0001140361-23-011303 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-40566
Entity Registrant Name	TABOOLA.COM LTD.
Entity Central Index Key	0001840502
Entity Incorporation, State or Country Code	L3
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	16 Madison Square West
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	206-7633
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 427.4
Auditor Firm ID	1281
Auditor Name	Kost Forer Gabbay & Kasierer
Auditor Location	Tel Aviv, Israel
Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Ordinary shares, no par value
Trading Symbol	TBLA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		295,676,002
Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase ordinary shares
Trading Symbol	TBLAW
Security Exchange Name	NASDAQ
Non-Voting Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		45,198,702

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 165,893	$ 319,319
Short-term investments	96,914	0
Restricted deposits	750	1,000
Trade receivables (net of allowance for credit losses of $6,748 and $ 3,895 as of December 31, 2022 and 2021, respectively)	256,708	245,235
Prepaid expenses and other current assets	73,643	63,394
Total current assets	593,908	628,948
NON-CURRENT ASSETS
Long-term prepaid expenses	42,945	32,926
Restricted deposits	4,059	3,897
Deferred tax assets, net	3,821	1,876
Operating lease right of use assets	66,846	65,105
Property and equipment, net	73,019	63,259
Intangible assets, net	189,156	250,923
Goodwill	555,869	550,380
Total non-current assets	935,715	968,366
Total assets	1,529,623	1,597,314
CURRENT LIABILITIES
Trade payables	247,504	259,941
Short-term operating lease liabilities	14,753	12,958
Accrued expenses and other current liabilities	102,965	124,662
Current maturities of long-term loan	3,000	3,000
Total current liabilities	368,222	400,561
LONG-TERM LIABILITIES
Long-term loan, net of current maturities	223,049	285,402
Long-term operating lease liabilities	57,928	61,526
Warrants liability	6,756	31,227
Other long-term and deferred tax liabilities, net	39,133	51,027
Total long-term liabilities	326,866	429,182
COMMITMENTS AND CONTINGENCIES (Note 18)
SHAREHOLDERS' EQUITY
Ordinary shares with no par value- Authorized: 700,000,000 as of December 31, 2022 and 2021; 254,133,863 and 234,031,749 shares issued and outstanding as of December 31, 2022 and 2021, respectively.	0	0
Additional paid-in capital	903,789	824,016
Accumulated other comprehensive loss	(834)	0
Accumulated deficit	(68,420)	(56,445)
Total shareholders' equity	834,535	767,571
Total liabilities and shareholders' equity	$ 1,529,623	$ 1,597,314

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Trade receivables, allowance for credit losses	$ 6,748	$ 3,895
SHAREHOLDERS' EQUITY
Ordinary shares, par value (in dollars per share)	$ 0	$ 0
Ordinary shares, shares authorized (in shares)	700,000,000	700,000,000
Ordinary shares, shares issued (in shares)	254,133,863	234,031,749
Ordinary shares, shares outstanding (in shares)	254,133,863	234,031,749

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF INCOME (LOSS) [Abstract]
Revenues	$ 1,401,150	$ 1,378,458	$ 1,188,893
Cost of revenues:
Traffic acquisition cost	831,508	859,595	806,541
Other cost of revenues	105,389	77,792	62,855
Total cost of revenues	936,897	937,387	869,396
Gross profit	464,253	441,071	319,497
Operating expenses:
Research and development	129,276	117,933	99,423
Sales and marketing	246,803	206,089	133,741
General and administrative	101,839	130,314	60,140
Total operating expenses	477,918	454,336	293,304
Operating income (loss)	(13,665)	(13,265)	26,193
Finance income (expenses), net	9,213	11,293	(2,753)
Income (loss) before income taxes	(4,452)	(1,972)	23,440
Income tax expenses	(7,523)	(22,976)	(14,947)
Net income (loss)	(11,975)	(24,948)	8,493
Basic [Abstract]
Less: Undistributed earnings allocated to participating securities	0	(11,944)	(22,932)
Net loss attributable to Ordinary shares - basic	(11,975)	(36,892)	(14,439)
Diluted [Abstract]
Less: Undistributed earnings allocated to participating securities	0	(11,944)	(22,932)
Net loss attributable to Ordinary shares - diluted	$ (11,975)	$ (36,892)	$ (14,439)
Net loss per share attributable to Ordinary shareholders
Net loss per share attributable to Ordinary shareholders, basic (in dollars per share)	$ (0.05)	$ (0.26)	$ (0.36)
Net loss per share attributable to Ordinary shareholders, diluted (in dollars per share)	$ (0.05)	$ (0.26)	$ (0.36)
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares)	254,284,781	142,883,475	40,333,870
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares)	254,284,781	142,883,475	40,333,870

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract]
Net income (loss)	$ (11,975)	$ (24,948)	$ 8,493
Other comprehensive loss, net of tax:
Unrealized losses on available-for-sale marketable securities	(521)	0	0
Unrealized losses on derivative instruments, net	(313)	0	0
Other comprehensive loss	(834)	0	0
Comprehensive income (loss)	$ (12,809)	$ (24,948)	$ 8,493

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

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 Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2019	$ 170,206
Beginning balance (in shares) at Dec. 31, 2019	121,472,152
Beginning balance at Dec. 31, 2019		$ 0	$ 47,257	$ 0	$ (39,990)	$ 7,267
Beginning 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
Other comprehensive loss						0
Net income (loss)					8,493	8,493
Ending balance at Dec. 31, 2020	$ 170,206
Ending balance (in shares) at Dec. 31, 2020	121,472,152
Ending balance at Dec. 31, 2020		$ 0	78,137	0	(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)
Other comprehensive loss						0
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	0	(56,445)	767,571
Ending balance (in shares) at Dec. 31, 2021		234,031,749
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses			76,853			76,853
Exercise of options and vested RSUs			8,671			8,671
Exercise of options and vested RSUs (in shares)		18,875,104
Connexity issuance of Holdback						0
Connexity issuance of Holdback (in shares)		1,227,010
Payments of tax withholding for share-based compensation			(5,751)			(5,751)
Other comprehensive loss				(834)		(834)
Net income (loss)					(11,975)	(11,975)
Ending balance at Dec. 31, 2022	$ 0
Ending balance (in shares) at Dec. 31, 2022	0
Ending balance at Dec. 31, 2022		$ 0	$ 903,789	$ (834)	$ (68,420)	$ 834,535
Ending balance (in shares) at Dec. 31, 2022		254,133,863

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ (11,975)	$ (24,948)	$ 8,493
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	91,221	53,111	33,957
Share-based compensation expenses	74,921	127,957	28,277
Net loss (gain) from financing expenses	4,476	(2,320)	(3,318)
Revaluation of the Warrants liability	(24,471)	(22,656)	0
Amortization of loan and credit facility issuance costs	2,009	402	0
Amortization of premium and accretion of discount on short-term investments, net	(679)	0	0
Accrued interest, net	0	0	520
Change in operating assets and liabilities:
Increase in trade receivables	(11,242)	(40,113)	(3,294)
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses	(10,785)	(64,923)	17,975
Increase (decrease) in trade payables	(16,825)	23,862	23,434
Increase (decrease) in accrued expenses and other current liabilities and other long-term liabilities	(21,932)	16,182	34,344
Decrease in deferred taxes, net	(17,329)	(1,581)	(3,380)
Change in operating lease right of use assets	15,528	14,529	13,758
Change in operating lease liabilities	(19,433)	(15,981)	(11,679)
Net cash provided by operating activities	53,484	63,521	139,087
Cash flows from investing activities
Purchase of property and equipment, including capitalized internal-use software	(34,914)	(39,070)	(17,774)
Cash paid in connection with acquisitions, net of cash acquired	(7,981)	(583,457)	(202)
Proceeds from (investment in) restricted deposits	91	2,067	(104)
Proceeds from short-term deposits	0	0	28,963
Purchase of short-term investments	(126,381)	0	0
Proceeds from sales and maturities of short-term investments	29,624	0	0
Net cash provided by (used in) investing activities	(139,561)	(620,460)	10,883
Cash flows from financing activities
Exercise of options and vested RSUs	8,387	10,018	2,603
Issuance of Ordinary shares, net of offering costs	0	285,378	0
Payments of tax withholding for share-based compensation expenses	(5,751)	(6,152)	0
Proceeds from long-term loan, net of debt issuance costs	0	288,750	0
Repayment of long-term loan	(64,264)	(750)	0
Costs associated with entering into a revolving credit facility	(1,245)	0	0
Issuance of Warrants	0	53,883	0
Net cash provided by (used in) financing activities	(62,873)	631,127	2,603
Exchange rate differences on balances of cash and cash equivalents	(4,476)	2,320	3,318
Increase (decrease) in cash and cash equivalents	(153,426)	76,508	155,891
Cash and cash equivalents - at the beginning of the period	319,319	242,811	86,920
Cash and cash equivalents - at end of the period	165,893	319,319	242,811
Supplemental disclosures of cash flow information:
Income taxes	28,798	15,475	9,980
Interest	20,712	1,125	715
Non-cash investing and financing activities:
Purchase of property and equipment, including capitalized internal-use software	1,657	1,120	1,879
Share-based compensation included in capitalized internal-use software	1,932	783	0
Deferred offering costs incurred during the period included in long-term prepaid expenses	0	0	2,096
Creation of operating lease right-of-use assets	17,269	4,520	14,635
Fair value of ordinary shares issued as consideration of the acquisition	$ 0	$ 157,689	$ 0

GENERAL

12 Months Ended

Dec. 31, 2022

GENERAL [Abstract]

GENERAL

NOTE 1:-

GENERAL

a.	Taboola.com Ltd. (together with its subsidiaries, the “Company” or “Taboola”) was incorporated under the laws of the state of Israel on September 3, 2006.

Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence-based, algorithmic engine developed over the 15 years since the Company began operations in 2007. Taboola partners with websites, devices, and mobile apps (collectively referred to as “digital properties”), to recommend editorial content and advertisements on the Open Web. Digital properties use Taboola’s technology platforms to achieve their business goals, such as driving new audiences to their sites and apps or increasing engagement with existing audiences. Taboola also provides monetization opportunities to digital properties by surfacing paid recommendations by advertisers. Taboola is a business-to-business company with no competing consumer interests. Taboola empowers advertisers to leverage its proprietary AI-powered recommendation platform to reach targeted audiences utilizing effective, native ad-formats across digital properties. As part of the Company e-Commerce offerings, it also syndicates its retailer advertisers’ monetized product listings and links (clickable advertisements) into commerce content-oriented consumer experiences on both the Open Web and within the dominant traditional ad platforms. Taboola generates revenues when people (consumers) 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 shares a portion of the resulting revenue with the digital properties who display those ads.

On June 29, 2021 (the “Transaction Date”) one of Taboola’s subsidiaries merged with and into ION Acquisition Corp. 1 Ltd. (“ION”), with ION continuing as the surviving company and becoming Taboola’s direct, wholly-owned subsidiary, which was accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP (the “Business Combination”).

As result of the Business Combination, the Company’s Ordinary Shares, no par value per share (the “Ordinary Shares”) and Public Warrants (as defined in our Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC on March 24, 2022), and together with the Private Warrants as defined therein, the “Warrants”) began trading on The Nasdaq Global Market LLC on June 30, 2021, among other things. The Business Combination was consummated under a merger agreement with ION dated January 25, 2021 (the “Merger Agreement”).

In September 2021, the Company entered into a registration rights agreement under which the Company agreed, in accordance with the terms of the registration right agreement, to register the Company’s Ordinary Shares issued to the seller (as defined in Note 7) for resale under the Securities Act of 1933, as amended.

