0001140361-23-023786 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	Apr. 30, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
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		297,952,725
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 INTERIM BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 218,849	$ 165,893
Short-term investments	55,582	96,914
Restricted deposits	1,091	750
Trade receivables (net of allowance for credit losses of $9,242 and $6,748 as of March 31, 2023 and December 31, 2022, respectively)	212,346	256,708
Prepaid expenses and other current assets	73,531	73,643
Total current assets	561,399	593,908
NON-CURRENT ASSETS
Long-term prepaid expenses	41,262	42,945
Commercial agreement asset	289,451	0
Restricted deposits	3,998	4,059
Deferred tax assets, net	3,218	3,821
Operating lease right of use assets	67,740	66,846
Property and equipment, net	71,731	73,019
Intangible assets, net	173,177	189,156
Goodwill	555,931	555,869
Total non-current assets	1,206,508	935,715
Total assets	1,767,907	1,529,623
CURRENT LIABILITIES
Trade payables	223,040	247,504
Short-term operating lease liabilities	15,663	14,753
Accrued expenses and other current liabilities	95,182	102,965
Current maturities of long-term loan	33,000	3,000
Total current liabilities	366,885	368,222
LONG-TERM LIABILITIES
Long-term loan, net of current maturities	192,737	223,049
Long-term operating lease liabilities	58,223	57,928
Warrants liability	5,080	6,756
Deferred tax liabilities, net	31,319	34,133
Other long-term liabilities	5,000	5,000
Total long-term liabilities	292,359	326,866
COMMITMENTS AND CONTINGENCIES (Note 11)
SHAREHOLDERS' EQUITY
Ordinary shares	0	0
Additional paid-in capital	1,209,559	903,789
Accumulated other comprehensive loss	(1,163)	(834)
Accumulated deficit	(99,733)	(68,420)
Total shareholders' equity	1,108,663	834,535
Total liabilities and shareholders' equity	1,767,907	1,529,623
Non-Voting Ordinary Shares [Member]
SHAREHOLDERS' EQUITY
Ordinary shares	$ 0	$ 0

CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Trade receivables, allowance for credit losses	$ 9,242	$ 6,748
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)	297,822,375	254,133,863
Ordinary shares, shares outstanding (in shares)	297,822,375	254,133,863
Non-Voting Ordinary Shares [Member]
SHAREHOLDERS' EQUITY
Ordinary shares, par value (in dollars per share)	$ 0	$ 0
Ordinary shares, shares authorized (in shares)	46,000,000	46,000,000
Ordinary shares, shares issued (in shares)	45,198,702	0
Ordinary shares, shares outstanding (in shares)	45,198,702	0

CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) [Abstract]
Revenues	$ 327,686	$ 354,726
Cost of revenues:
Traffic acquisition cost	211,946	216,498
Other cost of revenues	26,148	26,198
Total cost of revenues	238,094	242,696
Gross profit	89,592	112,030
Operating expenses:
Research and development	31,985	30,412
Sales and marketing	60,569	61,368
General and administrative	25,836	27,949
Total operating expenses	118,390	119,729
Operating loss	(28,798)	(7,699)
Finance income (expenses), net	(3,154)	11,195
Income (loss) before income taxes	(31,952)	3,496
Income tax benefit	639	392
Net income (loss)	$ (31,313)	$ 3,888
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ 0.02
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in shares)	333,424,276	247,378,428
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ 0.01
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in shares)	333,424,276	260,036,934

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract]
Net income (loss)	$ (31,313)	$ 3,888
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale marketable securities	327	0
Unrealized gains (losses) on derivative instruments, net	(656)	(230)
Other comprehensive income (loss)	(329)	(230)
Comprehensive income (loss)	$ (31,642)	$ 3,658

