity U.S. Treasury rates over a term commensurate with the expected term of the warrants.

•

The expected term was based on the maturity of the warrants five years following June 29, 2021, the Merger Transaction date, and for certain Private Warrants the maturity was determined to be five years from the date of the October 1, 2020, ION initial public offering effective date.

•

The expected volatility assumption was based on the implied volatility from a set of comparable publicly- traded warrants as determined based on size and proximity.

Share Based Compensation

Share based compensation expense related to share based awards is recognized based on the fair value of the awards granted and recognized as an expense over the requisite service period for share options and RSUs. The Company elects the straight-line recognition method for awards subject to graded vesting based only on a service condition and the accelerated method for awards that are subject to a performance condition. The compensation expense associated with performance based RSUs is adjusted based on the probability in achieving performance targets. Forfeitures are accounted for as they occur.

The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying ordinary shares, the expected term of the award, the expected volatility of the price of the Company’s ordinary shares, risk-free interest rates, and the expected dividend yield of ordinary shares. The fair value of each RSU award is based on the fair value of the underlying ordinary shares on the grant date. The assumptions used to determine the fair value of the share awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.

The fair value of each option award is estimated using the following assumptions:

	Year ended December 31,
	2021		2020		2019

Volatility		51.5% - 65.6%		50.0% - 54.0%		47.6% - 48.8%
Risk-free interest rate		0.61% - 1.36%		0.38% - 0.67%		1.65% - 2.34%
Dividend yield		0%		0%		0%
Expected term (in years)		5 - 6.86		6.25		6.25

These assumptions and estimates were determined as follows:

Fair Value of Ordinary Shares. For periods after the Company’s shares began trading on June 30, 2021, the fair value of the shares is determined by the closing price of our ordinary shares as reported on the date of grant. For periods prior to the public listing, the fair value was determined by the Company’s board of directors, with input from management and valuation reports prepared by independent third-party valuation specialists.

Risk-Free Interest Rate. The risk-free rate for the expected term of the options is based on the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the expected term of employee share option awards.

Expected Term. The expected term represents the period that options are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.

Expected Volatility. Since the Company has a limited trading history of its ordinary shares, the expected volatility is derived from the average historical share volatilities based on peer group public companies that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.

Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used.

Income taxes

The Company is subject to income taxes in Israel, the U.S., and other foreign jurisdictions. These foreign jurisdictions may have different statutory rates than in Israel. Income taxes are accounted in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The financial effect of changes in tax laws or rates is accounted for in the period of enactment. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company recognizes income tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such uncertain tax positions are then measured based on the largest benefit that is more likely than not to be realized upon the ultimate settlement. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The Company classifies interest and penalties on income taxes (which includes uncertain tax positions) as taxes on income.

Loss Contingency

The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective, based on the status of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with corporate and external legal counsel. Actual outcomes may differ materially from the Company’s estimates. Legal costs associated with the proceedings are expensed as incurred.

Net income (loss) Per Share Attributable to Ordinary Shareholders

The Company calculates basic net income (loss) per share by dividing the net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period, including share options and restricted share units.

The Company calculates basic net income (loss) per share using the two-class method required for participating securities. The two-class method requires income (loss) available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its convertible preferred shares to be participating securities as the holders of the convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all convertible preferred shares into ordinary shares. These participating securities did not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities.

Under the two-class method, the Company’s basic net income (loss) per share was calculated by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net income (loss) per share was calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share was the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of ordinary shares were anti-dilutive.

Reclassification

Certain amounts in the corresponding periods have been reclassified to conform with the current year’s presentation. Such reclassifications did not affect net loss, Changes in the convertible preferred shares and shareholders’ equity or cash flows.

Recent accounting pronouncements

Recently Issued and Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The ASU simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. These exceptions include the exception to the incremental approach for intra-period tax allocation in the event of a loss from continuing operations and income or a gain from other items (such as other comprehensive income), and the exception to using general methodology for the interim period tax accounting for year-to-date losses that exceed anticipated losses. The Company adopted the guidance on January 1, 2021. The impact of adoption of this standard on the Company’s consolidated financial statements was immaterial.

Recently Issued Accounting Pronouncements, not yet adopted

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC 606, “Revenue from Contracts with Customers”. This guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20)” and “Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company does not expect the impact of adoption to be material on the Company’s consolidated financial statements.

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables)

12 Months Ended

Dec. 31, 2021

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]

Computation of Basic and Diluted Net Income (Loss) Per Share

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

	Year ended December 31,
	2021			2020			2019

Numerator:
Net income (loss)	$	(24,948	)	$	8,493		$	(28,025	)
Less: Undistributed earnings allocated to participating securities		(11,944	)		(22,932	)		(21,173	)
Net loss attributable to ordinary shares – basic and diluted		(36,892	)		(14,439	)		(49,198	)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic and diluted		142,883,475			40,333,870			44,324,234

Net income (loss) per share attributable to ordinary shareholders, basic and diluted	$	(0.26	)	$	(0.36	)	$	(1.11	)

Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Share

The potential shares of ordinary shares that were excluded from the computation of diluted net income (loss) per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows:

	Year ended December 31,
	2021		2020		2019

Convertible preferred shares		—		121,472,152		121,472,152
RSU		12,927,049		12,755,167		4,760,213
Outstanding share options		43,149,797		44,468,446		43,043,978
Warrants		12,349,990		—		—

Total		68,426,836		178,695,765		169,276,343

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables)

12 Months Ended

Dec. 31, 2021

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

Share Option Activity

The following is a summary of share option activity and related information for the periods through December 31, 2021 (including employees, directors, officers and consultants of the Company):

	Outstanding Share Options			Weighted- Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of January 1, 2021		46,064,449		$	1.54		5.62	$	247,117

Granted		9,862,171			6.98
Exercised		(7,019,836	)		1.39
Forfeited		(1,373,861	)		5.28

Balance as of December 31, 2021		47,532,923		$	2.64		5.73	$	247,734

Exercisable as of December 31, 2021		33,908,119		$	1.51		4.45	$	212,873

Summary of RSU Activity

The following is a summary of the RSU activity and related information for the periods through December 31, 2021 (including employees of the Company):

	Outstanding Restricted Shares Unit			Weighted-Average Grant Date Fair Value Per Share

Balance as of January 1, 2021		12,755,167		$	5.64
Granted		13,136,685			9.53
Vested (*)		(2,883,147	)		9.19
Forfeited		(1,395,516	)		7.08

Balance as of December 31, 2021		21,613,189		$	8.16

(*) A portion of the shares that vest is netted out to satisfy the tax obligations of the recipient. During the year ended December 31, 2021, a total of 784,120 shares were netted out to satisfy tax obligations, resulting in net issuance of 729,047 shares.

Equity Based Compensation Expense

The total share-based compensation expense related to all of the Company's share-based awards recognized for the year ended December 31, 2021, 2020 and 2019, was comprised as follows:

	Year ended December 31,
	2021		2020		2019

Cost of revenues	$	1,891	$	788	$	420
Research and development		29,022		16,491		3,166
Sales and marketing		44,834		6,930		3,749
General and administrative		52,210		4,068		914

Total share based compensation expense	$	127,957	$	28,277	$	8,249

INCOME TAXES, Deferred Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Tax Assets and Liabilities [Abstract]
Carry forward tax losses	$ 1,701	$ 1,472
Research and development cost	6,362	2,792
Operating lease liabilities	14,498	13,870
Reserves and allowances	2,902	2,145
Share based compensation	6,076	767
Tax credit carry forward	2,943	1,627
Issuance expenses	1,922	0
Intangible assets	1,830	0
Others	863	54
Deferred tax assets before valuation allowance	39,097	22,727
Valuation allowance	(11,389)	(6,741)
Deferred tax assets	27,708	15,986
Intangible assets	(58,855)	(743)
Property and equipment	(3,248)	(1,557)
Operating lease right-of-use assets	(12,975)	(12,179)
Other	(1,781)	(170)
Deferred tax liabilities	(76,859)	(14,649)
Deferred tax liability, net	(49,151)
Deferred tax asset, net		$ 1,337
Accumulated tax loss carry-forward	8,400
Accumulated tax loss carry-forward	1,700
Undistributed earnings	91,608
Withholding tax amount	$ 11,873

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

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. The Company did not have any transfers between fair value measurements levels in the year ended December 31, 2021.