In November 2022, the Company announced it entered into a 30-year exclusive commercial agreement with Yahoo Inc. (“Yahoo”), under which Taboola will power native advertising across all of Yahoo’s digital properties, expanding the Company’s native advertising offering. In connection with this transaction, and following approval by the Company’s shareholders on December 30, 2022, the articles of association of the Company were amended and restated (the “Articles”) in their entirety to include a Non-Voting Ordinary Share class with an authorized share capital of 46,000,000. In January 2023, subsequent to the balance sheet date, the Company closed the transaction related agreements, including the issuance of 39,525,691 Ordinary Shares and 45,198,702 Non-Voting Ordinary Shares to Yahoo.

The Non-Voting Ordinary Shares are not entitled to vote on or receive notices with respect to any matter pursuant to our Articles and are not entitled to vote or to be counted for purposes of determining whether any vote required under the Articles has been approved by the requisite percentage of voting securities or to be counted towards any quorum required pursuant to the Articles. Except with respect to the voting rights and to the rights to receive notice of meetings of the shareholders, the Non-Voting Ordinary Shares will have rights identical to the rights of Ordinary Shares. In connection with the transaction, the Company and Yahoo entered into an Investor Rights Agreement, under which, inter alia, Yahoo is entitled, in certain circumstances, to cause the Company to register the Ordinary Shares issued to Yahoo for resale under the Securities Act of 1933, as amended. The following table provides pro forma information for the issuance of Ordinary Shares and Non-Voting Ordinary Shares under the Yahoo transaction as if the transaction closed on December 31, 2022:

	December 31, 2022
	As reported		Pro forma Unaudited

Long-term prepaid expenses	$	42,945	$	303,896
Total assets	$	1,529,623	$	1,790,574
Total shareholders’ equity	$	834,535	$	1,095,486

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

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 the 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.

The Company’s management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as gross versus net in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease (4) the useful lives of property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of share-based compensation (7) the fair value of financial assets and liabilities, including the fair value of marketable securities, Private Warrants and derivative instruments (8) the fair value of acquired intangible assets and goodwill annual impairment test, and (9) the recognition and disclosure of contingent liabilities.

These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

As of December 31, 2022, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors, such as rising interest rates, inflation and changes in foreign currency exchange rates, continue to evolve. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods.

Functional Currency

The Company’s functional currency is the U.S. dollars (“dollars”), as majority of the Company’s revenues and costs of revenues are denominated in dollars. Accordingly, foreign currency assets and liabilities are remeasured into dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred or the average exchange rate in the month in accordance with ASC 830, “Foreign Currency Matters”. Gains or losses from foreign currency exchange rate re-measurement and settlements are included in finance income (expenses), net in the consolidated statements of income (loss).

Cash and cash equivalents

Cash and cash equivalents consist of cash in banks and highly liquid marketable securities investments, money market account and funds, commercial paper and corporate debt securities, with an original maturity of three months or less at the date of purchase and are readily convertible to known amounts of cash.

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, short-term investments, trade receivables, trade payables, accrued liabilities and other current liabilities, Warrants liability and derivative financial instruments. Short-term investments, Warrants liability and derivative financial instruments are stated at fair value on a recurring basis. Cash equivalents, restricted deposits, trade receivables, trade payables, accrued liabilities and other current liabilities, are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date.

Derivative Financial Instruments

The Company enters into foreign currency forward and option contracts with financial institutions to protect itself against the foreign exchange risks, mainly exposure to changes in the exchange rate of the New Israeli Shekel (“NIS”) against the U.S. dollar that are associated with forecasted future cash flows related to salary expenses, for up to twelve months, as part of the Company’s risk management strategy. The Company does not enter into derivative transactions for trading or speculative purposes.

In accordance with ASC 815 “Derivatives and Hedging”, the Company recognizes all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on their intended use and their designation.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedge, changes in the fair value of these derivatives are recorded in accumulated other comprehensive income (loss) as a component of shareholders’ equity in the consolidated balance sheets until the forecasted transaction occurs. Upon occurrence, the Company reclassifies the related gains or losses on the derivative to the same financial statement line item in the consolidated statements of income (loss) to which the derivative relates. In case the Company discontinues cash flow hedges, it records the related amount in finance income (expenses), net, on the consolidated statements of income (loss).

The Company accounts for its derivative financial instruments as either prepaid expenses and other current assets or accrued expenses and other current liabilities in the consolidated balance sheets at their fair value.

Short-term investments

The Company’s short-term investments consist of marketable securities. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including those with maturities beyond 12 months, as current assets in the consolidated balance sheets.

The Company carries these securities at fair value and records unrealized gains and losses, net of taxes, in accumulated other comprehensive income (loss) as a component of shareholders’ equity, except for changes in allowance for expected credit losses, which are recorded in finance income (expenses), net.

The Company periodically evaluates its available-for-sale debt securities for impairment. If the amortized cost of an individual security exceeds its fair value, the Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the Company writes down the security to its fair value and records the impairment charge in finance income (expenses), net, in the consolidated statements of income (loss).

If neither of these criteria are met, the Company determines whether credit loss exists. Credit loss is estimated by considering changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors.

Realized gains and losses on available-for-sale marketable securities are included in the consolidated statements of income (loss).

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 deposits, short-term investments, trade receivables, and derivative instruments.

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, 2022, the Company has not experienced credit losses related to these balances.

As of December 31, 2022 and 2021, the Company maintained balances of approximately $32,764 and $162,301, respectively, with U.S. banks in excess of the amounts insured by the FDIC and $41,834 and $35,814, respectively, with United Kingdom banks in excess of the amounts insured by the FSCS. (See Note 21).

The Company’s short-term investments are investments in marketable securities with high credit ratings as required by the Company’s investment policy and are not insured or guaranteed.

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, 2022 and 2021, 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.

The Company’s derivatives expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate such risk by limiting its counterparties to major financial institutions and by spreading the risk across a number of major financial institutions.

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 accounts for its leases under ASU 2016-02, “Leases”. The Company determines if an arrangement is or contains a lease at inception. The Company has elected not to recognize short-term leases on the balance sheet, nor separate lease and non-lease components and currently does not have any finance leases.

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 lease commencement date 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

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. 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

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

The excess of the value of consideration transferred over the aggregate fair value of those net assets is 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. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, 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.

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 statements of income (loss).

Intangible Assets

Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations. 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. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances require a revision to the remaining period of amortization.

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

		Years
Marchant/Network affiliate relationships		4.5
Publisher relationships		4
Tradenames		2 - 3
Technology		4 - 5
Customer relationships		5 - 9

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment in accordance with ASC 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, 2022, 2021 and 2020.

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 December 31, 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, 2022, 2021 and 2020.

Segment Information

The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the Company’s CEO, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.

Revenue Recognition

Under ASC 606, “Revenues from Contracts with Customers”, 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 (collectively, “Advertisers”). Advertisers pay Taboola for those clicks, purchases or impressions and Taboola generally shares 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 bills the customers and recognizes 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 bills the customers and recognizes revenues 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 arrangements it acts as principal 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 and controls what recommendations to place; (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 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 Business Combination) 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 Business Combination, 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 as of December 31, 2022 and 2021, were as follows:

Input	December 31,
	2022			2021

Risk-free interest rate		4.08% - 4.18	%		1.07% - 1.18	%
Expected term (years)		2.75 - 3.50			3.75 - 4.50
Expected volatility		67.5% - 69.3	%		66.1% - 68.6	%
Exercise price	$	11.50		$	11.50
Underlying stock price	$	3.08		$	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 Private Warrants.

●

The expected term was based on the maturity of the Private Warrants of five years following June 29, 2021, the Business Combination 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 share volatility assumption was based on the implied volatility from a set of comparable publicly-traded companies 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 implements 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 of 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,
	2022		2021		2020

Volatility		66.0% - 66.9%		51.5% - 65.6%		50.0% - 54.0%
Risk-free interest rate		1.86% - 3.78%		0.61% - 1.36%		0.38% - 0.67%
Dividend yield		0%		0%		0%
Expected term (in years)		5.49 - 6.1		5 - 6.86		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 the Company’s 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 yields of the 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 for 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.

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.

For periods before the Company’s shares began trading on June 30, 2021, the Company calculated basic net income (loss) per share using the two-class method required for participating securities. 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.

Reclassification

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

Recently Adopted Accounting Pronouncements

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. The Company adopted the guidance on January 1, 2022. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

In October 2021, 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 elected to early adopt ASU 2021-08 on January 1, 2022, and apply this new guidance to all business combinations consummated subsequent to this date. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

CASH AND CASH EQUIVALENTS

12 Months Ended

Dec. 31, 2022

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,
	2022		2021

Cash	$	142,127	$	137,050
Money market accounts and funds		22,583		125,064
Time deposits		1,183		57,205

Total Cash and cash equivalents	$	165,893	$	319,319

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

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 years ended December 31, 2022 and 2021.

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2022 and 2021, by level within the fair value hierarchy:

		Fair value measurements as of
Description	Fair Value Hierarchy	December 31, 2022			December 31, 2021
Assets:
Cash equivalents:
Money market accounts and funds	Level 1	$	22,583		$	125,064
Short-term investments:
U.S. government treasuries	Level 2	$	46,222		$	—
Corporate debt securities	Level 2	$	21,636		$	—
U.S. agency bonds	Level 2	$	20,491		$	—
Commercial paper	Level 2	$	8,565		$	—


Liabilities:
Warrants liability:
Public Warrants	Level 1	$	(2,856	)	$	(8,963	)
Private Warrants	Level 3	$	(3,900	)	$	(22,264	)
Derivative instruments liability:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	(313	)	$	—

The Company classifies its money market accounts and funds as Level 1 based on quoted market prices in active markets.

The Company classifies its short-term investments and derivative financial instruments within Level 2 as they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.

The Company measures the fair value for Warrants by using a quoted price for the Public Warrants, which are classified as Level 1, and a Black-Scholes simulation model for the Private Warrants, which are classified as Level 3, due to the use of unobservable inputs.

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

Input	Private Warrants			Public Warrants			Total Warrants

Fair value as of December 31, 2021	$	22,264		$	8,963		$	31,227
Change in fair value		(18,364	)		(6,107	)		(24,471	)
Fair value as of December 31, 2022	$	3,900		$	2,856		$	6,756

- Definition

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

SHORT-TERM INVESTMENTS

12 Months Ended

Dec. 31, 2022

SHORT-TERM INVESTMENTS [Abstract]

SHORT-TERM INVESTMENTS

NOTE 5:- SHORT-TERM INVESTMENTS

The following is a summary of available-for-sale marketable securities:

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government treasuries	$	46,452	$	—	$	(230	)	$	46,222
Corporate debt securities		21,762		—		(126	)		21,636
U.S. agency bonds		20,622		—		(131	)		20,491
Commercial paper		8,599		—		(34	)		8,565
Total	$	97,435	$	—	$	(521	)	$	96,914

As of December 31, 2021 the Company did not have any available-for-sale marketable securities.

For the year ended December 31, 2022, the unrealized losses related to marketable securities (which were accumulated in a period of less than 12 months) were as a result of market fluctuations and not due to credit related losses, therefore, the Company did not record an allowance for credit losses for its available-for-sale marketable securities.

As of December 31, 2022, all of the Company’s available-for-sale marketable securities were due within one year.

As of December 31, 2022, the notional amounts of the Company’s derivative instruments designated as cash flow hedging instruments outstanding in U.S. dollars, which are translated and calculated based on forward rates, amounted to $38,669.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2022

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 6:-

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company records all cash flow hedging instruments on the consolidated balance sheets at fair value. The fair value of cash flow hedging instruments recorded as liabilities as of December 31, 2022, was $313, which were recorded in accrued expenses and other current liabilities in the consolidated balance sheets.

The changes related to cash flow hedging instruments, recorded in the consolidated statements of income (loss), for the year ended December 31, 2022, were as follows:

	Year ended December 31,
	2022
Cost of revenues	$	450
Research and development		3,244
Sales and marketing		620
General and administrative		538
Total losses recognized in the consolidated statements of income (loss), net	$	4,852

Effect of Foreign Currency Contracts on Accumulated Other Comprehensive Loss

Net unrealized losses of foreign currency contracts designated as cash flow hedging instruments are recorded in accumulated other comprehensive losses.