- 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 INTERIM STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Ordinary Shares [Member]	Ordinary Shares [Member] Non-Voting Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Beginning balance at Dec. 31, 2021	$ 0		$ 824,016	$ (56,445)	$ 0	$ 767,571
Beginning balance (in shares) at Dec. 31, 2021	234,031,749
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses			20,346			20,346
Exercise of options and vested RSUs			4,184			4,184
Exercise of options and vested RSUs (in shares)	4,785,118
Payments of tax withholding for share-based compensation			(1,845)			(1,845)
Other comprehensive loss					(230)	(230)
Net income (loss)				3,888		3,888
Ending balance at Mar. 31, 2022	$ 0		846,701	(52,557)	(230)	793,914
Ending balance (in shares) at Mar. 31, 2022	238,816,867
Beginning balance at Dec. 31, 2022	$ 0	$ 0	903,789	(68,420)	(834)	834,535
Beginning balance (in shares) at Dec. 31, 2022	254,133,863	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses			16,734			16,734
Exercise of options and vested RSUs			1,764			1,764
Exercise of options and vested RSUs (in shares)	3,581,421
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement			288,063			288,063
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement (in shares)	39,525,691	45,198,702
Payments of tax withholding for share-based compensation			(791)			(791)
Payments of tax withholding for share-based compensation (in shares)	581,400
Other comprehensive loss					(329)	(329)
Net income (loss)				(31,313)		(31,313)
Ending balance at Mar. 31, 2023	$ 0	$ 0	$ 1,209,559	$ (99,733)	$ (1,163)	$ 1,108,663
Ending balance (in shares) at Mar. 31, 2023	297,822,375	45,198,702

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net income (loss)	$ (31,313)	$ 3,888
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	22,601	22,676
Share-based compensation expenses	16,082	19,829
Net loss (gain) from financing expenses	(328)	671
Revaluation of the Warrants liability	(1,676)	(14,042)
Amortization of loan and credit facility issuance costs	500	358
Amortization of premium and accretion of discount on short-term investments, net	(281)	0
Change in operating assets and liabilities:
Decrease in trade receivables, net	44,362	45,935
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses	721	(3,317)
Decrease in trade payables	(22,807)	(45,864)
Decrease in accrued expenses and other current liabilities and other long-term liabilities	(13,439)	(16,544)
Increase (decrease) in deferred taxes, net	2,790	(4,086)
Change in operating lease right of use assets	4,151	2,895
Change in operating lease liabilities	(3,839)	(4,276)
Net cash provided by operating activities	17,524	8,123
Cash flows from investing activities
Purchase of property and equipment, including capitalized internal-use software	(6,350)	(6,902)
Cash paid in connection with acquisitions, net of cash acquired	0	(620)
Investments in restricted deposits	(280)	0
Investment in short-term deposits	0	(40,026)
Proceeds from sales and maturities of short-term investments	41,940	0
Payments of cash in escrow for acquisition of a subsidiary	0	(2,100)
Net cash provided by (used in) investing activities	35,310	(49,648)
Cash flows from financing activities
Exercise of options and vested RSUs	1,335	3,399
Payment of tax withholding for share-based compensation expenses	(791)	(1,845)
Repayment of long-term loan	(750)	(750)
Net cash provided by (used in) financing activities	(206)	804
Exchange rate differences on balances of cash and cash equivalents	328	(671)
Increase (decrease) in cash and cash equivalents	52,956	(41,392)
Cash and cash equivalents - at the beginning of the period	165,893	319,319
Cash and cash equivalents - at end of the period	218,849	277,927
Supplemental disclosures of cash flow information:
Income taxes	4,258	2,418
Interest	5,067	3,570
Non-cash investing and financing activities:
Purchase of property and equipment, including capitalized internal-use software	36	1,809
Share-based compensation included in capitalized internal-use software	652	517
Creation of operating lease right-of-use assets	$ 5,045	$ 0

GENERAL

3 Months Ended

Mar. 31, 2023

GENERAL [Abstract]

GENERAL

NOTE 1:-

GENERAL

Taboola.com Ltd. (together with its subsidiaries, the “Company” or “Taboola”) was incorporated under the laws of the state of Israel and commenced its operations 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.

In November 2022, the Company announced it entered into a 30-year exclusive commercial agreement (the “Commercial agreement”) with Yahoo Inc. and affiliated entities (“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. On January 17, 2023 (the “Transaction closing 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. Based on the closing share price, on January 17, 2023, of $3.4 per share, the aggregate fair value of the issued shares amounted to $288,063.

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.

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, which appointed the FDIC as a receiver 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. On March 12, 2023, the U.S. Treasury, Federal Reserve and FDIC announced that SVB depositors would have access to all of their money starting March 13, 2023 and the FDIC announced that all of SVB’s deposits and substantially all of its assets had been transferred to a newly created, full-service FDIC-operated bridge bank, Silicon Valley Bridge Bank, N.A (“SVBB”). On March 27, 2023, First Citizens Bank & Trust Company (“First Citizens Bank”) purchased and assumed all deposits and loans of SVBB. As a result, all of the Company’s deposits that were at SVB are now with First Citizens Bank. As of March 31, 2023, the Company maintains immaterial amounts of cash held by First Citizens Bank and has access to all of its cash and cash equivalents and does not expect losses or material disruptions to its ongoing operations. The Company does not have any other material relationships with SVB.