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2021 and 2020, by level within the fair value hierarchy:

	December 31, 2021
Description:	Level 1			Level 2		Level 3			Total
Assets:
Money market funds	$	125,064		$	—	$	—		$	125,064

Total Assets	$	125,064		$	—	$	—		$	125,064

Liabilities:
Warrant Liability – Public Warrants	$	(8,963	)	$	—	$	—		$	(8,963	)
Warrant Liability – Private Warrants		—			—		(22,264	)		(22,264	)

Total Liabilities	$	(8,963	)	$	—	$	(22,264	)	$	(31,227	)

	December 31, 2020
Description:	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	10	$	—	$	—	$	10

Total Assets	$	10	$	—	$	—	$	10

The following table presents the changes in the fair value of Warrants liability:

Input	Private Warrants			Public Warrants			Total Warrants

Initial measurement on June 29, 2021	$	39,143		$	14,740		$	53,883
Change in fair value		(16,879	)		(5,777	)		(22,656	)
Fair value as of December 31, 2021	$	22,264		$	8,963		$	31,227

Future Principal Payments Related to Long-term Debt

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SIGNIFICANT ACCOUNTING POLICIES, Cost of Revenues (Details)	12 Months Ended
	Dec. 31, 2021 Property
Cost of Revenues [Abstract]
Number of compensation models for digital properties	2

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS, EQUITY - USD ($) $ in Thousands	Convertible Preferred Stock [Member]	Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2018	$ 170,206
Beginning balance (in shares) at Dec. 31, 2018	121,472,152
Beginning balance at Dec. 31, 2018		$ 0	$ 38,017	$ (11,965)	$ 26,052
Beginning balance (in shares) at Dec. 31, 2018		43,888,711
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation expenses		$ 0	8,249	0	8,249
Exercise of options		$ 0	991	0	991
Exercise of options (in shares)		1,014,562
Net income (loss)				(28,025)	(28,025)
Ending balance at Dec. 31, 2019	$ 170,206
Ending balance (in shares) at Dec. 31, 2019	121,472,152
Ending balance at Dec. 31, 2019		$ 0	47,257	(39,990)	7,267
Ending balance (in shares) at Dec. 31, 2019		44,903,273
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cancellation of dormant restricted shares		$ 0			0
Cancellation of dormant restricted shares (in shares)		(7,411,689)
Share based compensation expenses			28,277		28,277
Exercise of options			2,603		2,603
Exercise of options (in shares)		3,865,465
Net income (loss)				8,493	8,493
Ending balance at Dec. 31, 2020	$ 170,206				170,206
Ending balance (in shares) at Dec. 31, 2020	121,472,152
Ending balance at Dec. 31, 2020		$ 0	78,137	(31,497)	46,640
Ending balance (in shares) at Dec. 31, 2020		41,357,049
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary Shares as part of the Merger and PIPE transaction			285,378		285,378
Issuance of Ordinary Shares as part of the Merger and PIPE transaction (in shares)		43,971,516
Conversion of Preferred Shares to Ordinary Shares	$ (170,206)		170,206		170,206
Conversion of Preferred Shares to Ordinary Shares (in shares)	(121,472,152)	121,472,152
Issuance of ordinary shares related to business combination			157,689		157,689
Issuance of ordinary shares related to business combination (in shares)		17,328,049
Share based compensation expenses			128,740		128,740
Exercise of options and vested RSUs			10,018		10,018
Exercise of options and vested RSUs (in shares)		9,902,983
Payments of tax withholding for share based compensation			(6,152)		(6,152)
Net income (loss)				(24,948)	(24,948)
Ending balance at Dec. 31, 2021					0
Ending balance (in shares) at Dec. 31, 2021	0
Ending balance at Dec. 31, 2021		$ 0	$ 824,016	$ (56,445)	$ 767,571
Ending balance (in shares) at Dec. 31, 2021		234,031,749

LOAN (Tables)

12 Months Ended

Dec. 31, 2021

LOAN [Abstract]

As of December 31, 2021, the total future principal payments related to Credit Facilities are as follows:

	Amount
Year Ending December 31,
2022 (current maturities)	$	3,000
2023		3,000
2024		3,000
2025		3,000
2026		3,000
2027		3,000
2028		281,250
Total	$	299,250

BUSINESS COMBINATIONS, Pro Forma Information (Details) - Connexity [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Pro Forma Information [Abstract]
Revenues	$ 1,433,555	$ 1,258,214
Net income (loss)	$ (50,312)	$ (144,146)

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS [Abstract]

Assets and Liabilities Measured at Fair Value

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2021 and 2020, by level within the fair value hierarchy:

	December 31, 2021
Description:	Level 1			Level 2		Level 3			Total
Assets:
Money market funds	$	125,064		$	—	$	—		$	125,064

Total Assets	$	125,064		$	—	$	—		$	125,064

Liabilities:
Warrant Liability – Public Warrants	$	(8,963	)	$	—	$	—		$	(8,963	)
Warrant Liability – Private Warrants		—			—		(22,264	)		(22,264	)

Total Liabilities	$	(8,963	)	$	—	$	(22,264	)	$	(31,227	)

	December 31, 2020
Description:	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	10	$	—	$	—	$	10

Total Assets	$	10	$	—	$	—	$	10

Changes in Fair Value of Warrants Liability

The following table presents the changes in the fair value of Warrants liability:

Input	Private Warrants			Public Warrants			Total Warrants

Initial measurement on June 29, 2021	$	39,143		$	14,740		$	53,883
Change in fair value		(16,879	)		(5,777	)		(22,656	)
Fair value as of December 31, 2021	$	22,264		$	8,963		$	31,227

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

12 Months Ended

Dec. 31, 2021

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

NOTE 17:-

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

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

	Year ended December 31,
	2021			2020			2019

Numerator:
Net income (loss)	$	(24,948	)	$	8,493		$	(28,025	)
Less: Undistributed earnings allocated to participating securities		(11,944	)		(22,932	)		(21,173	)
Net loss attributable to ordinary shares – basic and diluted		(36,892	)		(14,439	)		(49,198	)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic and diluted		142,883,475			40,333,870			44,324,234

Net income (loss) per share attributable to ordinary shareholders, basic and diluted	$	(0.26	)	$	(0.36	)	$	(1.11	)

	Year ended December 31,
	2021		2020		2019

Convertible preferred shares		—		121,472,152		121,472,152
RSU		12,927,049		12,755,167		4,760,213
Outstanding share options		43,149,797		44,468,446		43,043,978
Warrants		12,349,990		—		—

Total		68,426,836		178,695,765		169,276,343

SIGNIFICANT ACCOUNTING POLICIES, Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
Merchant/ Network Affiliate Relationships [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	4 years 6 months
Publisher Relationships [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	4 years
Tradenames [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	3 years
Technology [Member] \| Minimum [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	3 years
Technology [Member] \| Maximum [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	5 years
Customer Relationships [Member] \| Minimum [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	5 years
Customer Relationships [Member] \| Maximum [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	9 years

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2021

SEGMENT INFORMATION [Abstract]

Revenue by Geographic Area Based on Advertisers' Billing Address

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

	Year ended December 31,
	2021		2020		2019
Israel	$	190,615	$	176,014	$	163,632
United Kingdom		69,858		50,996		41,339
United States		535,349		511,982		547,722
Germany		147,808		103,154		82,945
France		56,614		50,646		36,456
Rest of the World		378,214		296,101		221,736

Total	$	1,378,458	$	1,188,893	$	1,093,830

Long-lived Assets, Net by Geographic Area

The following table represents the Company’s long-lived assets, net by geographic area:

	Year ended December 31,
	2021		2020
Israel	$	69,447	$	62,172
United States		41,549		37,208
United Kingdom		11,706		13,531
Rest of the World		5,662		8,041

Total	$	128,364	$	120,952

(*)

Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets, net.

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

12 Months Ended

Dec. 31, 2021

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

NOTE 13:-

SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS

Share Incentive Plans

During the years 2007, 2016, 2017 and 2020 the Company adopted several share incentive plans (together the “Legacy Plans”) to provide incentives to the Company’s employees, directors, consultants and/or contractors. In June 2021, immediately following the effective date of the registration statement on Form F-4, the Company adopted (i) the 2021 Share Incentive Plan (the “2021 Plan”, and together with the Legacy Plans, the “Plans”) and (ii) the Employee Stock Purchase Plan (the “ESPP”). Following the effectiveness of the 2021 Plan, the Company ceased making awards under the Legacy Plans, although previously granted awards under the Legacy Plans remain outstanding.