The changes in unrealized losses on the Company’s derivative instruments recorded in accumulated other comprehensive loss were as follows:

	Year ended December 31,
	2022
Unrealized losses on derivative instruments as of December 31, 2021	$	—
Changes in fair value of derivative instruments		(5,165	)
Reclassification of losses recognized in the consolidated statements of income (loss) from accumulated other comprehensive loss		4,852
Unrealized losses on derivative instruments as of December 31, 2022	$	(313	)

All net deferred losses in accumulated other comprehensive loss as of December 31, 2022, are expected to be recognized over the next twelve months as operating expenses in the same financial statement line item in the consolidated statements of income (loss) to which the derivative relates.

For the years ended December 31, 2021 and 2020 the Company did not have any derivative instruments or hedging activities.

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2022

BUSINESS COMBINATION [Abstract]

BUSINESS COMBINATION

NOTE 7:-

BUSINESS COMBINATION

Connexity

On September 1, 2021, the Company completed the acquisition of Shop Holding Corporation (“Connexity”) (the “Connexity Acquisition”), an independent e-Commerce media platform in the open web, from Shop Management, LLC (“Seller”). Connexity is a technology and data-driven integrated marketing services company focused on the e-commerce ecosystem. Through a focus on performance-based retail marketing, Connexity enables retailers and brands to understand their consumers better, acquire new customers at a lower cost, and increase sales from their target consumers. Connexity offers a comprehensive range of marketing services to online retailers and brands in the U.S. and Europe, including syndicated product listings, search marketing, and customer insights. Connexity corporate headquarters is in Santa Monica, California, and the Company also maintains an office in Karlsruhe, Germany.

In accordance with the acquisition method of accounting, the total purchase price for the Connexity Acquisition was $753,217, comprised of $593,894 in cash and $157,689 based on the fair value of 17,328,049 shares of the Company’s Ordinary Shares on the closing date and additional subsequent payment of $1,634 made during 2022 (of which $431 were accrued in December 2021).

During the year ended December 31, 2022, the Company performed final settlement of net working capital transactions that resulted in a net decrease of $374 in Goodwill.

The Company incurred acquisition-related transaction costs of $6,432 during the year ended December 31, 2021, which were included in general and administrative expenses in the consolidated statements of income (loss).

The Company also committed to issue 3,681,030 of the Company’s Ordinary Shares to certain Connexity employees, to be released to those employees over the period of three years after the acquisition date, subject to their continued service and expensed over the applicable service periods. In addition, pursuant to the purchase agreement, the Company issued approximately $40,000 of RSUs to Connexity employees in accordance with the terms of the Company’s equity plan. These RSUs are expected to vest and be expensed over a 4-5 year service period.

On September 1, 2022, pursuant to Connexity three years holdback agreement with certain Connexity employees, the Company issued 1,227,010 Ordinary Shares. Subsequent to the balance sheet date, on March 1, 2023, the Company issued additional 581,400 Ordinary shares.

The following table summarizes the final fair value of assets acquired and liabilities assumed:

	September 1, 2021
	September 1, 2021
Cash and cash equivalents	$	10,437
Other current assets		50,785
Intangible assets		270,025
Goodwill		530,800
Other noncurrent assets		8,432
Total assets acquired		870,479

Current liabilities		66,769
Deferred tax liability, net		50,493
Total liabilities assumed		117,262
Total purchase consideration	$	753,217

Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired, and is attributable primarily to expected synergies, economies of scale and the assembled workforce of Connexity. Goodwill is not deductible for income tax purposes.

The following table presents components of the identified intangible assets acquired and their estimated useful lives as of date of acquisition:

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

___________________________________________

(1)	Fair value was determined by using the income approach.
(2)	Fair value was determined by using the cost approach.

The results of operations of Connexity have been included in the consolidated financial statements since the acquisition date of September 1, 2021. Connexity revenue included in the Company’s consolidated statement of operations from September 1, 2021, through December 31, 2021, was $37,692. There is no practical way to determine net income attributable to Connexity due to integration.

The following unaudited pro forma combined financial information table presents the results of operations of the Company and Connexity as if the acquisition of Connexity have been completed on January 1, 2020. The unaudited pro forma financial information includes adjustments primarily related to amortization of the acquired intangible assets, recognition of transaction costs and bonuses, recognition of share-based compensation associated with RSU grants to Connexity employees and the holdback consideration, as noted above.

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	)

Gravity R&D Zrt.

In July 2022, the Company completed the acquisition of Gravity R&D Zrt. (“Gravity R&D”) a privately-held company based in Budapest, Hungary, which provides personalization recommendation services for a total consideration of $6,982, net of cash acquired. As part of a preliminary purchase price allocation , $1,790 was attributed to identified intangible assets, $5,863 to goodwill. Goodwill is not deductible for income tax purposes.

Total acquisition-related transaction costs of $742 were incurred in relation to the acquisition, which were recognized as an expense and included in general and administrative expenses in the consolidated statements of income (loss).

The results of Gravity R&D operations were consolidated in the Company’s consolidated financial statements commencing on the date of the acquisition and were immaterial to the Company’s results of operations for the year ended December 31, 2022. Pro forma information has not been provided, since the impact of Gravity R&D’s financial results were immaterial to the revenue and net income (loss) of the Company.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2022

PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 8:-

PREPAID EXPENSES AND OTHER CURRENT ASSETS

	December 31,
	2022		2021

Prepaid expenses	$	51,110	$	33,684
Government institutions		15,277		14,409
Other current asset		7,256		15,301
	$	73,643	$	63,394

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT, NET [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 9:-

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	December 31,
	2022			2021
Computer and equipment and software	$	180,064		$	159,407
Internal-use software		48,433			34,781
Leasehold improvements		19,211			17,803
Office furniture and equipment		5,155			4,563
Property and equipment, gross		252,863			216,554
Less accumulated depreciation		(179,844	)		(153,295	)
Property and equipment, net	$	73,019		$	63,259

The Company capitalized internal-use software costs of $14,954 and $13,522 for the years ended December 31, 2022 and 2021, 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 $5,422, $1,923 and $1,486 for the years ended December 31, 2022, 2021 and 2020, respectively.

Total depreciation expenses (including amortization of internal-use software) for the years ended December 31, 2022, 2021 and 2020, were $27,664, $30,104 and $31,397, respectively.

For the years ended December 31, 2022, 2021 and 2020, the Company wrote off fully depreciated property and equipment, which were no longer in use, with a cost basis of $2,393, $0 and $6,798, respectively.

GOODWILL AND INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2022

GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

NOTE 10:-

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, 2020	$	19,206
Additions from acquisition (1)		531,174
Balance as of December 31, 2021		550,380
Purchase accounting adjustment (1)		(374	)
Additions from acquisition (2)		5,863
Balance as of December 31, 2022	$	555,869

__________________________________________

(1)

Related to the Connexity acquisition.

(2)

Related to the Gravity R&D acquisition.

Intangible Assets, Net

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

December 31, 2022	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted- Average Remaining Useful Life (In years)
Merchant/Network affiliate relationships	$	146,547	$	(43,421	)	$	103,126		3.17
Technology		74,193		(32,042	)		42,151		3.66
Publisher relationships		42,933		(14,311	)		28,622		2.67
Tradenames		24,097		(10,689	)		13,408		1.67
Customer relationship		13,156		(11,307	)		1,849		2.66
Total	$	300,926	$	(111,770	)	$	189,156

December 31, 2021	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted- Average Remaining Useful Life (In years)
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 relationship		12,256		(10,367	)		1,889		2.08
Total	$	299,136	$	(48,213	)	$	250,923

Amortization expenses for intangible assets were $63,557, $23,007 and $2,560 for the years ended December 31, 2022, 2021 and 2020, respectively.

The estimated future amortization expense of definite-lived intangible assets as of December 31, 2022, is as follows:

Year Ending December 31,
2023	$	63,890
2024		60,519
2025		51,409
2026		13,246
2027		92
Total	$	189,156

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2022

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 11:-

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	December 31,
	2022		2021
Employees and related benefits	$	27,559	$	42,002
Advances from customers		23,797		24,310
Government authorities		22,177		27,174
Accrued expenses		12,862		12,599
Accrued vacation pay		11,761		13,404
Derivative instruments		313		—
Other		4,496		5,173
	$	102,965	$	124,662

LEASES

12 Months Ended

Dec. 31, 2022

LEASES [Abstract]

LEASES

NOTE 12:-

LEASES

The main operating lease expenses include leases of office locations, data centers, and vehicles. The lease terms of the Company’s operating leases generally range from 2 years to 11 years, with various expiration dates through 2033.

The following table presents supplemental information related to the operating leases:

	December 31,
	2022			2021

Weighted average remaining operating lease term in years		5.4			5.5
Weighted average discount rate of operating leases		4.36	%		3.73	%

The Company lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

The components of lease expense related to leases for the years ended December 31, 2022, 2021 and 2020 were as follows:

	Year ended December 31,
	2022			2021		2020
Components of lease expense:
Operating lease cost	$	18,218		$	17,102	$	16,594
Short-term lease cost		1,735			583		628
Sublease income		(447	)		—		—

Maturities of lease liabilities as of December 31, 2022, were as follows:

	Amount
Year Ending December 31,
2023	$	16,645
2024		16,143
2025		14,175
2026		13,019
2027		9,631
Thereafter		13,692
Total undiscounted lease payments	$	83,305
Less interest		(10,624	)
Present value of lease liabilities	$	72,681

FINANCING ARRANGEMENTS

12 Months Ended

Dec. 31, 2022

FINANCING ARRANGEMENTS [Abstract]

FINANCING ARRANGEMENTS

NOTE 13:-

FINANCING ARRANGEMENTS

Long-term 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, Taboola Inc., a wholly-owned Company’s subsidiary (the “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 a portion of 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, 2022, the Company was in compliance with the Facility covenants.

In December 2022, The Company repurchased and retired $61,265 in principal amount of outstanding debt under the Credit Agreement.

As of December 31, 2022, the total future principal payments related to Facility loan are as follows:

	Amount
Year Ending December 31,
2023	$	3,000
2024		3,000
2025		3,000
2026		3,000
2027		3,000
2028		219,985
Total	$	234,985

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 total interest expenses, including issuance costs amortization, recognized in connection with the long-term loan were $18,675 and $4,977 for the years ended December 31, 2022 and 2021, respectively. The long-term loan interest and issuance costs amortization, included as interest expenses, are recognized through the remaining term of the Credit agreement using the effective interest rate.

Revolving Credit Agreement

On August 9, 2022, the Company amended its Credit Agreement to provide for a five-year senior secured revolving credit facility (the “Revolving Credit Agreement”), among the Company, Taboola Inc., a wholly-owned Company’s subsidiary (the “Borrower”), and the lenders party thereto, with Citibank N.A., as lead arranger and JPMorgan Chase Bank, N.A., as administrative agent. The Revolving Credit Agreement provides for revolving loans in an aggregate committed principal amount of up to $90,000 (the “Revolving Loans”).

Certain representations, events of default and covenants of the Revolving Credit Agreement are substantially the same as those in the Credit Agreement. However, the Revolving Credit Agreement contains a financial covenant requiring the Company to maintain a Total Net Leverage Ratio (as defined in the Credit Agreement) as at the last day of each fiscal quarter. Borrowings under the Revolving Credit Agreement are subject to customary conditions and will bear interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin. The lenders under the Credit Agreement and the lenders under the Revolving Credit Agreement are secured by the same collateral, including substantially all the assets of the Borrower and the Guarantors (as defined in the Credit Agreement) including shares of subsidiaries, subject to certain exceptions in the governing documents.