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Taboola.com Ltd. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The consolidated balance sheet as of December 31, 2022, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

Therefore, these unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, filed with the SEC on March 13, 2023.

In the opinion of the Company’s management, the unaudited consolidated interim financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s unaudited interim consolidated financial statements. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, or any other future interim or annual period.

Use of Estimates

The preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the interim 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 its commercial agreement asset, 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 March 31, 2023, 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.

Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, as filed with the SEC on March 13, 2023. There have been no significant changes to these policies during the three months ended March 31, 2023, except as noted below.

Reclassification

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

CASH AND CASH EQUIVALENTS

3 Months Ended

Mar. 31, 2023

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:

	March 31,		December 31,
	2023		2022
	Unaudited

Cash	$	142,766	$	142,127
Money market accounts and funds		71,717		22,583
Time deposits		4,366		1,183

Total Cash and cash equivalents	$	218,849	$	165,893

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

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 three months ended March 31, 2023.

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of March 31, 2023 and December 31, 2022, by level within the fair value hierarchy:

		Fair value measurements as of
Description	Fair Value Hierarchy	March 31, 2023			December 31, 2022
		Unaudited
Assets:
Cash equivalents:
Money market accounts and funds	Level 1	$	71,717		$	22,583
Short-term investments:
U.S. government treasuries	Level 2	$	17,378		$	46,222
Corporate debt securities	Level 2	$	16,028		$	21,636
U.S. Agency bonds	Level 2	$	15,731		$	20,491
Commercial paper	Level 2	$	6,445		$	8,565

Liabilities:
Warrants liability:
Public Warrants	Level 1	$	(2,364	)	$	(2,856	)
Private Warrants	Level 3	$	(2,716	)	$	(3,900	)
Derivative instruments liability:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	(969	)	$	(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 U.S. government treasuries, corporate debt securities, commercial paper, U.S. agency bonds 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 key inputs into the Black-Scholes model for the Private Warrants were as follows:

Input	March 31, 2023			December 31, 2022

Risk-free interest rate		3.71% - 3.86	%		4.08% - 4.18	%
Expected term (years)		2.51 - 3.25			2.75 - 3.50
Expected volatility		67.6% - 69.8	%		67.5% - 69.3	%
Exercise price	$	11.50		$	11.50
Underlying Stock Price	$	2.72		$	3.08

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 (as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 13, 2023), and for certain Private Warrants the maturity date was determined to be five years from 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.

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

	Private			Public			Total
Input	Warrants			Warrants			Warrants

Fair value as of December 31, 2022	$	3,900		$	2,856		$	6,756
Change in fair value		(1,184	)		(492	)		(1,676	)
Fair value as of March 31, 2023 (unaudited)	$	2,716		$	2,364		$	5,080

- 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

3 Months Ended

Mar. 31, 2023

SHORT-TERM INVESTMENTS [Abstract]

SHORT-TERM INVESTMENTS

NOTE 5:-

SHORT-TERM INVESTMENTS

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

	March 31, 2023
	Unaudited
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government treasuries	$	17,440	$	—	$	(62	)	$	17,378
Corporate debt securities		16,089		—		(61	)		16,028
U.S. Agency bonds		15,786		—		(55	)		15,731
Commercial paper		6,461		—		(16	)		6,445
Total	$	55,776	$	—	$	(194	)	$	55,582

	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 March 31, 2023, the Company had no significant unrealized losses related to marketable securities (which were accumulated in a period of less than 12 months) and determined the unrealized losses are 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 March 31, 2023, all of the Company’s available-for-sale marketable securities were due within one year.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2023

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 6:-

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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 for up to twelve months. The Company’s risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates; these derivative instruments are designated as cash flow hedges. The Company does not enter into derivative transactions for trading or speculative purposes.

As of March 31, 2023, 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 $22,499.

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 was $969 and $313 as of March 31, 2023 and December 31, 2022, respectively, which were recorded in accrued expenses and other current liabilities in the consolidated interim balance sheets.