Under the Plans, the Company's employees, directors, consultants and/or contractors are or were eligible to be granted equity-related awards, including options to acquire the Company’s ordinary shares, restricted shares; and restricted share units (“RSUs”).

The equity related awards generally vest over 4 years and expire 10 years after the date of grant. Most of the RSUs granted prior to June 30, 2021, were subject to a two-tiered vesting arrangement, including a time-based vesting component which is generally over 4 years, and an additional vesting condition of a Merger/Sale or IPO being consummated within 5 years of the grant. RSUs granted under 2021 Plan, following the Company becoming publicly traded, are subject to a time-based vesting condition and vest over 4 years of the grant.

As of December 31, 2021, the maximum number of the Company’s ordinary shares available for issuance under the 2021 Plan is equal to the sum of (i) 31,932,902 ordinary 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 1, 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 the Company’s board of directors if so determined prior to January 1 of a calendar year.

As of December 31, 2021, the maximum number of the Company’s ordinary shares available for issuance under the ESPP shall not exceed in the aggregate 6,386,580 ordinary shares. The ESPP share pool will be increased on the first day of each fiscal year during the term of the ESPP in an amount equal to the lesser of (i) 6,386,580 the Company’s ordinary shares, (ii) 2% of the total number of shares of the ordinary shares outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year and (iii such amount as determined by the Company’s board of directors if so determined prior to January 1 of a calendar year. As of December 31, 2021, the ESPP has not been activated and no ordinary shares had been issued under the ESPP.

The Company filed a motion to Tel Aviv District Court Economic Department (the “Israeli Court”) on October 10, 2021, for approval of a program of up to $60,000, to be utilized, if so determined by its board of directors, in connection with tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees and possible future share repurchases.

On November 16, 2021 the Israeli court approved the motion and on November 18, 2021 the Company’s board of directors granted the Company’s management the discretion to utilize the program. On December 14, 2021, the Company's shareholders approved an amendment to the Company’s Compensation Policy allowing the Company to implement the Net Issuance Mechanism on Office Holders' (as defined in the Israeli Companies Law 5759-1999) and grants. The approval by the Israeli court is limited to a six (6) month period. The Company expects to make successive requests to the Israeli court for similar approvals.

For the year ended December 31, 2021 certain office holders have exercised the Net Issuance Mechanism, which resulted in a tax withholding payment by the Company of $6,152 recorded as a reduction of additional paid-in capital.

The following is a summary of share option activity and related information for the periods through December 31, 2021 (including employees, directors, officers and consultants of the Company):

	Outstanding Share Options			Weighted- Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of January 1, 2021		46,064,449		$	1.54		5.62	$	247,117

Granted		9,862,171			6.98
Exercised		(7,019,836	)		1.39
Forfeited		(1,373,861	)		5.28

Balance as of December 31, 2021		47,532,923		$	2.64		5.73	$	247,734

Exercisable as of December 31, 2021		33,908,119		$	1.51		4.45	$	212,873

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 years 2021, 2020 and 2019 was $9.32, $5.61, and $4.10, respectively.

The total intrinsic value of options exercised during the years 2021, 2020 and 2019 was $49,224, $20,649 and $3,199, respectively.

As of December 31, 2021, unrecognized share based compensation cost related to unvested share options was $49,608, which is expected to be recognized over a weighted-average period of 3.07 years.

On September 17, 2020, the Company's board of directors approved a one-time share option repricing for 18,553,684 awards. Pursuant to the option repricing, the option awards of 1,369 grantees, with an exercise price of each option above $2.63, were amended to $2.63. All other terms remain unchanged. The total incremental value from the modification amounted to $14,530 out of which $1,390 and $6,514 were recognized as additional share based compensation expense for the year ended December 31, 2021 and 2020, respectively.

The following is a summary of the RSU activity and related information for the periods through December 31, 2021 (including employees of the Company):

	Outstanding Restricted Shares Unit			Weighted-Average Grant Date Fair Value Per Share

Balance as of January 1, 2021		12,755,167		$	5.64
Granted		13,136,685			9.53
Vested (*)		(2,883,147	)		9.19
Forfeited		(1,395,516	)		7.08

Balance as of December 31, 2021		21,613,189		$	8.16

The weighted-average grant date fair value of RSUs granted during the years 2021, 2020 and 2019 was $9.53, $5.94, and $4.13, respectively.

As of December 31, 2021, unrecognized share based compensation cost related to unvested RSUs was $85,762, which is expected to be recognized over a weighted-average period of 3.6 years.

The total share-based compensation expense related to all of the Company's share-based awards recognized for the year ended December 31, 2021, 2020 and 2019, was comprised as follows:

	Year ended December 31,
	2021		2020		2019

Cost of revenues	$	1,891	$	788	$	420
Research and development		29,022		16,491		3,166
Sales and marketing		44,834		6,930		3,749
General and administrative		52,210		4,068		914

Total share based compensation expense	$	127,957	$	28,277	$	8,249

Restricted shares

On January 30, 2020, three grantees of an aggregate of 7,411,689 unvested Restricted Shares granted under the 2017 Plan unilaterally waived and terminated their rights under the Restricted Share award agreement and transferred the Restricted Shares back to the Company for no consideration, which then became Dormant Shares. On March 25, 2020, the board of directors of the Company cancelled such Dormant Shares and removed them from the equity accounts of the Company. On January 30, 2020, a grantee of 2,882,324 unvested Restricted Share Units granted under the 2017 Plan unilaterally waived and terminated his rights under the Restricted Share Unit award agreement and transferred his rights to the Restricted Share Units back to the Company for no consideration.

In October 2020, the Company granted 10,314,654 Restricted Share Units and 5,157,327 options to acquire ordinary shares of the Company at a zero-exercise price to certain executives. The restricted share units were subject to multiple vesting conditions: time-based vesting and an additional condition that a Triggering Event be consummated no later than December 31, 2021. The Triggering Event is defined as, among other things, the Company's shares becoming publicly traded, or a sale of the Company, or a merger of the Company with another company. If the Triggering Event is not consummated by such date, the RSUs are forfeited. The Triggering Event occurred on June 30, 2021 as a result of the Company’s shares becoming publicly traded on that date.

The time based vesting condition for 6,598,489 RSUs was considered to have been satisfied as of the date of grant, and the remainder satisfies the time-based condition on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company. Of the options granted, 1,441,162 options were fully vested as of the grant date, 1,858,083 vested in a lump sum on December 31, 2021, and the remainder vest on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company.

GOODWILL AND INTANGIBLE ASSETS, NET, Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Intangible Assets [Abstract]
Gross fair value	$ 299,136	$ 29,111
Accumulated amortization	(48,213)	(25,206)
Net book value	250,923	3,905
Amortization expenses related to intangible assets	23,007	2,560	$ 3,421
Merchant/ Network Affiliate Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	146,547
Accumulated amortization	(10,879)
Net book value	$ 135,668
Weighted-average remaining useful life (in years)	4 years 2 months 1 day
Technology [Member]
Intangible Assets [Abstract]
Gross fair value	$ 73,403	16,855
Accumulated amortization	(20,616)	(15,686)
Net book value	$ 52,787	$ 1,169
Weighted-average remaining useful life (in years)	4 years 7 months 28 days	8 months 23 days
Publisher Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	$ 42,933
Accumulated amortization	(3,640)
Net book value	$ 39,293
Weighted-average remaining useful life (in years)	3 years 8 months 1 day
Tradenames [Member]
Intangible Assets [Abstract]
Gross fair value	$ 23,997
Accumulated amortization	(2,711)
Net book value	$ 21,286
Weighted-average remaining useful life (in years)	2 years 8 months 1 day
Customer Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	$ 12,256	$ 12,256
Accumulated amortization	(10,367)	(9,520)
Net book value	$ 1,889	$ 2,736
Weighted-average remaining useful life (in years)	2 years 29 days	3 years 3 months

CASH AND CASH EQUIVALENTS

12 Months Ended

Dec. 31, 2021

CASH AND CASH EQUIVALENTS [Abstract]

CASH AND CASH EQUIVALENTS

NOTE 3:-

CASH AND CASH EQUIVALENTS

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

	December 31,
	2021		2020

Cash	$	137,050	$	115,693
Money market funds		125,064		10
Time deposits		57,205		127,108