The proceeds of any Revolving Loans may be used for the working capital, capital expenditures and other general corporate purposes of Taboola and its subsidiaries and may also be used for Restricted Payments, Investments (including permitted acquisitions) and Restricted Debt Payments (each, as defined in the Credit Agreement) to the extent permitted under the Credit Agreement.

As of December 31, 2022, the Company was in compliance with the financial covenants and had no outstanding borrowings under the Revolving Credit Agreement.

As of December 31, 2022, deferred financing costs associated with entering into the Revolving Credit Agreement in the total amount of $1,147, were included in short-term and long-term prepaid expenses in the Company’s consolidated balance sheet.

The deferred financing costs are amortized on a straight-line basis over the term of the Revolving Credit Agreement. For the year ended December 31, 2022, deferred financing costs amortization amounted to $98.

- Definition

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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+ Details

RESTRUCTURING

12 Months Ended

Dec. 31, 2022

RESTRUCTURING [Abstract]

RESTRUCTURING

NOTE 14:- RESTRUCTURING

In September 2022, the Company announced and implemented a cost restructuring program impacting approximately 6% of the Company’s global headcount. This strategic reduction was intended to manage the Company’s operating expenses in response to market conditions and ongoing business prioritization efforts.

The restructuring expenses recognized in the consolidated statements of income (loss) for the year ended December 31, 2022, primarily consisting of one-time incremental employee termination benefits and other costs related to Company’s business prioritization, were as follows:

	Year ended December 31, 2022
Cost of revenues	$	99
Research and development		1,815
Sales and marketing		1,176
General and administrative		293
Total restructuring expenses recognized in the consolidated statements of income (loss)	$	3,383

As of December 31, 2022, $88 related to restructuring expenses were included in “Accrued expenses and other current liabilities” in the consolidated balance sheet.

As of December 31, 2022, the Company does not expect to incur additional costs related to this cost restructuring program.

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

12 Months Ended

Dec. 31, 2022

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

NOTE 15:-

SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS

Share capital

Holders of Ordinary Shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary Share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary Share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary Shares in proportion to their shareholdings.

On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-Voting Ordinary Share class with an authorized share capital of 46,000,000. In January 2023, subsequent to the balance sheet date, the Company issued 45,198,702 Non-Voting Ordinary Shares to Yahoo. The Non-Voting Ordinary Shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in our Articles, the Non-Voting Ordinary Shares will have rights identical to the rights of Ordinary Shares as described above. For additional details, see Note 1d.

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 share units (“RSUs”) and restricted shares.

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 in general vest over 4 years of the grant.

As of December 31, 2022, 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 canceled, terminated, forfeited or settled in cash in lieu of issuance of shares or become 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, 2022, 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, 2022, the ESPP has not been activated and no Ordinary Shares had been issued under the ESPP, therefore in the last two years the Company’s board of directors decided to disable the automatic enlargement feature included in the ESPP, as described above.

On November 23, 2022, the Company received the approval of the Israeli court for its motion to extend, to May 16, 2023, its former motion to allow the Company to utilize the net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees and possible future share repurchases (the “Program”) of up to $50,000. The Company’s board of directors will have the authority to determine the amount to be utilized for the Program. The Company intends to continue filing extension requests for the court approval on an ongoing basis, as required.

For the years ended December 31, 2022 and 2021, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $5,751 and $6,152, respectively, which were recorded as a reduction of additional paid-in capital.

The following is a summary of share option activity and related information for the year ended December 31, 2022 (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 December 31, 2021		47,532,923		$	2.64		5.73	$	247,734
Granted		30,000			5.21
Exercised		(9,910,023	)		0.86
Forfeited		(2,164,721	)		3.76
Balance as of December 31, 2022		35,488,179		$	3.08		6.72	$	40,516
Exercisable as of December 31, 2022		27,482,836		$	2.19		6.28	$	36,313

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 ended December 31, 2022, 2021 and 2020, was $3.07, $9.32 and $5.61, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020, was $26,473, $49,224 and $20,649, respectively.

As of December 31, 2022, unrecognized share-based compensation cost related to unvested share options was $25,936, which is expected to be recognized over a weighted-average period of 2.59 years.

The following is a summary of the RSU activity and related information for the year ended December 31, 2022:

	Outstanding Restricted Shares Unit			Weighted Average Grant Date Fair Value

Balance as of December 31, 2021		21,613,189		$	8.16
Granted		14,892,788			5.47
Vested (*)		(8,965,081	)		6.78
Forfeited		(4,019,887	)		6.68
Balance as of December 31, 2022		23,521,009		$	6.60

____________________________________________

(*) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the year ended December 31, 2022, a total of 2,015,822 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,916,764 Ordinary Shares.

The total release date fair value of RSUs was $30,513, for the year ended December 31, 2022.

The weighted-average grant date fair value of RSUs granted during the years ended December 31 2022, 2021 and 2020, was $5.47, $9.53, and $5.94, respectively.

As of December 31, 2022, unrecognized share-based compensation cost related to unvested RSUs was $105,551, which is expected to be recognized over a weighted-average period of 3.2 years.

The total share-based compensation expense related to all of the Company’s share-based awards recognized for the years ended December 31, 2022, 2021 and 2020, were comprised as follows:

	Year ended December 31,
	2022		2021		2020

Cost of revenues	$	3,092	$	1,891	$	788
Research and development		26,433		29,022		16,491
Sales and marketing		22,615		44,834		6,930
General and administrative		22,781		52,210		4,068
Total share-based compensation expense	$	74,921	$	127,957	$	28,277

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.

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 canceled 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.

EMPLOYEES CONTRIBUTION PLAN

12 Months Ended

Dec. 31, 2022

EMPLOYEES CONTRIBUTION PLAN [Abstract]

EMPLOYEES CONTRIBUTION PLAN

NOTE 16:-

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, 2022, 2021 and 2020, the Company recorded $6,638, $5,709 and $4,744, 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, 2022, 2021 and 2020, the Company recorded $1,766, $1,169 and $1,143, respectively, of expenses related to the 401(k) plan.

- Definition

The entire disclosure for retirement benefits.

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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2022

INCOME TAXES [Abstract]

INCOME TAXES

NOTE 17:-

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 Encouragement of Industry 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, 2022, 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 Privileged 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 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 with average annual gross receipts 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 2022.

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

	Year ended December 31,
	2022			2021			2020

Israel	$	(24,819	)	$	(42,414	)	$	12,450
Foreign		20,367			40,442			10,990
Total	$	(4,452	)	$	(1,972	)	$	23,440

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

	Year ended December 31,
	2022			2021			2020
Current:
Israel	$	15		$	4,685		$	338
Foreign		23,332			18,944			16,327
Total current income tax expense		23,347			23,629			16,665

Deferred:
Israel		1,388			973			1,678
Foreign		(17,212	)		(1,626	)		(3,396	)
Total deferred income tax benefit		(15,824	)		(653	)		(1,718	)

Total income taxes	$	7,523		$	22,976		$	14,947

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

	Year ended December 31,
	2022			2021			2020

Income (loss) before taxes on income, as reported in the consolidated statements of income (loss)	$	(4,452	)	$	(1,972	)	$	23,440

Statutory tax rate in Israel		23	%		23	%		23	%
Preferred Technology Enterprise		(61	%)		(244	%)		(15	%)
Permanent difference - nondeductible expenses		86	%		(557	%)		14	%
Change in valuation allowance		(109	%)		(138	%)		(11	%)
BEAT		—			—			44	%
Income taxes at a rate other than the Israel statutory tax rate		(164	%)		(12	%)		—
Release of tax-exempt profits under preferred enterprise tax regime		—			(221	%)		—
Prior year taxes		35	%		36	%		(2	%)
Other		21	%		(52	%)		11	%

Effective tax rate		(169	%)		(1,165	%)		64	%

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, 2022, and 2021 the deferred tax assets and liabilities presented in the balance sheet are comprised as follow:

	December 31,
	2022			2021

Deferred tax assets	$	3,821		$	1,876
Deferred tax liabilities	$	(34,133	)	$	(51,027	)

As of December 31, 2022, and 2021 the Company’s deferred taxes were in respect of the following:

	December 31,
	2022			2021

Operating lease liabilities	$	14,751		$	14,498
Research and development		9,151			6,362
Share-based compensation expenses		8,095			6,076
Tax credit carry forward		4,356			2,943
Reserves and allowances		3,888			3,025
Carry forward tax losses		2,770			1,701
Issuance and transaction expenses		2,111			1,922
Intangible assets		1,963			1,830
Others		842			740
Deferred tax assets before valuation allowance		47,927			39,097
Valuation allowance		(16,376	)		(11,389	)
Deferred tax assets		31,551			27,708

Intangible assets		(46,095	)		(58,855	)
Operating lease right of use assets		(13,530	)		(12,975	)
Property and equipment, net		(2,023	)		(3,248	)
Other		(215	)		(1,781	)
Deferred tax liabilities		(61,863	)		(76,859	)

Deferred tax assets (liabilities), net	$	(30,312	)	$	(49,151	)

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, 2022 and 2021, due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

As of December 31, 2022, the Company has an accumulated tax loss carry-forward of approximately $17,981 in Israel and $1,695 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, 2022, $135,747 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 $13,297. 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,
	2022			2021

Unrecognized tax position, beginning of year	$	3,084		$	2,370
Increase due to acquisition		—			307
Decrease related to prior years’ tax positions		(387	)		(280	)
Increase related to current year tax positions		1,070			1,203
Decrease due to lapses of statutes of limitations		(230	)		(516	)

Unrecognized tax position, end of year	$	3,537		$	3,084

As of December 31, 2022, the total amount of gross uncertain tax benefits was $3,537, out of which an amount of $3,456 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, 2022 and 2021, unrecognized tax benefit in the amount of $81 and $449 was presented net from deferred tax assets.

Tax assessments:

The Company has final tax assessments in Israel through 2017, in the UK through 2016, and in the US through 2018.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 21
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 235
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-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 18:-

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 page views 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, 2022, the Company had outstanding non-cancelable purchase obligations in the amount of $22,189.

Legal Proceedings

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 in the aggregate, have a material adverse effect on its business, financial position, results of operations, or cash flows.

GEOGRAPHIC INFORMATION

12 Months Ended

Dec. 31, 2022

GEOGRAPHIC INFORMATION [Abstract]

GEOGRAPHIC INFORMATION

NOTE 19:-

GEOGRAPHIC INFORMATION

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

	Year ended December 31,
	2022		2021		2020
Israel	$	235,881	$	190,615	$	176,014
United States		510,491		535,349		511,982
United Kingdom		71,991		69,858		50,996
Germany		121,285		147,808		103,154
Rest of the world		461,502		434,828		346,747
Total	$	1,401,150	$	1,378,458	$	1,188,893

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

	Year ended December 31,
	2022		2021

Israel	$	73,931	$	69,447
United States		46,277		41,549
United Kingdom		11,836		11,706
Rest of the world		7,821		5,662
Total	$	139,865	$	128,364

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

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 31
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+ Details

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

12 Months Ended

Dec. 31, 2022

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

NOTE 20:-

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

The potential number of Ordinary Shares that were excluded from the computation of diluted net loss per share attributable to Ordinary shareholders for the periods presented because including them would have been anti-dilutive is as follows:

	Year ended December 31,
	2022		2021		2020
Convertible preferred shares		—		—		121,472,152
RSUs		18,063,802		12,927,049		12,755,167
Outstanding share options		30,284,408		43,149,797		44,468,446
Warrants		12,349,990		12,349,990		—
Issuable Ordinary Shares related to business combination under holdback arrangement		2,380,736		—		—
Total		63,078,936		68,426,836		178,695,765

SUBSEQUENT EVENT

12 Months Ended

Dec. 31, 2022

SUBSEQUENT EVENT [Abstract]

SUBSEQUENT EVENT

NOTE 21:-

SUBSEQUENT EVENT

On March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control of Silicon Valley Bank (“SVB”) and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations. SVB’s deposits are insured by the FDIC in amount up to $250 for any depositor and any deposit in excess of this insured amount could be lost. As of March 10, 2023, we had approximately $22,600 on deposit with SVB. The Company does not have any other material relationships with SVB. The Company continues to monitor the circumstances surrounding SVB. The Company does not anticipate a material impact on its financial condition or operations.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

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

Functional Currency

Cash and cash equivalents

Restricted Deposits

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

Fair Value Measurements

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.

Derivative Financial Instruments

Short-term investments

Realized gains and losses on available-for-sale marketable securities are included in the consolidated statements of income (loss).

Trade Receivables and Allowance for Credit Losses

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

Concentrations of Credit Risks

The Company’s short-term investments are investments in marketable securities with high credit ratings as required by the Company’s investment policy and are not insured or guaranteed.

As of December 31, 2022 and 2021, 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

Leases

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.

Property and Equipment

		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 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

Intangible Assets

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

		Years
Marchant/Network affiliate relationships		4.5
Publisher relationships		4
Tradenames		2 - 3
Technology		4 - 5
Customer relationships		5 - 9

Impairment of Long-Lived Assets

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.

Segment Information

Revenue Recognition

(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.

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 bills the customers and recognizes 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 bills the customers and recognizes revenues when a user makes an acquisition.

Practical Expedients

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.

Research and Development

Warrants Liability

The key inputs into the Black-Scholes model for the Private Warrants as of December 31, 2022 and 2021, were as follows:

Input	December 31,
	2022			2021

Risk-free interest rate		4.08% - 4.18	%		1.07% - 1.18	%
Expected term (years)		2.75 - 3.50			3.75 - 4.50
Expected volatility		67.5% - 69.3	%		66.1% - 68.6	%
Exercise price	$	11.50		$	11.50
Underlying stock price	$	3.08		$	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 Private Warrants.

●

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

Share Based Compensation

Share-Based Compensation

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

	Year ended December 31,
	2022		2021		2020

Volatility		66.0% - 66.9%		51.5% - 65.6%		50.0% - 54.0%
Risk-free interest rate		1.86% - 3.78%		0.61% - 1.36%		0.38% - 0.67%
Dividend yield		0%		0%		0%
Expected term (in years)		5.49 - 6.1		5 - 6.86		6.25

These assumptions and estimates were determined as follows:

Income taxes

Loss Contingency

Net income (loss) Per Share Attributable to Ordinary Shareholders

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

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements

GENERAL (Tables)

12 Months Ended

Dec. 31, 2022

GENERAL [Abstract]

Pro forma Information for the Issuance of Ordinary Shares and Non-Voting Ordinary Shares

The following table provides pro forma information for the issuance of Ordinary Shares and Non-Voting Ordinary Shares under the Yahoo transaction as if the transaction closed on December 31, 2022:

	December 31, 2022
	As reported		Pro forma Unaudited

Long-term prepaid expenses	$	42,945	$	303,896
Total assets	$	1,529,623	$	1,790,574
Total shareholders’ equity	$	834,535	$	1,095,486

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

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
Marchant/Network affiliate relationships		4.5
Publisher relationships		4
Tradenames		2 - 3
Technology		4 - 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,
	2022		2021		2020

Volatility		66.0% - 66.9%		51.5% - 65.6%		50.0% - 54.0%
Risk-free interest rate		1.86% - 3.78%		0.61% - 1.36%		0.38% - 0.67%
Dividend yield		0%		0%		0%
Expected term (in years)		5.49 - 6.1		5 - 6.86		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 as of December 31, 2022 and 2021, were as follows:

Input	December 31,
	2022			2021

Risk-free interest rate		4.08% - 4.18	%		1.07% - 1.18	%
Expected term (years)		2.75 - 3.50			3.75 - 4.50
Expected volatility		67.5% - 69.3	%		66.1% - 68.6	%
Exercise price	$	11.50		$	11.50
Underlying stock price	$	3.08		$	7.78

CASH AND CASH EQUIVALENTS (Tables)

12 Months Ended

Dec. 31, 2022

CASH AND CASH EQUIVALENTS [Abstract]

Breakdown of Cash and Cash Equivalents

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

	December 31,
	2022		2021

Cash	$	142,127	$	137,050
Money market accounts and funds		22,583		125,064
Time deposits		1,183		57,205

Total Cash and cash equivalents	$	165,893	$	319,319

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021, by level within the fair value hierarchy:

		Fair value measurements as of
Description	Fair Value Hierarchy	December 31, 2022			December 31, 2021
Assets:
Cash equivalents:
Money market accounts and funds	Level 1	$	22,583		$	125,064
Short-term investments:
U.S. government treasuries	Level 2	$	46,222		$	—
Corporate debt securities	Level 2	$	21,636		$	—
U.S. agency bonds	Level 2	$	20,491		$	—
Commercial paper	Level 2	$	8,565		$	—


Liabilities:
Warrants liability:
Public Warrants	Level 1	$	(2,856	)	$	(8,963	)
Private Warrants	Level 3	$	(3,900	)	$	(22,264	)
Derivative instruments liability:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	(313	)	$	—

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

Fair value as of December 31, 2021	$	22,264		$	8,963		$	31,227
Change in fair value		(18,364	)		(6,107	)		(24,471	)
Fair value as of December 31, 2022	$	3,900		$	2,856		$	6,756

SHORT-TERM INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2022

SHORT-TERM INVESTMENTS [Abstract]

Summary of Available-for-Sale Marketable Securities

The following is a summary of available-for-sale marketable securities:

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government treasuries	$	46,452	$	—	$	(230	)	$	46,222
Corporate debt securities		21,762		—		(126	)		21,636
U.S. agency bonds		20,622		—		(131	)		20,491
Commercial paper		8,599		—		(34	)		8,565
Total	$	97,435	$	—	$	(521	)	$	96,914

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

12 Months Ended

Dec. 31, 2022

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]

The changes related to cash flow hedging instruments, recorded in the consolidated statements of income (loss), for the year ended December 31, 2022, were as follows:

	Year ended December 31,
	2022
Cost of revenues	$	450
Research and development		3,244
Sales and marketing		620
General and administrative		538
Total losses recognized in the consolidated statements of income (loss), net	$	4,852

Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Loss

The changes in unrealized losses on the Company’s derivative instruments recorded in accumulated other comprehensive loss were as follows:

	Year ended December 31,
	2022
Unrealized losses on derivative instruments as of December 31, 2021	$	—
Changes in fair value of derivative instruments		(5,165	)
Reclassification of losses recognized in the consolidated statements of income (loss) from accumulated other comprehensive loss		4,852
Unrealized losses on derivative instruments as of December 31, 2022	$	(313	)

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2022

BUSINESS COMBINATION [Abstract]

Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the final fair value of assets acquired and liabilities assumed:

	September 1, 2021
	September 1, 2021
Cash and cash equivalents	$	10,437
Other current assets		50,785
Intangible assets		270,025
Goodwill		530,800
Other noncurrent assets		8,432
Total assets acquired		870,479

Current liabilities		66,769
Deferred tax liability, net		50,493
Total liabilities assumed		117,262
Total purchase consideration	$	753,217

Intangible Assets and Estimated Useful Lives

The following table presents components of the identified intangible assets acquired and their estimated useful lives as of date of acquisition:

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

___________________________________________

(1)	Fair value was determined by using the income approach.
(2)	Fair value was determined by using the cost approach.

Pro Forma Information

	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 (Tables)

12 Months Ended

Dec. 31, 2022

PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract]

Components of Prepaid Expenses and Other Current Assets

	December 31,
	2022		2021

Prepaid expenses	$	51,110	$	33,684
Government institutions		15,277		14,409
Other current asset		7,256		15,301
	$	73,643	$	63,394

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT, NET [Abstract]

Property and equipment, net

Property and equipment, net consist of the following:

	December 31,
	2022			2021
Computer and equipment and software	$	180,064		$	159,407
Internal-use software		48,433			34,781
Leasehold improvements		19,211			17,803
Office furniture and equipment		5,155			4,563
Property and equipment, gross		252,863			216,554
Less accumulated depreciation		(179,844	)		(153,295	)
Property and equipment, net	$	73,019		$	63,259

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2022

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, 2020	$	19,206
Additions from acquisition (1)		531,174
Balance as of December 31, 2021		550,380
Purchase accounting adjustment (1)		(374	)
Additions from acquisition (2)		5,863
Balance as of December 31, 2022	$	555,869

__________________________________________

(1)

Related to the Connexity acquisition.

(2)

Related to the Gravity R&D acquisition.

Intangible Assets

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

December 31, 2022	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted- Average Remaining Useful Life (In years)
Merchant/Network affiliate relationships	$	146,547	$	(43,421	)	$	103,126		3.17
Technology		74,193		(32,042	)		42,151		3.66
Publisher relationships		42,933		(14,311	)		28,622		2.67
Tradenames		24,097		(10,689	)		13,408		1.67
Customer relationship		13,156		(11,307	)		1,849		2.66
Total	$	300,926	$	(111,770	)	$	189,156

December 31, 2021	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted- Average Remaining Useful Life (In years)
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 relationship		12,256		(10,367	)		1,889		2.08
Total	$	299,136	$	(48,213	)	$	250,923

Estimated Future Amortization Expense of Other Intangible Assets

The estimated future amortization expense of definite-lived intangible assets as of December 31, 2022, is as follows:

Year Ending December 31,
2023	$	63,890
2024		60,519
2025		51,409
2026		13,246
2027		92
Total	$	189,156

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]

Accrued Expenses and Other Current Liabilities

	December 31,
	2022		2021
Employees and related benefits	$	27,559	$	42,002
Advances from customers		23,797		24,310
Government authorities		22,177		27,174
Accrued expenses		12,862		12,599
Accrued vacation pay		11,761		13,404
Derivative instruments		313		—
Other		4,496		5,173
	$	102,965	$	124,662

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

LEASES [Abstract]

Supplemental Information Related to the Operating Leases

The following table presents supplemental information related to the operating leases:

	December 31,
	2022			2021

Weighted average remaining operating lease term in years		5.4			5.5
Weighted average discount rate of operating leases		4.36	%		3.73	%

Components of Lease Expense

The components of lease expense related to leases for the years ended December 31, 2022, 2021 and 2020 were as follows:

	Year ended December 31,
	2022			2021		2020
Components of lease expense:
Operating lease cost	$	18,218		$	17,102	$	16,594
Short-term lease cost		1,735			583		628
Sublease income		(447	)		—		—

Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2022, were as follows:

	Amount
Year Ending December 31,
2023	$	16,645
2024		16,143
2025		14,175
2026		13,019
2027		9,631
Thereafter		13,692
Total undiscounted lease payments	$	83,305
Less interest		(10,624	)
Present value of lease liabilities	$	72,681

FINANCING ARRANGEMENTS (Tables)

12 Months Ended

Dec. 31, 2022

FINANCING ARRANGEMENTS [Abstract]

Future Principal Payments Related to Long-term Debt

As of December 31, 2022, the total future principal payments related to Facility loan are as follows:

	Amount
Year Ending December 31,
2023	$	3,000
2024		3,000
2025		3,000
2026		3,000
2027		3,000
2028		219,985
Total	$	234,985

RESTRUCTURING (Tables)

12 Months Ended

Dec. 31, 2022

RESTRUCTURING [Abstract]

Restructuring Expenses

	Year ended December 31, 2022
Cost of revenues	$	99
Research and development		1,815
Sales and marketing		1,176
General and administrative		293
Total restructuring expenses recognized in the consolidated statements of income (loss)	$	3,383

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables)

12 Months Ended

Dec. 31, 2022

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

Share Option Activity

The following is a summary of share option activity and related information for the year ended December 31, 2022 (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 December 31, 2021		47,532,923		$	2.64		5.73	$	247,734
Granted		30,000			5.21
Exercised		(9,910,023	)		0.86
Forfeited		(2,164,721	)		3.76
Balance as of December 31, 2022		35,488,179		$	3.08		6.72	$	40,516
Exercisable as of December 31, 2022		27,482,836		$	2.19		6.28	$	36,313