Total Cash and cash equivalents	$	319,319	$	242,811

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Property and Equipment, Estimated Useful Lives

		Years

Computer equipment and software		3 - 4
Internal-use software		3
Office furniture and equipment		3 - 7
Leasehold improvements		Over the shorter of expected lease term or estimated useful life

Estimated Useful Lives of Intangible Assets

The estimated useful lives of the Company’s intangible assets are as follows:

		Years

Merchant/ Network affiliate relationships		4.5
Publisher relationships		4
Tradenames		3
Technology		3 - 5
Customer relationships		5 - 9

Share Options [Member]

Fair Value Assumptions [Abstract]

Assumptions Used to Determine Fair Value

The fair value of each option award is estimated using the following assumptions:

	Year ended December 31,
	2021		2020		2019

Volatility		51.5% - 65.6%		50.0% - 54.0%		47.6% - 48.8%
Risk-free interest rate		0.61% - 1.36%		0.38% - 0.67%		1.65% - 2.34%
Dividend yield		0%		0%		0%
Expected term (in years)		5 - 6.86		6.25		6.25

Private Warrants [Member]

Fair Value Assumptions [Abstract]

Assumptions Used to Determine Fair Value

The key inputs into the Black-Scholes model for the Private Warrants were as follows at initial Measurement and as of December 31, 2021:

Input	June 29, 2021 (Initial Measurement)			December 31, 2021

Risk-free interest rate		0.73% -0.89	%		1.07% - 1.18	%
Expected term (years)		4.26 - 5.00			3.75 - 4.50
Expected volatility		65.3% - 65.7	%		66.1% - 68.6	%
Exercise price	$	11.50		$	11.50
Underlying Stock Price	$	10.54		$	7.78

BUSINESS COMBINATIONS, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 01, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value of Assets Acquired and Liabilities Assumed [Abstract]
Goodwill	$ 550,380		$ 19,206	$ 19,206
Connexity [Member]
Fair Value of Assets Acquired and Liabilities Assumed [Abstract]
Cash and cash equivalent		$ 10,437
Other current assets		50,785
Intangible assets		270,025
Goodwill		531,174
Other noncurrent assets		8,432
Total assets acquired		870,853
Current liabilities		66,769
Deferred tax liability, net		52,070
Total liabilities assumed		118,839
Total purchase consideration	$ 752,014	$ 752,014

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2021

GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]

Changes in Goodwill

The following table represents the changes in the carrying amounts of the Company’s total goodwill:

	Carrying Amount

Balance as of December 31, 2019 and 2020	$	19,206
Addition from acquisition		531,174

Balance as of December 31, 2021	$	550,380

Intangible Assets

Definite-lived intangible assets, net consist of the following:

	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted-Average Remaining Useful Life
								(In years)
December 31, 2021
Merchant/Network affiliate relationships	$	146,547	$	(10,879	)	$	135,668		4.17
Technology		73,403		(20,616	)		52,787		4.66
Publisher relationships		42,933		(3,640	)		39,293		3.67
Tradenames		23,997		(2,711	)		21,286		2.67
Customer relationships		12,256		(10,367	)		1,889		2.08
Total	$	299,136	$	(48,213	)	$	250,923

December 31, 2020
Technology	$	16,855	$	(15,686	)	$	1,169		0.73
Customer relationships		12,256		(9,520	)		2,736		3.25
Total	$	29,111	$	(25,206	)	$	3,905

Estimated Future Amortization Expense of Other Intangible Assets

The estimated future amortization expense of definite-lived intangible assets as of December 31, 2021 is as follows:

Year ended December 31:

2022	$	63,492
2023		63,462
2024		60,072
2025		50,968
2026		12,929

	$	250,923

SIGNIFICANT ACCOUNTING POLICIES, Share-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Assumptions Used to Determine Fair Value of Option Award [Abstract]
Dividend yield	0.00%	0.00%	0.00%
Expected term		6 years 3 months	6 years 3 months
Minimum [Member]
Assumptions Used to Determine Fair Value of Option Award [Abstract]
Volatility	51.50%	50.00%	47.60%
Risk-free interest rate	0.61%	0.38%	1.65%
Expected term	5 years
Maximum [Member]
Assumptions Used to Determine Fair Value of Option Award [Abstract]
Volatility	65.60%	54.00%	48.80%
Risk-free interest rate	1.36%	0.67%	2.34%
Expected term	6 years 10 months 9 days

GOODWILL AND INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2021

GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

NOTE 8:-

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table represents the changes in the carrying amounts of the Company’s total goodwill:

	Carrying Amount

Balance as of December 31, 2019 and 2020	$	19,206
Addition from acquisition		531,174

Balance as of December 31, 2021	$	550,380

Intangible Assets, Net

Definite-lived intangible assets, net consist of the following:

	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted-Average Remaining Useful Life
								(In years)
December 31, 2021
Merchant/Network affiliate relationships	$	146,547	$	(10,879	)	$	135,668		4.17
Technology		73,403		(20,616	)		52,787		4.66
Publisher relationships		42,933		(3,640	)		39,293		3.67
Tradenames		23,997		(2,711	)		21,286		2.67
Customer relationships		12,256		(10,367	)		1,889		2.08
Total	$	299,136	$	(48,213	)	$	250,923

December 31, 2020
Technology	$	16,855	$	(15,686	)	$	1,169		0.73
Customer relationships		12,256		(9,520	)		2,736		3.25
Total	$	29,111	$	(25,206	)	$	3,905

Amortization expenses related to intangible assets amounted to $23,007, $2,560 and $3,421 for the years ended December 31, 2021, 2020 and 2019, respectively.

The estimated future amortization expense of definite-lived intangible assets as of December 31, 2021 is as follows:

Year ended December 31:

2022	$	63,492
2023		63,462
2024		60,072
2025		50,968
2026		12,929

	$	250,923

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11:-

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 December 31, 2021, the Company had outstanding non-cancelable purchase obligations in the amount of $13,971.

Legal Proceedings

In October 2019, one of the Company's digital properties (the "Digital Property") filed a claim against the Company in the Paris Commercial Court for approximately $706 (the "Claim"). According to the Claim, the Company allegedly has failed to pay certain minimum guarantee payments for the years 2016 to 2019. It is the Company's position that there are no merits to the Claim because the Digital Property did not act in accordance with the agreement and a counterclaim in the amount of $1,970 was filed by the Company for a refund of certain compensation that was paid. A virtual trial took place on February 24, 2021, and the Paris Commercial Court dismissed the Digital Property claims and ordered them to pay an amount of approximately $12 in costs to Taboola. On June 1, 2021, the Digital Property filed an appeal against the decision of the Paris Commercial Court. The Company filed a reply on January 31, 2022. The Digital Property has now three months to reply.

In April 2021, the Company became aware that the Antitrust Division of the U.S. Department of Justice is conducting a criminal investigation of hiring activities in the Company’s industry, including the Company. The Company is cooperating with the Antitrust Division. While there can be no assurances as to the ultimate outcome, the Company does not believe that its conduct violated applicable law.

In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company investigates these claims as they arise and record a provision, as necessary. Provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, it believes would individually or taken together, have a material adverse effect on its business, financial position, results of operations, or cash flows.

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2021

BUSINESS COMBINATIONS [Abstract]

Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

Cash and cash equivalent	$	10,437
Other current assets		50,785
Intangible assets		270,025
Goodwill		531,174
Other noncurrent assets		8,432
Total assets acquired		870,853

Current liabilities		66,769
Deferred tax liability, net		52,070
Total liabilities assumed		118,839

Total purchase consideration	$	752,014

Intangible Assets and Estimated Useful Lives

The following table summarizes the preliminary estimate of the intangible assets and their estimated useful lives as of the acquisition date:

	Fair Value		Useful life
			(In years)

Merchant/ Network affiliate relationships (1)	$	146,547		4.5
Publisher relationships (2)		42,933		4.0
Tradenames (1)		23,997		3.0
Technology (1)		56,548		5.0
Total Intangible assets acquired	$	270,025

(1)

Merchant/ Network affiliate relationships, Tradenames and Technology fair values were determined by using the income approach.

(2)

Publisher relationships fair values were determined by using the cost approach.