Summary of RSU activity

The following is a summary of the RSU activity and related information for the year ended December 31, 2022:

	Outstanding Restricted Shares Unit			Weighted Average Grant Date Fair Value

Balance as of December 31, 2021		21,613,189		$	8.16
Granted		14,892,788			5.47
Vested (*)		(8,965,081	)		6.78
Forfeited		(4,019,887	)		6.68
Balance as of December 31, 2022		23,521,009		$	6.60

____________________________________________

Equity Based Compensation Expense

The total share-based compensation expense related to all of the Company’s share-based awards recognized for the years ended December 31, 2022, 2021 and 2020, were comprised as follows:

	Year ended December 31,
	2022		2021		2020

Cost of revenues	$	3,092	$	1,891	$	788
Research and development		26,433		29,022		16,491
Sales and marketing		22,615		44,834		6,930
General and administrative		22,781		52,210		4,068
Total share-based compensation expense	$	74,921	$	127,957	$	28,277

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAXES [Abstract]

Components of Income (Loss) Before Taxes

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

	Year ended December 31,
	2022			2021			2020

Israel	$	(24,819	)	$	(42,414	)	$	12,450
Foreign		20,367			40,442			10,990
Total	$	(4,452	)	$	(1,972	)	$	23,440

Taxes on Income (Tax Benefit)

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

	Year ended December 31,
	2022			2021			2020
Current:
Israel	$	15		$	4,685		$	338
Foreign		23,332			18,944			16,327
Total current income tax expense		23,347			23,629			16,665

Deferred:
Israel		1,388			973			1,678
Foreign		(17,212	)		(1,626	)		(3,396	)
Total deferred income tax benefit		(15,824	)		(653	)		(1,718	)

Total income taxes	$	7,523		$	22,976		$	14,947

Reconciliation of Income Tax Expense to Actual Income Tax Expense

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

	Year ended December 31,
	2022			2021			2020

Income (loss) before taxes on income, as reported in the consolidated statements of income (loss)	$	(4,452	)	$	(1,972	)	$	23,440

Statutory tax rate in Israel		23	%		23	%		23	%
Preferred Technology Enterprise		(61	%)		(244	%)		(15	%)
Permanent difference - nondeductible expenses		86	%		(557	%)		14	%
Change in valuation allowance		(109	%)		(138	%)		(11	%)
BEAT		—			—			44	%
Income taxes at a rate other than the Israel statutory tax rate		(164	%)		(12	%)		—
Release of tax-exempt profits under preferred enterprise tax regime		—			(221	%)		—
Prior year taxes		35	%		36	%		(2	%)
Other		21	%		(52	%)		11	%

Effective tax rate		(169	%)		(1,165	%)		64	%

Net Deferred Tax Assets and Liabilities

	December 31,
	2022			2021

Deferred tax assets	$	3,821		$	1,876
Deferred tax liabilities	$	(34,133	)	$	(51,027	)

As of December 31, 2022, and 2021 the Company’s deferred taxes were in respect of the following:

	December 31,
	2022			2021

Operating lease liabilities	$	14,751		$	14,498
Research and development		9,151			6,362
Share-based compensation expenses		8,095			6,076
Tax credit carry forward		4,356			2,943
Reserves and allowances		3,888			3,025
Carry forward tax losses		2,770			1,701
Issuance and transaction expenses		2,111			1,922
Intangible assets		1,963			1,830
Others		842			740
Deferred tax assets before valuation allowance		47,927			39,097
Valuation allowance		(16,376	)		(11,389	)
Deferred tax assets		31,551			27,708

Intangible assets		(46,095	)		(58,855	)
Operating lease right of use assets		(13,530	)		(12,975	)
Property and equipment, net		(2,023	)		(3,248	)
Other		(215	)		(1,781	)
Deferred tax liabilities		(61,863	)		(76,859	)

Deferred tax assets (liabilities), net	$	(30,312	)	$	(49,151	)

Reconciliation of Beginning and Ending Balance of Total Unrecognized Tax Positions

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

	Year ended December 31,
	2022			2021

Unrecognized tax position, beginning of year	$	3,084		$	2,370
Increase due to acquisition		—			307
Decrease related to prior years’ tax positions		(387	)		(280	)
Increase related to current year tax positions		1,070			1,203
Decrease due to lapses of statutes of limitations		(230	)		(516	)

Unrecognized tax position, end of year	$	3,537		$	3,084

GEOGRAPHIC INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

GEOGRAPHIC 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,
	2022		2021		2020
Israel	$	235,881	$	190,615	$	176,014
United States		510,491		535,349		511,982
United Kingdom		71,991		69,858		50,996
Germany		121,285		147,808		103,154
Rest of the world		461,502		434,828		346,747
Total	$	1,401,150	$	1,378,458	$	1,188,893

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,
	2022		2021

Israel	$	73,931	$	69,447
United States		46,277		41,549
United Kingdom		11,836		11,706
Rest of the world		7,821		5,662
Total	$	139,865	$	128,364

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

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables)

12 Months Ended

Dec. 31, 2022

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]

Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share

	Year ended December 31,
	2022		2021		2020
Convertible preferred shares		—		—		121,472,152
RSUs		18,063,802		12,927,049		12,755,167
Outstanding share options		30,284,408		43,149,797		44,468,446
Warrants		12,349,990		12,349,990		—
Issuable Ordinary Shares related to business combination under holdback arrangement		2,380,736		—		—
Total		63,078,936		68,426,836		178,695,765

GENERAL, Summary (Details) - shares	1 Months Ended	12 Months Ended
GENERAL, Summary (Details) - shares	Jan. 31, 2023	Dec. 31, 2022	Dec. 30, 2022	Dec. 31, 2021
Organization Consolidation and Presentation of Financial Statements [Line Items]
Period of operations		15 years
Period of commercial agreement		30 years
Authorized share capital (in shares)		700,000,000	46,000,000	700,000,000
Non-Voting Ordinary Shares [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Authorized share capital (in shares)		46,000,000
Subsequent Event [Member] \| Ordinary Shares [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Issuance of shares (in shares)	39,525,691
Subsequent Event [Member] \| Non-Voting Ordinary Shares [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Issuance of shares (in shares)	45,198,702

GENERAL, Issuance of Ordinary Shares and Non-Voting Ordinary Shares (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Unaudited Actual And Pro Forma Information [Abstract]
Long-term prepaid expenses	$ 42,945	$ 32,926
Total assets	1,529,623	1,597,314
Total shareholders' equity	834,535	$ 767,571	$ 46,640	$ 7,267
Pro Forma Unaudited [Member]
Unaudited Actual And Pro Forma Information [Abstract]
Long-term prepaid expenses	303,896
Total assets	1,790,574
Total shareholders' equity	$ 1,095,486

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

SIGNIFICANT ACCOUNTING POLICIES, Concentrations of Credit Risks (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Customer	Dec. 31, 2021 USD ($) Customer
Concentrations of Credit Risks [Abstract]
Deposits in excess of FDIC insurable limit \| $	$ 32,764	$ 162,301
Deposits in excess of FSCS insurable limit \| $	$ 41,834	$ 35,814
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
Revenue [Member] \| Customer Concentration Risk [Member]
Concentrations of Credit Risks [Abstract]
Concentration risk threshold percentage	10.00%

SIGNIFICANT ACCOUNTING POLICIES, Deferred Offering Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Deferred Offering Costs [Abstract]
Deferred offering costs		$ 2,096
Payment of deferred offering costs	$ 2,096

SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
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

SIGNIFICANT ACCOUNTING POLICIES, Internal Use Software Costs (Details)	12 Months Ended
	Dec. 31, 2022
Internal Used Software [Member]
Internal use software costs [Abstract]
Estimated useful life	3 years

SIGNIFICANT ACCOUNTING POLICIES, Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Marchant/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] \| Minimum [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	2 years
Tradenames [Member] \| Maximum [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	3 years
Technology [Member] \| Minimum [Member]
Intangible Assets [Abstract]
Intangible assets, useful life	4 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

SIGNIFICANT ACCOUNTING POLICIES, Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Impairment of Long-Lived Assets [Abstract]
Impairment losses	$ 0	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICIES, Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Abstract]
Goodwill impairment	$ 0	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICIES, Segment Information (Details)	12 Months Ended
	Dec. 31, 2022 Segment
Segment Information [Abstract]
Number of operating segments	1
Number of reportable segments	1

SIGNIFICANT ACCOUNTING POLICIES, Cost of Revenues (Details)	12 Months Ended
	Dec. 31, 2022 Property
Cost of Revenues [Abstract]
Number of compensation models for digital properties	2

SIGNIFICANT ACCOUNTING POLICIES, Warrant Liability (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Private Warrants [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	5 years
Private Warrants [Member] \| Exercise Price [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	11.5	11.5
Private Warrants [Member] \| Underlying Stock Price [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	3.08	7.78
Private Warrants [Member] \| Minimum [Member] \| Risk Free Interest Rate [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0408	0.0107
Private Warrants [Member] \| Minimum [Member] \| Expected Term [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	2.75	3.75
Private Warrants [Member] \| Minimum [Member] \| Expected Volatility [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.675	0.661
Private Warrants [Member] \| Maximum [Member] \| Risk Free Interest Rate [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0418	0.0118
Private Warrants [Member] \| Maximum [Member] \| Expected Term [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	3.5	4.5
Private Warrants [Member] \| Maximum [Member] \| Expected Volatility [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.693	0.686
Certain Private Warrants [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	5 years

SIGNIFICANT ACCOUNTING POLICIES, Share-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Assumptions Used to Determine Fair Value of Option Award [Abstract]
Dividend yield	0.00%	0.00%	0.00%
Expected term			6 years 3 months
Minimum [Member]
Assumptions Used to Determine Fair Value of Option Award [Abstract]
Volatility	66.00%	51.50%	50.00%
Risk-free interest rate	1.86%	0.61%	0.38%
Expected term	5 years 5 months 26 days	5 years
Maximum [Member]
Assumptions Used to Determine Fair Value of Option Award [Abstract]
Volatility	66.90%	65.60%	54.00%
Risk-free interest rate	3.78%	1.36%	0.67%
Expected term	6 years 1 month 6 days	6 years 10 months 9 days

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Breakdown of Cash and Cash Equivalents [Abstract]
Cash	$ 142,127	$ 137,050
Money market accounts and funds	22,583	125,064
Time deposits	1,183	57,205
Total Cash and cash equivalents	$ 165,893	$ 319,319

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Warrants [Member]
Changes in Fair Value of Warrants liability [Roll Forward]
Fair value as of December 31, 2021		$ 31,227
Change in fair value	$ (24,471)
Fair value as of December 31, 2022	6,756
Public Warrants [Member]
Changes in Fair Value of Warrants liability [Roll Forward]
Fair value as of December 31, 2021		8,963
Change in fair value	(6,107)
Fair value as of December 31, 2022	2,856
Private Warrants [Member]
Changes in Fair Value of Warrants liability [Roll Forward]
Fair value as of December 31, 2021		22,264
Change in fair value	(18,364)
Fair value as of December 31, 2022	3,900
Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	(2,856)	(8,963)
Level 1 [Member] \| Money Market Accounts and Funds [Member]
Assets [Abstract]
Cash equivalents	22,583	125,064
Level 2 [Member] \| Derivative Instruments Liability [Member]
Liabilities [Abstract]
Derivative instruments designated as cash flow hedging instruments	(313)	0
Level 2 [Member] \| U.S. Government Treasuries [Member]
Assets [Abstract]
Short-term investments	46,222	0
Level 2 [Member] \| Corporate Debt Securities [Member]
Assets [Abstract]
Short-term investments	21,636	0
Level 2 [Member] \| U.S. Agency Bonds [Member]
Assets [Abstract]
Short-term investments	20,491	0
Level 2 [Member] \| Commercial Paper [Member]
Assets [Abstract]
Short-term investments	8,565	0
Level 3 [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ (3,900)	$ (22,264)

SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	$ 97,435
Gross Unrealized Gains	0
Gross Unrealized Losses	(521)
Estimated Fair Value	96,914	$ 0
U.S. Government Treasuries [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	46,452
Gross Unrealized Gains	0
Gross Unrealized Losses	(230)
Estimated Fair Value	46,222
Corporate Debt Securities [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	21,762
Gross Unrealized Gains	0
Gross Unrealized Losses	(126)
Estimated Fair Value	21,636
U.S. Agency Bonds [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	20,622
Gross Unrealized Gains	0
Gross Unrealized Losses	(131)
Estimated Fair Value	20,491
Commercial Paper [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	8,599
Gross Unrealized Gains	0
Gross Unrealized Losses	(34)
Estimated Fair Value	$ 8,565

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Derivative Instrument [Abstract]
Derivative notional amount	$ 38,669
Fair value of cash flow hedging instruments recorded as liabilities	313	$ 0
Accrued Expenses and Other Current Liabilities [Member]
Derivative Instrument [Abstract]
Fair value of cash flow hedging instruments recorded as liabilities	$ 313

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract]
Losses recognized in the consolidated statements of income (loss), net	$ 4,852
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)
Cost of Revenues [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract]
Losses recognized in the consolidated statements of income (loss), net	$ 450
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue
Research and Development [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract]
Losses recognized in the consolidated statements of income (loss), net	$ 3,244
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Research and Development Expense
Sales and Marketing [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract]
Losses recognized in the consolidated statements of income (loss), net	$ 620
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Sales and marketing
General and Administrative [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract]
Losses recognized in the consolidated statements of income (loss), net	$ 538
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	General and administrative

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Derivative Instruments by Hedge Designation [Abstract]
Unrealized losses on derivative instruments	$ 0
Changes in fair value of derivative instruments	(5,165)
Reclassification of losses recognized in the consolidated statements of income (loss) from accumulated other comprehensive loss	4,852
Unrealized losses on derivative instruments	$ (313)
Derivative Instruments and Hedges [Abstract]
Derivative instruments or hedging activities		$ 0	$ 0

BUSINESS COMBINATIONS, Summary (Details) - USD ($)
$ in Thousands

1 Months Ended

12 Months Ended

Mar. 01, 2023

Sep. 01, 2022

Sep. 01, 2021

Jul. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Business Combination [Abstract]

Cash paid in connection with acquisitions

$ 7,981

$ 583,457

$ 202

Net decrease of goodwill

^[1]

$ (374)

Number of ordinary shares committed to be issued (in shares)

3,681,030

Service period for issuance of ordinary shares

3 years

RSU's issued (in shares)

$ 40,000

Identified intangible assets

$ 270,025

Goodwill

555,869

550,380

$ 19,206

Connexity [Member]

Business Combination [Abstract]

Purchase price

753,217

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

Additional amount paid

1,634

431

Net decrease of goodwill

$ (374)

Transaction costs

$ 6,432

Period of holdback agreement

3 years

Ordinary shares issued (in shares)

1,227,010

Identified intangible assets

$ 270,025

Goodwill

$ 530,800

Connexity [Member] | Subsequent Event [Member]

Business Combination [Abstract]

Ordinary shares issued (in shares)

581,400

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

Gravity R&D Zrt. [Member]

Business Combination [Abstract]

Total consideration

$ 6,982

Identified intangible assets

1,790

Goodwill

5,863

Transaction costs

$ 742

[1]	Related to the Connexity acquisition.

BUSINESS COMBINATIONS, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Sep. 01, 2021	Dec. 31, 2020
Fair Value of Assets Acquired and Liabilities Assumed [Abstract]
Intangible assets	$ 270,025
Goodwill	$ 555,869	$ 550,380		$ 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			530,800
Other noncurrent assets			8,432
Total assets acquired			870,479
Current liabilities			66,769
Deferred tax liability, net			50,493
Total liabilities assumed			117,262
Total purchase consideration			$ 753,217

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

4 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Sep. 01, 2021

Intangible Assets and Estimated Useful Lives [Abstract]

Fair value

$ 270,025

Merchant/ Network Affiliate Relationships [Member]

Intangible Assets and Estimated Useful Lives [Abstract]

Fair value

^[1]

$ 146,547

Useful life

^[1]

4 years 6 months

Technology [Member]

Intangible Assets and Estimated Useful Lives [Abstract]

Fair value

^[1]

$ 56,548

Useful life

^[1]

5 years

Publisher Relationships [Member]

Intangible Assets and Estimated Useful Lives [Abstract]

Fair value

^[2]

$ 42,933

Useful life

^[2]

4 years

Tradenames [Member]

Intangible Assets and Estimated Useful Lives [Abstract]

Fair value

^[2]

$ 23,997

Useful life

^[2]

3 years

Connexity [Member]

Intangible Assets and Estimated Useful Lives [Abstract]

Fair value

$ 270,025

Revenue

$ 37,692

[1]	Fair value was determined by using the income approach.
[2]	Fair value was determined by using the cost approach.

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)

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid expenses	$ 51,110	$ 33,684
Government institutions	15,277	14,409
Other current asset	7,256	15,301
Prepaid expenses and other current assets	$ 73,643	$ 63,394

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment [Abstract]
Property and equipment, gross	$ 252,863	$ 216,554
Less accumulated depreciation	(179,844)	(153,295)
Property and equipment, net	73,019	63,259
Capitalized internal-use software costs	14,954	13,522
Capitalized internal-use software amortization	5,422	1,923	$ 1,486
Depreciation expenses	27,664	30,104	31,397
Write off of fixed assets	2,393	0	$ 6,798
Computer and Equipment and Software [Member]
Property and Equipment [Abstract]
Property and equipment, gross	180,064	159,407
Internal-use Software [Member]
Property and Equipment [Abstract]
Property and equipment, gross	48,433	34,781
Leasehold Improvements [Member]
Property and Equipment [Abstract]
Property and equipment, gross	19,211	17,803
Office Furniture and Equipment [Member]
Property and Equipment [Abstract]
Property and equipment, gross	$ 5,155	$ 4,563

GOODWILL AND INTANGIBLE ASSETS, NET, Goodwill (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Goodwill [Roll Forward]

Beginning balance

$ 550,380

$ 19,206

Purchase accounting adjustment

^[1]

(374)

Additions from acquisition

5,863

^[2]

531,174

^[1]

Ending balance

$ 555,869

$ 550,380

[1]	Related to the Connexity acquisition.
[2]	Related to the Gravity R&D acquisition.

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS, NET, Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets [Abstract]
Gross fair value	$ 300,926	$ 299,136
Accumulated amortization	(111,770)	(48,213)
Net book value	189,156	250,923
Amortization expenses related to intangible assets	63,557	23,007	$ 2,560
Merchant/ Network Affiliate Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	146,547	146,547
Accumulated amortization	(43,421)	(10,879)
Net book value	$ 103,126	$ 135,668
Weighted-average remaining useful life (in years)	3 years 2 months 1 day	4 years 2 months 1 day
Technology [Member]
Intangible Assets [Abstract]
Gross fair value	$ 74,193	$ 73,403
Accumulated amortization	(32,042)	(20,616)
Net book value	$ 42,151	$ 52,787
Weighted-average remaining useful life (in years)	3 years 7 months 28 days	4 years 7 months 28 days
Publisher Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	$ 42,933	$ 42,933
Accumulated amortization	(14,311)	(3,640)
Net book value	$ 28,622	$ 39,293
Weighted-average remaining useful life (in years)	2 years 8 months 1 day	3 years 8 months 1 day
Tradenames [Member]
Intangible Assets [Abstract]
Gross fair value	$ 24,097	$ 23,997
Accumulated amortization	(10,689)	(2,711)
Net book value	$ 13,408	$ 21,286
Weighted-average remaining useful life (in years)	1 year 8 months 1 day	2 years 8 months 1 day
Customer Relationship [Member]
Intangible Assets [Abstract]
Gross fair value	$ 13,156	$ 12,256
Accumulated amortization	(11,307)	(10,367)
Net book value	$ 1,849	$ 1,889
Weighted-average remaining useful life (in years)	2 years 7 months 28 days	2 years 29 days

GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Estimated Future Amortization Expense of Other Intangible Assets [Abstract]
2023	$ 63,890
2024	60,519
2025	51,409
2026	13,246
2027	92
Net book value	$ 189,156	$ 250,923

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]
Employees and related benefits	$ 27,559	$ 42,002
Advances from customers	23,797	24,310
Government authorities	22,177	27,174
Accrued expenses	12,862	12,599
Accrued vacation pay	11,761	13,404
Derivative instruments	313	0
Other	4,496	5,173
Accrued expenses and other current liabilities	$ 102,965	$ 124,662

LEASES, Operating Leases (Details)	Dec. 31, 2022	Dec. 31, 2021
Lessee Disclosure [Abstract]
Weighted average remaining operating lease term in years	5 years 4 months 24 days	5 years 6 months
Weighted average discount rate of operating leases	4.36%	3.73%
Minimum [Member]
Lessee Disclosure [Abstract]
Operating lease term	2 years
Maximum [Member]
Lessee Disclosure [Abstract]
Operating lease term	11 years

LEASES, Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Components of Lease Expense [Abstract]
Operating lease cost	$ 18,218	$ 17,102	$ 16,594
Short-term lease cost	1,735	583	628
Sublease income	$ (447)	$ 0	$ 0

LEASES, Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Maturities of Lease Liabilities [Abstract]
2023	$ 16,645
2024	16,143
2025	14,175
2026	13,019
2027	9,631
Thereafter	13,692
Total undiscounted lease payments	83,305
Less: interest	(10,624)
Present value of lease liabilities	$ 72,681

FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Aug. 09, 2022	Sep. 01, 2021
Debt Instruments [Abstract]
Repayment of long-term loan	$ 61,265
Interest expenses recognized with the long-term loan	18,675	$ 4,977
Revolving Credit Agreement [Member]
Long-term loan principal payments [Abstract]
Total	$ 0
Long-term loan term	5 years
Deferred financing costs	$ 1,147
Deferred financing costs amortization	98
Revolving Credit Agreement [Member] \| Maximum [Member]
Debt Instruments [Abstract]
Aggregate committed principal amount			$ 90,000
Credit Agreement [Member]
Debt Instruments [Abstract]
Senior secured term loan credit agreement				$ 300,000
Issuance expenses	$ 11,250
Facility amortization rate	1.00%
Frequency of periodic payment	quarterly
Long-term loan principal payments [Abstract]
2023	$ 3,000
2024	3,000
2025	3,000
2026	3,000
2027	3,000
2028	219,985
Total	$ 234,985
Long-term loan maturity	7 years

RESTRUCTURING (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
RESTRUCTURING (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2022
Restructuring [Abstract]
Percentage of global headcount impacted by cost restructuring program	6.00%
Total restructuring expenses recognized in the consolidated statements of income (loss)		$ 3,383
Accrued Expenses and Other Current Liabilities [Member]
Restructuring [Abstract]
Restructuring expenses		88
Cost of Revenues [Member]
Restructuring [Abstract]
Total restructuring expenses recognized in the consolidated statements of income (loss)		99
Research and Development [Member]
Restructuring [Abstract]
Total restructuring expenses recognized in the consolidated statements of income (loss)		1,815
Sales and Marketing [Member]
Restructuring [Abstract]
Total restructuring expenses recognized in the consolidated statements of income (loss)		1,176
General and Administrative [Member]
Restructuring [Abstract]
Total restructuring expenses recognized in the consolidated statements of income (loss)		$ 293