Pro Forma Information

The unaudited pro forma results have been prepared for illustrative purposes only and are not necessarily indicative of what the actual results of operations of the Company and Connexity, combined, would have been due to any synergies, economies of scale and the assembled workforce of Connexity.

	Year Ended December 31,
	(Unaudited)
	2021		2020

Revenues	$	1,433,555	$	1,258,214
Net income (loss)	$	(50,312)	$	(144,146)

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2021

PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 6:-

PREPAID EXPENSES AND OTHER CURRENT ASSETS

	December 31,
	2021		2020

Prepaid expenses	$	33,684	$	7,605
Government institutions		14,409		10,100
Other current assets		15,301		3,904

	$	63,394	$	21,609

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT, NET [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 7:-

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	December 31,
	2021			2020
Cost:
Computer equipment and software	$	159,407		$	132,373
Office furniture and equipment		4,563			5,308
Leasehold improvements		17,803			17,901
Internal-use software		34,781			21,259

		216,554			176,841

Accumulated depreciation		(153,295	)		(123,947	)

Property and equipment, net	$	63,259		$	52,894

The Company capitalized internal-use software costs of $13,522 and $9,205 for the years ended December 31, 2021 and 2020 respectively. The Company’s capitalized internal-use software amortization is included in cost of revenues in the Company’s consolidated statements of income (loss) and totaled to $1,923, $1,486 and $1,273 for the years ended December 31, 2021, 2020 and 2019, respectively.

Total depreciation expenses (including amortization of internal-use software) for the years ended December 31, 2021, 2020 and 2019 were $30,104, $31,397 and $35,943, respectively.

During the year ended December 31, 2020, the Company wrote off fully depreciated property and equipment, which were no longer in use, with a cost basis of $6,798.

INCOME TAXES, Summary (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES, Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Rate [Abstract]
Corporate tax rate percentage	23.00%	23.00%	23.00%	35.00%	21.00%
Income tax exemption amount	$ 45,244
Corporate income tax paid amount	$ 4,355
Related party payment percentage on U.S tax return	3.00%
Tax Year 2018 [Member]
Income Tax Rate [Abstract]
Mandatory transition tax	0.10
Tax Year 2019 [Member]
Income Tax Rate [Abstract]
Mandatory transition tax	0.10
Tax Year 2026 [Member]
Income Tax Rate [Abstract]
Mandatory transition tax	0.125
Israel Tax Authority [Member]
Income Tax Rate [Abstract]
Corporate tax rate percentage	23.00%

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$ 319,319	$ 242,811
Restricted deposits	1,000	3,664
Trade receivables (net of allowance for credit losses of $ 3,895 and $ 4,096 as of December 31, 2021 and 2020, respectively)	245,235	158,050
Prepaid expenses and other current assets	63,394	21,609
Total current assets	628,948	426,134
NON-CURRENT ASSETS
Long-term prepaid expenses	32,926	5,289
Restricted deposits	3,897	3,300
Deferred tax assets	1,876	1,382
Right of use assets	65,105	68,058
Property and equipment, net	63,259	52,894
Intangible assets, net	250,923	3,905
Goodwill	550,380	19,206
Total non-current assets	968,366	154,034
Total assets	1,597,314	580,168
CURRENT LIABILITIES
Trade payables	259,941	189,352
Short-term operating lease liabilities	12,958	15,746
Accrued expenses and other current liabilities	124,662	95,135
Current portion of long-term loan	3,000	0
Total current liabilities	400,561	300,233
LONG TERM LIABILITIES
Deferred tax liabilities	51,027	45
Warrants liability	31,227	0
Long-term loan, net of current portion	285,402	0
Long-term operating lease liabilities	61,526	63,044
Total long-term liabilities	429,182	63,089
COMMITMENTS AND CONTINGENCIES (Note 11)
CONVERTIBLE PREFERRED SHARES
Preferred A, B, B-1, B-2, C, D and E shares with no par value - Authorized: 0 and 123,389,750 shares as of December 31, 2021 and 2020, respectively; Issued and outstanding: 0 and 121,472,152 shares as of December 31, 2021 and 2020, respectively.	0	170,206
SHAREHOLDERS' EQUITY
Ordinary shares with no par value - Authorized: 700,000,000 and 176,535,661 shares as of December 31, 2021, and 2020, respectively; shares issued and outstanding: 234,031,749 and 41,357,049 as of December 31, 2021 and 2020, respectively.	0	0
Additional paid-in capital	824,016	78,137
Accumulated deficit	(56,445)	(31,497)
Total shareholders' equity	767,571	46,640
Total liabilities, convertible preferred shares and shareholders' equity	$ 1,597,314	$ 580,168

INCOME TAXES, Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Components of Income (Loss) Before Taxes [Abstract]
Israel	$ (42,414)	$ 12,450	$ (46,387)
Foreign	40,442	10,990	23,359
Income (loss) before income taxes	$ (1,972)	$ 23,440	$ (23,028)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Intangible Assets and Estimated Useful Lives [Abstract]

BUSINESS COMBINATIONS, Summary (Details) - USD ($) $ in Thousands		12 Months Ended
	Sep. 01, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 31, 2022
Business Combination [Abstract]
Cash paid in connection with acquisitions		$ 583,457	$ 202	$ 3,966
Connexity [Member]
Business Combination [Abstract]
Purchase price	$ 752,014	$ 752,014
Cash paid in connection with acquisitions	593,894
Fair value of ordinary shares issued	$ 157,689
Number of ordinary shares issued (in shares)	17,328,049
Number of ordinary shares committed to be issued (in shares)	3,681,030
Service period for issuance of ordinary shares		3 years
Transaction costs		$ 6,432
Connexity [Member] \| Subsequent Event [Member]
Business Combination [Abstract]
Additional amount paid					$ 431
Connexity [Member] \| Maximum [Member]
Business Combination [Abstract]
Measurement period of fair value of assets and liabilities acquired		1 year
Connexity [Member] \| RSUs [Member]
Business Combination [Abstract]
RSU's issued (in shares)	$ 40,000
Connexity [Member] \| RSUs [Member] \| Minimum [Member]
Business Combination [Abstract]
Vesting period		4 years
Connexity [Member] \| RSUs [Member] \| Maximum [Member]
Business Combination [Abstract]
Vesting period		5 years

BUSINESS COMBINATIONS, Intangible Assets and Estimated Useful Lives (Details) - Connexity [Member] - USD ($)
$ in Thousands

4 Months Ended

Sep. 01, 2021

Dec. 31, 2021

$ 270,025

Merchant/ Network Affiliate Relationships [Member]

$ 37,692

Intangible Assets and Estimated Useful Lives [Abstract]

^[1]

$ 146,547

Publisher Relationships [Member]

^[1]

4 years 6 months

Intangible Assets and Estimated Useful Lives [Abstract]

^[2]

$ 42,933

Intangible Assets and Estimated Useful Lives [Abstract]

^[2]

4 years

Tradenames [Member]

^[1]

$ 23,997

Intangible Assets and Estimated Useful Lives [Abstract]

^[1]

3 years

Technology [Member]

^[1]

$ 56,548

^[1]

5 years

[1]	Merchant/ Network affiliate relationships, Tradenames and Technology fair values were determined by using the income approach.
[2]	Publisher relationships fair values were determined by using the cost approach.

GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Estimated Future Amortization Expense of Other Intangible Assets [Abstract]
2022	$ 63,492
2023	63,462
2024	60,072
2025	50,968
2026	12,929
Net book value	$ 250,923	$ 3,905

LEASES, Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Maturities of Lease Liabilities [Abstract]
2022	$ 17,231
2023	14,446
2024	13,514
2025	11,883
2026	11,948
Thereafter	14,067
Total undiscounted lease payments	83,089
Less: Interest	(8,605)
Present value of lease liabilities	$ 74,484

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Trade receivables, allowance for credit losses	$ 3,895	$ 4,096
SHAREHOLDERS' EQUITY
Ordinary shares, par value (in dollars per share)	$ 0	$ 0
Ordinary shares, shares authorized (in shares)	700,000,000	176,535,661
Ordinary shares, shares issued (in shares)	234,031,749	41,357,049
Ordinary shares, shares outstanding (in shares)	234,031,749	41,357,049
Convertible Preferred Stock [Member]
CONVERTIBLE PREFERRED SHARES
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, shares authorized (in shares)	0	123,389,750
Preferred stock, shares issued (in shares)	0	121,472,152
Preferred stock, shares outstanding (in shares)	0	121,472,152

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Restricted Shares (Details)			1 Months Ended	12 Months Ended
	Dec. 31, 2021 shares	Jan. 30, 2020 Grantee shares	Oct. 31, 2020 $ / shares shares	Dec. 31, 2021 $ / shares shares
Restricted Shares [Member] \| 2017 Plan [Member]
Restricted Shares [Abstract]
Unvested restricted shares granted (in shares)		7,411,689
Restricted Share Units [Member]
Restricted Shares [Abstract]
Unvested restricted shares granted (in shares)			10,314,654	13,136,685
Restricted Share Units [Member] \| Time-Based Vesting Condition [Member]
Restricted Shares [Abstract]
Unvested restricted shares granted (in shares)			6,598,489
Vesting period				24 months
Restricted Share Units [Member] \| 2017 Plan [Member]
Restricted Shares [Abstract]
Number of grantees effected with unvested restricted share grant \| Grantee		3
Unvested restricted shares granted (in shares)		2,882,324
Share Options [Member]
Restricted Shares [Abstract]
Number of options to acquire ordinary shares (in shares)			5,157,327
Exercise price (in dollars per share) \| $ / shares			$ 0	$ 1.39
Number of options vested (in shares)	1,858,083		1,441,162
Share Options [Member] \| Time-Based Vesting Condition [Member]
Restricted Shares [Abstract]
Vesting period				24 months

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONSOLIDATED STATEMENTS OF INCOME (LOSS) [Abstract]
Revenues	$ 1,378,458	$ 1,188,893	$ 1,093,830
Cost of revenues:
Traffic acquisition cost	859,595	806,541	798,001
Other cost of revenues	77,792	62,855	63,860
Total cost of revenues	937,387	869,396	861,861
Gross profit	441,071	319,497	231,969
Operating expenses:
Research and development expenses	117,933	99,423	84,710
Sales and marketing expenses	206,089	133,741	130,353
General and administrative expenses	130,314	60,140	36,542
Total operating expenses	454,336	293,304	251,605
Operating income (loss) before finance income (expenses)	(13,265)	26,193	(19,636)
Finance income (expenses), net	11,293	(2,753)	(3,392)
Income (loss) before income taxes	(1,972)	23,440	(23,028)
Provision for income taxes	22,976	14,947	4,997
Net income (loss)	(24,948)	8,493	(28,025)
Basic [Abstract]
Less: Undistributed earnings allocated to participating securities	(11,944)	(22,932)	(21,173)
Net income (loss) attributable to ordinary shares - basic	(36,892)	(14,439)	(49,198)
Diluted [Abstract]
Less: Undistributed earnings allocated to participating securities	(11,944)	(22,932)	(21,173)
Net income (loss) attributable to ordinary shares - diluted	$ (36,892)	$ (14,439)	$ (49,198)
Net income (loss) per share attributable to ordinary shareholders
Net income (loss) per share attributable to ordinary shareholders, basic (in dollars per share)	$ (0.26)	$ (0.36)	$ (1.11)
Net income (loss) per share attributable to ordinary shareholders, diluted (in dollars per share)	$ (0.26)	$ (0.36)	$ (1.11)
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic (in shares)	142,883,475	40,333,870	44,324,234
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, diluted (in shares)	142,883,475	40,333,870	44,324,234

LOAN

12 Months Ended

Dec. 31, 2021

LOAN [Abstract]

LOAN

NOTE 12:-

LOAN

Concurrently with the closing of the Connexity Acquisition, on September 1, 2021, the Company entered into a $300,000 senior secured term loan credit agreement (the “Credit Agreement”), among the Company, a wholly-owned Company’s subsidiary, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for borrowings in an aggregate principal amount of up to $300,000 (the “Facility”).

The Facility was fully drawn at closing, net of issuance expenses of $11,250, and the proceeds were used by the Company to finance, in part, the Connexity Acquisition.

The Facility is subject to customary borrowing conditions and bears interest at a variable annual rate based on LIBOR or Base Rate plus a fixed margin. The Facility will mature on the seventh anniversary of the closing date and amortizes at a rate of 1.00% per annum payable in equal quarterly installments, with the remaining principal amount due at maturity.

The Facility is mandatorily prepayable with a portion of the net cash proceeds of certain dispositions of assets, a portion of Taboola’s excess cash flow and the proceeds of incurrences of indebtedness not permitted under the Credit Agreement.

The Credit Agreement also contains customary representations, covenants and events of default. Failure to meet the covenants beyond applicable grace periods could result in acceleration of outstanding borrowings and/or termination of the Facility.

As of December 31, 2021, the total future principal payments related to Credit Facilities are as follows:

	Amount
Year Ending December 31,
2022 (current maturities)	$	3,000
2023		3,000
2024		3,000
2025		3,000
2026		3,000
2027		3,000
2028		281,250
Total	$	299,250

The Facility is guaranteed by the Company and all of its wholly-owned material subsidiaries, subject to certain exceptions set forth in the Credit Agreement (collectively, the “Guarantors”). The obligations of the Borrower and the Guarantors are secured by substantially all the assets of the Borrower and the Guarantors including stock of subsidiaries, subject to certain exceptions set forth in the Credit Agreement.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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EMPLOYEES CONTRIBUTION PLAN [Abstract]

SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Computer Equipment and Software [Member] \| Minimum [Member]
Property and Equipment [Abstract]
Property and equipment of estimated useful life	3 years
Computer Equipment and Software [Member] \| Maximum [Member]
Property and Equipment [Abstract]
Property and equipment of estimated useful life	4 years
Internal-use Software [Member]
Property and Equipment [Abstract]
Property and equipment of estimated useful life	3 years
Office Furniture and Equipment [Member] \| Minimum [Member]
Property and Equipment [Abstract]
Property and equipment of estimated useful life	3 years
Office Furniture and Equipment [Member] \| Maximum [Member]
Property and Equipment [Abstract]
Property and equipment of estimated useful life	7 years

EMPLOYEES CONTRIBUTION PLAN

12 Months Ended

Dec. 31, 2021

EMPLOYEES CONTRIBUTION PLAN

NOTE 14:-

EMPLOYEES CONTRIBUTION PLAN

Pursuant to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment, or a portion thereof. The employees of the Israeli subsidiary elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. For the years ended December 31, 2021, 2020 and 2019, the Company recorded $5,709, $4,744 and $4,322, respectively, in severance expenses related to these employees.

The Company offers a 401(k) Savings plan in the U.S. that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). Under the 401(k) Plan, participating employees can contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer matching contribution. The Company matches 50% of participating employee contributions to the plan up to 6% of the employee’s eligible compensation. For the years ended December 31, 2021, 2020 and 2019, the Company recorded $1,169, $1,143 and $881, respectively, of expenses related to the 401(k) plan.

The entire disclosure for retirement benefits.

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Components of Lease Expense and Supplemental Cash Flow Information

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

LEASES [Abstract]

The components of lease expense and supplemental cash flow information related to leases for the years ended December 31, 2021, 2020 and 2019 were as follows:

	December 31,
	2021		2020		2019

Components of lease expense:
Operating lease cost	$	16,578	$	16,594	$	15,620
Short-term lease cost		583		628		1,249

Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities		18,213		17,217		15,802
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets	$	4,520	$	14,635	$	5,592

Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2021 were as follows:

	December 31,
	2021

2022	$	17,231
2023		14,446
2024		13,514
2025		11,883
2026		11,948
Thereafter		14,067

Total undiscounted lease payments	$	83,089

Less: Interest		(8,605	)

Present value of lease liabilities	$	74,484

GENERAL (Details) $ / shares in Units, $ in Thousands		12 Months Ended
GENERAL (Details) $ / shares in Units, $ in Thousands	Jun. 29, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Sep. 01, 2021 USD ($)
Business Combination [Abstract]
Number of shares held by holder upon merger (in shares) \| shares	1
Ordinary shares, par value (in dollars per share)	$ 0	$ 0	$ 0
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants		30 days
Number of trading days		20 days
Trading day threshold period		30 days
Proceeds from issuance of shares \| $	$ 285,378	$ 285,378	$ 0	$ 0
Warrants liability \| $		53,883	$ 0	$ 0
Transaction costs related to the Warrants liability recognized as general and administrative expenses \| $		4,024
Stock split ratio	2.700701493
Minimum [Member]
Business Combination [Abstract]
Share price (in dollars per share)	$ 18.00
PIPE [Member]
Business Combination [Abstract]
Stock split per share (in dollars per share)	$ 10.00
Shares issued (in shares) \| shares	13,500,000
Proceeds from issuance of shares \| $	$ 135,000
Warrants liability \| $	$ 53,883
Secondary Investors [Member]
Business Combination [Abstract]
Stock split per share (in dollars per share)	$ 10.00
Shares issued (in shares) \| shares	15,120,000
Proceeds from issuance of shares \| $	$ 151,200
ION Acquisition Corp. 1 Ltd [Member]
Business Combination [Abstract]
Number of warrants (in shares) \| shares	0.2
Number of warrants held by holder upon merger (in shares) \| shares	0.2
ION Acquisition Corp. 1 Ltd [Member] \| Class A Ordinary Shares [Member]
Business Combination [Abstract]
Number of ordinary shares (in shares) \| shares	1
Ordinary shares, par value (in dollars per share)	$ 0.0001
Warrants to purchase shares per warrant (in shares) \| shares	1
ION Acquisition Corp. 1 Ltd [Member] \| Class A Ordinary Shares [Member] \| Warrant [Member]
Business Combination [Abstract]
Ordinary shares, par value (in dollars per share)	$ 11.50
ION Acquisition Corp. 1 Ltd [Member] \| Class B Ordinary Shares [Member]
Business Combination [Abstract]
Ordinary shares, par value (in dollars per share)	$ 0.0001
Connexity [Member]
Business Combination [Abstract]
Total purchase price \| $		$ 752,014			$ 752,014

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Equity Based Compensation Expense [Abstract]
Total share based compensation expense	$ 127,957	$ 28,277	$ 8,249
Cost of Revenues [Member]
Equity Based Compensation Expense [Abstract]
Total share based compensation expense	1,891	788	420
Research and Development [Member]
Equity Based Compensation Expense [Abstract]
Total share based compensation expense	29,022	16,491	3,166
Sales and Marketing [Member]
Equity Based Compensation Expense [Abstract]
Total share based compensation expense	44,834	6,930	3,749
General and Administrative [Member]
Equity Based Compensation Expense [Abstract]
Total share based compensation expense	$ 52,210	$ 4,068	$ 914

INCOME TAXES, Reconciliation of Income Tax Expense to Actual Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
INCOME TAXES [Abstract]
Income (loss) before taxes on income, as reported in the consolidated statements of income (loss)	$ (1,972)	$ 23,440	$ (23,028)
Statutory tax rate	23.00%	23.00%	23.00%	35.00%	21.00%
Privileged Enterprise	(244.00%)	(15.00%)	(3.00%)
Permanent difference - nondeductible expenses	(685.00%)	24.00%	(15.00%)
Change in valuation allowance	(138.00%)	(11.00%)	(33.00%)
BEAT	0.00%	44.00%	0.00%
Release of tax-exempt profits under preferred enterprise tax regime	(221.00%)	0.00%	0.00%
Other	101.00%	(1.00%)	6.00%
Effective tax rate	(1164.00%)	64.00%	(22.00%)

SIGNIFICANT ACCOUNTING POLICIES, Internal Use Software Costs (Details)	12 Months Ended
	Dec. 31, 2021
Internal Used Software [Member]
Internal use software costs [Abstract]
Estimated useful life	3 years

EMPLOYEES CONTRIBUTION PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Severance Pay [Abstract]
Term for description of severance pay	1 month
Rate of entitled monthly deposit from the monthly salary	8.33%
Severance expenses	$ 5,709	$ 4,744	$ 4,322
401(k) Plan [Member]
Severance Pay [Abstract]
Severance expenses	$ 1,169	$ 1,143	$ 881
Defined Contribution Plan [Abstract]
Percentage of employee contribution, maximum	100.00%
Employer matching contribution	50.00%
Employee's eligible compensation	6.00%

SIGNIFICANT ACCOUNTING POLICIES, Warrant Liability (Details) - Private Warrants [Member]	Dec. 31, 2021 $ / shares	Jun. 29, 2021 $ / shares
Exercise Price [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	11.50	11.50
Underlying Stock Price [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	7.78	10.54
Minimum [Member] \| Risk Free Interest Rate [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0107	0.0073
Minimum [Member] \| Expected Term [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	3.75	4.26
Minimum [Member] \| Expected Volatility [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.661	0.653
Maximum [Member] \| Risk Free Interest Rate [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0118	0.0089
Maximum [Member] \| Expected Term [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	4.50	5.00
Maximum [Member] \| Expected Volatility [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.686	0.657

INCOME TAXES

12 Months Ended

Dec. 31, 2021

INCOME TAXES [Abstract]

INCOME TAXES

NOTE 15:-

INCOME TAXES

Tax rates

Ordinary taxable income in Israel is subject to a corporate tax rate of 23%. However, the effective tax rate payable by a company that derives income from a Preferred Technological Enterprise (as discussed below) may be considerably lower. Non-Israeli subsidiaries are taxed according to the tax laws in their jurisdictions.

Tax benefits applicable to the Company

The Law for the Encouragement of Industry (Taxes), 1969

The Law for the Encouragement of Industry (Taxes), 1969 (the "Encouragement of Industry Law"), provides several tax benefits for "Industrial Companies". Pursuant to the Encouragement of Industry Law, a company qualifies as an Industrial Company if it is a resident of Israel, the enterprise should be located in Israel and at least 90% of its income in any tax year (exclusive of income from government loans, capital gains, interest and dividends) is generated from an "Industrial Enterprise" that it owns. An Industrial Enterprise is defined as an enterprise whose principal activity, in a given tax year, is industrial activity.

An Industrial Company is entitled to certain tax benefits, including: (i) a deduction of the cost of purchases of patents, know-how and certain other intangible property rights (other than goodwill) used for the development or promotion of the Industrial Enterprise in equal amounts over a period of eight years, beginning from the year in which such rights were first used, (ii) the right to elect to file consolidated tax returns, under certain conditions, with additional Israeli Industrial Companies controlled by it, and (iii) the right to deduct expenses related to public offerings in equal amounts over a period of three years beginning from the year of the offering.

Eligibility for benefits under the Encouragement of Industry Law is not contingent upon the approval of any governmental authority. The Company believes that it currently qualifies as an industrial company within the definition of the Industry Encouragement Law.

Tax benefits under the Law for the Encouragement of Capital Investments, 1959:

Pursuant to the Israeli Law for Encouragement of Capital Investments, 1959 (the “Investments Law”) and its various amendments, the Company has been granted a "Privileged Enterprise" status. The Company has utilized a tax exemption status for the years 2018 and 2019.

The benefits available to a Privileged Enterprise in Israel relate only to taxable income attributable to the specific investment program and are conditioned upon terms stipulated in the Investments Law. If the Company does not fulfill these conditions, in whole or in part, the benefits can be revoked, and the Company may be required to refund the benefits, in an amount linked to the Israeli consumer price index plus interest.

The Company received a Tax Ruling from the Israeli Tax Authority that its activity is an industrial activity and therefore eligible for the status of a Privileged Enterprise, provided that the Company meets the requirements under the tax ruling. As of December 31, 2021, management believes that the Company meets the aforementioned conditions.

Tax exempt earnings are subject to claw back of the corporate tax return when they are distributed as dividend.

On November 15, 2021, the Investments Law was amended in order, inter alia, to encourage companies to voluntarily elect for an immediate payment of corporate tax on previously tax-exempted earnings which were earned pursuant to Approved and Privileged Enterprises (the “Amendment”). The Amendment provides a reduced corporate tax payment on Exempt Earnings accumulated until December 30, 2020 that were not yet distributed as a dividend, all subject to certain qualifying terms and conditions.

The Company had $45,244 in tax-exempt earnings attributable to the Priviledged Enterprise programs. The Company elected to utilize the Amendment in December, 2021 and paid the reduced corporate income tax in the amount of approximately $4,355. As a result of the election, as of December 31, 2021 the Company released all of its previously tax-exempt earnings and they are no longer subject to claw back of corporate taxes upon future dividend distribution.