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		12 Months Ended
	Nov. 23, 2022	Jan. 31, 2023	Oct. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 30, 2022
Stock Option Plan [Abstract]
Authorized share capital (in shares)				700,000,000	700,000,000		46,000,000
Ordinary shares reserved for issuance (in shares)				31,932,902
Percentage of outstanding shares				5.00%
Common stock, shares issued under ESPP (in shares)					0
Additional equity-based compensation plan				$ 76,853	$ 128,740	$ 28,277
Payments of tax withholding for share based compensation				$ 5,751	$ 6,152
Maximum [Member]
Stock Option Plan [Abstract]
Common stock, shares available for issuance under ESPP (in shares)				6,386,580
Percentage of total outstanding shares on diluted basis in ESPP				2.00%
Additional equity-based compensation plan	$ 50,000
RSUs [Member]
Stock Option Plan [Abstract]
Net issuance of shares (in shares)				1,916,764
RSUs [Member] \| Time-Based Vesting Condition [Member]
Stock Option Plan [Abstract]
Vesting period				4 years
RSUs [Member] \| Vesting Condition [Member]
Stock Option Plan [Abstract]
Vesting period				5 years
Share Options [Member]
Stock Option Plan [Abstract]
Vesting period				4 years
Expiration period				10 years
Outstanding Share Options [Roll Forward]
Outstanding, beginning of period (in shares)		35,488,179		47,532,923
Granted (in shares)				30,000
Exercised (in shares)				(9,910,023)
Forfeited (in shares)				(2,164,721)
Outstanding, end of period (in shares)				35,488,179	47,532,923
Exercisable (in shares)				27,482,836
Weighted-Average Exercise Price Per Share [Roll Forward]
Outstanding, beginning of period (in dollars per share)		$ 3.08		$ 2.64
Granted (in dollars per share)				5.21
Exercised (in dollars per share)			$ 0	0.86
Forfeited (in dollars per share)				3.76
Outstanding, end of period (in dollars per share)				3.08	$ 2.64
Exercisable (in dollars per share)				$ 2.19
Weighted Average Remaining Contractual Term [Abstract]
Weighted-average remaining contractual life				6 years 8 months 19 days	5 years 8 months 23 days
Weighted-average remaining contractual life, exercisable				6 years 3 months 10 days
Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, outstanding				$ 40,516	$ 247,734
Aggregate intrinsic value, exercised				26,473	49,224	20,649
Aggregate intrinsic value, exercisable				36,313
Additional Paid-in Capital [Member]
Stock Option Plan [Abstract]
Additional equity-based compensation plan				76,853	128,740	$ 28,277
Payments of tax withholding for share based compensation				$ 5,751	$ 6,152
Non-Voting Ordinary Shares [Member]
Stock Option Plan [Abstract]
Authorized share capital (in shares)				46,000,000
Non-Voting Ordinary Shares [Member] \| Subsequent Event [Member]
Stock Option Plan [Abstract]
Net issuance of shares (in shares)		45,198,702

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Plan and Related Information (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 17, 2020 USD ($) Grantee $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares
Stock-based compensation [Abstract]
Share based compensation expense		$ 74,921	$ 127,957	$ 28,277
Share Options [Member]
Stock-based compensation [Abstract]
Weighted-average grant date fair value (in dollars per share) \| $ / shares		$ 3.07	$ 9.32	$ 5.61
Aggregate intrinsic value, exercised		$ 26,473	$ 49,224	$ 20,649
Unrecognized share based compensation cost		$ 25,936
Weighted-average period expected to be recognized		2 years 7 months 2 days
Number of shares approved for one-time share option repricing (in shares) \| shares	18,553,684
Number of grantees for one-time share option repricing \| Grantee	1,369
Exercise price of share option repricing (in dollars per share) \| $ / shares	$ 2.63
Total incremental value from the modification	$ 14,530
Share based compensation expense		$ 1,390	$ 6,514

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, RSU Activity (Details) - Restricted Share Units [Member] - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

12 Months Ended

Oct. 31, 2020

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Outstanding Restricted Share Unit [Roll Forward]

Outstanding, beginning of period (in shares)

21,613,189

Granted (in shares)

10,314,654

14,892,788

Vested (in shares)

^[1]

(8,965,081)

Forfeited (in shares)

(4,019,887)

Outstanding, end of period (in shares)

23,521,009

21,613,189

Vested shares netted out to satisfy tax obligations (in shares)

2,015,822

Net issuance of shares (in shares)

1,916,764

Unrecognized share based compensation cost related to unvested RSUs

$ 105,551

Weighted-average period to be recognized

3 years 2 months 12 days

Fair value of RSUs

$ 30,513

Weighted-Average Grant Date Fair Value Per Share [Rollforward]

Outstanding, beginning of period (in dollars per share)

$ 8.16

Granted (in dollars per share)

5.47

$ 9.53

$ 5.94

Vested (in dollars per share)

^[1]

6.78

Forfeited (in dollars per share)

6.68

Outstanding, end of period (in dollars per share)

$ 6.6

$ 8.16

[1]	A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the year ended December 31, 2022, a total of 2,015,822 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,916,764 Ordinary Shares.

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 74,921	$ 127,957	$ 28,277
Cost of Revenues [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	3,092	1,891	788
Research and Development [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	26,433	29,022	16,491
Sales and Marketing [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	22,615	44,834	6,930
General and Administrative [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 22,781	$ 52,210	$ 4,068

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, 2022 $ / 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	14,892,788
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	$ 0.86
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

EMPLOYEES CONTRIBUTION PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Severance Pay [Abstract]
Term for description of severance pay	1 month
Rate of entitled monthly deposit from the monthly salary	8.33%
Severance expenses	$ 6,638	$ 5,709	$ 4,744
401(k) Plan [Member]
Severance Pay [Abstract]
Severance expenses	$ 1,766	$ 1,169	$ 1,143
Defined Contribution Plan [Abstract]
Percentage of employee contribution, maximum	100.00%
Employer matching contribution	50.00%
Employee's eligible compensation	6.00%

INCOME TAXES, Summary (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES, Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	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%

INCOME TAXES, Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Components of Income (Loss) Before Taxes [Abstract]
Israel	$ (24,819)	$ (42,414)	$ 12,450
Foreign	20,367	40,442	10,990
Income (loss) before income taxes	$ (4,452)	$ (1,972)	$ 23,440

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

INCOME TAXES, Taxes on Income (Tax Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current [Abstract]
Israel	$ 15	$ 4,685	$ 338
Foreign	23,332	18,944	16,327
Total current income tax expense	23,347	23,629	16,665
Deferred [Abstract]
Israel	1,388	973	1,678
Foreign	(17,212)	(1,626)	(3,396)
Total deferred income tax benefit	(15,824)	(653)	(1,718)
Total income taxes	$ 7,523	$ 22,976	$ 14,947

- Definition

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

+ References + Details

INCOME TAXES, Reconciliation of Income Tax Expense to Actual Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018	Dec. 31, 2017
INCOME TAXES [Abstract]
Income (loss) before taxes on income, as reported in the consolidated statements of income (loss)	$ (4,452)	$ (1,972)	$ 23,440
Statutory tax rate Israel	23.00%	23.00%	23.00%	35.00%	21.00%
Preferred Technology Enterprise	(61.00%)	(244.00%)	(15.00%)
Permanent difference - nondeductible expenses	86.00%	(557.00%)	14.00%
Change in valuation allowance	(109.00%)	(138.00%)	(11.00%)
BEAT	0.00%	0.00%	44.00%
Income taxes at a rate other than the Israel statutory tax rate	(164.00%)	(12.00%)	0.00%
Release of tax-exempt profits under preferred enterprise tax regime	0.00%	(221.00%)	0.00%
Prior year taxes	35.00%	36.00%	(2.00%)
Other	21.00%	(52.00%)	11.00%
Effective tax rate	(169.00%)	(1165.00%)	64.00%

INCOME TAXES, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets and Liabilities [Abstract]
Deferred tax assets	$ 3,821	$ 1,876
Other Long Term Debt Noncurrent [Member]
Deferred Tax Assets and Liabilities [Abstract]
Deferred tax liabilities	$ (34,133)	$ (51,027)

INCOME TAXES, Deferred Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets and Liabilities [Abstract]
Operating lease liabilities	$ 14,751	$ 14,498
Research and development	9,151	6,362
Share-based compensation expenses	8,095	6,076
Tax credit carry forward	4,356	2,943
Reserves and allowances	3,888	3,025
Carry forward tax losses	2,770	1,701
Issuance and transaction expenses	2,111	1,922
Intangible assets	1,963	1,830
Others	842	740
Deferred tax assets before valuation allowance	47,927	39,097
Valuation allowance	(16,376)	(11,389)
Deferred tax assets	31,551	27,708
Intangible assets	(46,095)	(58,855)
Operating lease right of use assets	(13,530)	(12,975)
Property and equipment,net	(2,023)	(3,248)
Other	(215)	(1,781)
Deferred tax liabilities	(61,863)	(76,859)
Deferred tax assets (liabilities), net	(30,312)	$ (49,151)
Accumulated tax loss carry-forward	17,981
Accumulated tax loss carry-forward	1,695
Undistributed earnings	135,747
Withholding tax amount	$ 13,297

INCOME TAXES, Reconciliation of Unrecognized Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Positions [Roll Forward]
Unrecognized tax position, beginning of year	$ 3,084	$ 2,370
Increase due to acquisition	0	307
Decrease related to prior years' tax positions	(387)	(280)
Increase related to current years tax positions	1,070	1,203
Decrease due to lapses of statutes of limitations	(230)	(516)
Unrecognized tax position, end of year	3,537	3,084
Uncertain tax benefits that would impact effective tax rate	3,456
Unrecognized tax benefits, net of deferred tax assets	$ 81	$ 449

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Non-cancelable Purchase Obligations [Abstract]
Purchase obligation	$ 22,189
Minimum [Member]
Commercial Commitments [Abstract]
Period of contract	2 years
Maximum [Member]
Commercial Commitments [Abstract]
Period of contract	5 years

GEOGRAPHIC INFORMATION (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Segments, Geographical Areas [Abstract]

Revenue

$ 1,401,150

$ 1,378,458

$ 1,188,893

Long-Lived Assets

^[1]

139,865

128,364

Israel [Member]

Segments, Geographical Areas [Abstract]

Long-Lived Assets

^[1]

73,931

69,447

United States [Member]

Segments, Geographical Areas [Abstract]

Long-Lived Assets

^[1]

46,277

41,549

United Kingdom [Member]

Segments, Geographical Areas [Abstract]

Long-Lived Assets

^[1]

11,836

11,706

Rest of the World [Member]

Segments, Geographical Areas [Abstract]

Long-Lived Assets

^[1]

7,821

5,662

Reportable Geographical Components [Member] | Israel [Member]

Segments, Geographical Areas [Abstract]

Revenue

235,881

190,615

176,014

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

Segments, Geographical Areas [Abstract]

Revenue

510,491

535,349

511,982

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

Segments, Geographical Areas [Abstract]

Revenue

71,991

69,858

50,996

Reportable Geographical Components [Member] | Germany [Member]

Segments, Geographical Areas [Abstract]

Revenue

121,285

147,808

103,154

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

Segments, Geographical Areas [Abstract]

Revenue

$ 461,502

$ 434,828

$ 346,747

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

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	63,078,936	68,426,836	178,695,765
Convertible Preferred Shares [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	0	0	121,472,152
RSUs [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	18,063,802	12,927,049	12,755,167
Outstanding Share Options [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	30,284,408	43,149,797	44,468,446
Warrants [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	12,349,990	12,349,990	0
Issuable Ordinary Shares Related to Business Combination Under Holdback Arrangement [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	2,380,736	0	0

SUBSEQUENT EVENT (Details) - Subsequent Event [Member] $ in Thousands	Mar. 10, 2023 USD ($)
Subsequent Event [Abstract]
Amount insured by FDIC	$ 250
Deposits	$ 22,600