The New Technological Enterprise Incentives Regime (Amendment 73 to the Investments Law):

The Company applies various benefits allotted to it under the revised Investments Law as per Amendment 73 to the Investments Law regimes through regulations that have come into effect from January 1, 2017. Applicable benefits under the new regime include:

●

Introduction of a benefit regime for “Preferred Technology Enterprises” (“PTE”), granting a 12% tax rate in central Israel on income deriving from benefited intangible assets, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual R&D expenditure and R&D employees, as well as having at least 25% of annual income derived from exports to large markets. PTE is defined as an enterprise which meets the aforementioned conditions and for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A “Special preferred technological enterprise” (“SPTE”) from which total consolidated revenues of the Group of which the Company is a member exceeds NIS 10 billion in the tax year will be subject to tax at a rate of 6% on preferred income from the enterprise, regardless of the enterprise's geographical location.

●

A 12% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset was initially purchased from a foreign resident at an amount of NIS 200 million or more.

●

A withholding tax rate of 20% for dividends paid from PTE income (with an exemption from such withholding tax applying to dividends paid to an Israeli company) may be reduced to 4% on dividends paid to a foreign resident company, subject to certain conditions regarding percentage of foreign ownership of the distributing entity.

The Company is eligible for PTE status which is implemented commencing 2021 and believes it is eligible for its tax benefits.

U.S. Tax reform

On December 22, 2017, the Tax Cuts and Jobs Act (P.L. 115-97) ("TCJA") was enacted, making significant changes to the U.S. tax law. Changes include, but are not limited to, a corporate income tax rate decrease from 35% to 21%, effective for tax years beginning January 1, 2018 and the transition of U.S. international taxation from a worldwide tax system to a modified territorial system, with a one-time mandatory transition tax on U.S. shareholder’s share of post-1986 earnings of all foreign corporations in which it owns at least 10%.

In addition to lowering the statutory corporate income tax rate from 35% to 21%, and among other U.S. international tax provisions, the TCJA introduced the Base Erosion Anti-abuse Tax ("BEAT") which applies a minimum tax on multinational corporations by requiring companies subject to the BEAT to pay the greater of their regular tax liability (less certain credits, including foreign tax credits) or 10% for taxable years beginning in 2019 (12.5% after 2026) of a modified tax base which adds back certain related party payments. The BEAT comparison to the standard corporate income tax must be done each year if the taxpayer’s “base erosion” related party payments exceed 3% of total deductions on its U.S. tax return ("base erosion percentage" is generally the aggregate amount of base erosion tax benefits divided by aggregate amount of all allowable deductions).

The BEAT applies to “applicable taxpayers” making “base erosion payments” (deductible payments) to foreign related parties. “Applicable taxpayers” are U.S. corporations the average annual gross receipts of which for the 3-taxable-year period ending with the preceding taxable year are at least $500,000. Taboola Inc. is an "applicable taxpayer" for BEAT purposes in 2021.

The components of the income (loss) before taxes were as follows:

	Year ended December 31,
	2021			2020		2019

Israel	$	(42,414	)	$	12,450	$	(46,387	)
Foreign		40,442			10,990		23,359

Total	$	(1,972	)	$	23,440	$	(23,028	)

Taxes on income (tax benefit) are comprised as follows:

	Year ended December 31,
	2021			2020			2019
Current:
Israel	$	4,685		$	338		$	621
Foreign		18,944			16,327			4,726
Total current income tax expense		23,629			16,665			5,347
Deferred:
Israel		973			1,678			(106	)
Foreign		(1,626	)		(3,396	)		(244	)
Total deferred income tax benefit		(653	)		(1,718	)		(350	)

Total income taxes	$	22,976		$	14,947		$	4,997

A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows:

	December 31
	2021			2020			2019

Income (loss) before taxes on income, as reported in the consolidated statements of income (loss)		(1,972	)		23,440			(23,028	)

Statutory tax rate in Israel		23	%		23	%		23	%
Privileged Enterprise		(244	%)		(15	%)		(3	%)
Permanent difference - nondeductible expenses		(685	%)		24	%		(15	%)
Change in valuation allowance		(138	%)		(11	%)		(33	%)
BEAT		—			44	%		—
Release of tax-exempt profits under preferred enterprise tax regime		(221	%)		—			—
Other		101	%		(1	%)		6	%

Effective tax rate		(1,164	%)		64	%		(22	%)

The 2021 tax expenses include, tax expenses related to reduced corporate income tax on tax-exempt earning release from previous years (as detailed under Note 15b).

Deferred tax assets and liabilities:

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2021, and 2020 the deferred tax assets and liabilities presented in the balance sheet are comprised as follow:

	December 31
	2021			2020

Deferred tax assets	$	1,876		$	1,382
Deferred tax liabilities	$	(51,027	)	$	(45	)

As of December 31, 2021, and 2020 the Company's deferred taxes were in respect of the following:

	December 31
	2021			2020

Carry forward tax losses	$	1,701		$	1,472
Research and development cost		6,362			2,792
Operating lease liabilities		14,498			13,870
Reserves and allowances		2,902			2,145
Share based compensation		6,076			767
Tax credit carry forward		2,943			1,627
Issuance expenses		1,922			—
Intangible assets		1,830			—
Others		863			54

Deferred tax assets before valuation allowance		39,097			22,727
Valuation allowance		(11,389	)		(6,741	)

Deferred tax assets		27,708			15,986

Intangible assets		(58,855	)		(743	)
Property and equipment		(3,248	)		(1,557	)
Operating lease right-of-use assets		(12,975	)		(12,179	)
Other		(1,781	)		(170	)

Deferred tax liabilities		(76,859	)		(14,649	)

Deferred tax asset (liability), net	$	(49,151	)	$	1,337

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset certain deferred tax assets on December 31, 2021 and 2020 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

As of December 31, 2021, the Company has an accumulated tax loss carry-forward of approximately $8,400 in Israel and $1,700 federal tax in the U.S. which can be offset indefinitely.

The U.S. subsidiary’s utilization of its federal net operating losses is subject to an annual limitation due to a “change in ownership,” as defined in Section 382 of the Code. The annual limitation may result in the expiration of net operating losses before utilization.

As of December 31, 2021, $91,608 of undistributed earnings held by the Company’s foreign subsidiaries are designated as indefinitely reinvested. If these earnings were re-patriated to Israel, they would be subject to income taxes and to an adjustment for foreign tax credits and foreign withholding taxes in the amount of $11,873. The Company did not recognize deferred taxes liabilities on undistributed earnings of its foreign subsidiaries, as the Company intends to indefinitely reinvest those earnings.

A reconciliation of the beginning and ending balance of total unrecognized tax positions is as follows:

	Year ended December 31,
	2021			2020

Unrecognized tax position, beginning of year	$	2,370		$	1,177
Increase due to acquisition		307			—
Decreases related to prior years’ tax positions		(280	)		—
Increases related to current years’ tax positions		1,203			1,935
Decreases due to lapses of statutes of limitations		(516	)		(742	)

Unrecognized tax position, end of year	$	3,084		$	2,370

As of December 31, 2021, the total amount of gross uncertain tax benefits was $3,084, out of which an amount of $2,635 if recognized would affect the Company’s effective tax rate. The Company currently does not expect uncertain tax positions to change significantly over the next 12 months, except in the case of settlements with tax authorities, the likelihood and timing of which is difficult to estimate.

As of December 31, 2021 and 2020, unrecognized tax benefit in the amount of $449 and $246 was presented net from deferred tax assets.

Tax assessments:

The Company has final tax assessments in Israel through 2017, in UK through 2015, and in US through 2017.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid expenses	$ 33,684	$ 7,605
Government institutions	14,409	10,100
Other current assets	15,301	3,904
Prepaid expenses and other current assets	$ 63,394	$ 21,609

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2021

SEGMENT INFORMATION [Abstract]

SEGMENT INFORMATION

NOTE 16:-

SEGMENT INFORMATION

Geographic information:

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

	Year ended December 31,
	2021		2020		2019
Israel	$	190,615	$	176,014	$	163,632
United Kingdom		69,858		50,996		41,339
United States		535,349		511,982		547,722
Germany		147,808		103,154		82,945
France		56,614		50,646		36,456
Rest of the World		378,214		296,101		221,736

Total	$	1,378,458	$	1,188,893	$	1,093,830

The following table represents the Company’s long-lived assets, net by geographic area:

	Year ended December 31,
	2021		2020
Israel	$	69,447	$	62,172
United States		41,549		37,208
United Kingdom		11,706		13,531
Rest of the World		5,662		8,041

Total	$	128,364	$	120,952

(*)

Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets, net.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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