The changes related to cash flow hedging instruments, recorded in the consolidated interim statements of income (loss), for the three months ended March 31, 2023 and 2022, were as follows:

	Reclassification of losses into income (loss) from accumulated other comprehensive loss
	Three months ended March 31,
	2023		2022
	Unaudited
Cost of revenues	$	28	$	3
Research and development		315		20
Sales and marketing		56		4
General and administrative		49		3
Total losses recognized in the consolidated interim statements of income (loss)	$	448	$	30

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 loss.

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

	Three months ended March 31,
	2023			2022
	Unaudited
Unrealized losses on derivative instruments at the beginning of the period	$	(313	)	$	—
Changes in fair value of derivative instruments		(1,104	)		(260	)
Reclassification of losses recognized in the consolidated interim statements of income (loss) from accumulated other comprehensive loss		448			30
Unrealized losses on derivative instruments at the end of the period (unaudited)	$	(969	)	$	(230	)

All net deferred losses in accumulated other comprehensive losses as of March 31, 2023, are expected to be recognized over the next twelve months as operating expenses in the same financial statement line item in the consolidated interim statements of loss to which the derivative relates.

GOODWILL AND INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2023

GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

NOTE 7:-

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, 2022	$	555,869
Purchase accounting adjustment		62
Balance as of March 31, 2023 (unaudited)	$	555,931

Intangible Assets, Net

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

	Gross Fair Value		Accumulated Amortization			Net Book Value
March 31, 2023 (unaudited)
Merchant/ Network affiliate relationships	$	146,547	$	(51,563	)	$	94,984
Technology		74,193		(34,920	)		39,273
Publisher relationships		42,933		(16,994	)		25,939
Tradenames		24,097		(12,703	)		11,394
Customer relationships		13,146		(11,559	)		1,587
Total	$	300,916	$	(127,739	)	$	173,177

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

Amortization expenses for intangible assets were $15,969 and $15,780, for the three months ended March 31, 2023 and 2022, respectively.

The estimated future amortization expense of definite-lived intangible assets as of March 31, 2023, is as follows (unaudited):

Year Ending December 31,
2023 (Remainder)	$	47,916
2024		60,519
2025		51,407
2026		13,244
2027		91
Total	$	173,177

FINANCING ARRANGEMENTS

3 Months Ended

Mar. 31, 2023

FINANCING ARRANGEMENTS [Abstract]

FINANCING ARRANGEMENTS

NOTE 8:-

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 March 31, 2023, the Company was in compliance with the Facility covenants.

In April 2023, subsequent to the interim balance sheet date, the Company voluntarily prepaid $30,000 of the principal amount of the outstanding debt under the Credit Agreement.

As of March 31, 2023, the total future principal payments related to Facility loan are as follows:

	Amount
Year Ending December 31,
2023 (current maturities)	$	32,250
2024		3,000
2025		3,000
2026		3,000
2027		3,000
2028		189,985
Total	$	234,235

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 $5,473 and $3,733 for the three months ended March 31, 2023 and 2022, 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 March 31, 2023, the Company was in compliance with the financial covenants and had no outstanding borrowings under the Revolving Credit Agreement.

As of March 31, 2023, deferred financing costs associated with entering into the Revolving Credit Agreement in the total amount of $1,085, 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. Deferred financing costs amortization amounted to $62 and $0, for the three months ended March 31, 2023 and 2022, respectively.

- 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.

+ References

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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

3 Months Ended

Mar. 31, 2023

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

NOTE 9:-

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, 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 the Articles, the Non-voting Ordinary shares will have rights identical to the rights of Ordinary shares as described above (see Note 1b).

Share Incentive Plans

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 have the authority to determine the amount to be utilized for the Program. On April 17, 2023, the Company submitted an additional request for extension, which is currently under the Israeli court review process, and intends to continue filing extension requests for the court approval on an ongoing basis, as required.

For the three months ended March 31, 2023 and 2022, 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 $791 and $1,845, 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 three months ended March 31, 2023 (including employees, directors, officers and consultants of the Company):

	Outstanding Share Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of January 1, 2023		35,488,179		$	3.08		6.72	$	40,516
Granted		—			—		—		—
Exercised		(1,318,697	)		1.24		—	$	2,416
Forfeited		(199,432	)		5.94		—		—
Balance as of March 31, 2023 (unaudited)		33,970,050		$	3.12		6.64	$	28,663
Exercisable as of March 31, 2023 (unaudited)		27,059,535		$	2.33		6.29	$	25,591

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 Company did not grant any options during the three months ended March 31, 2023.

As of March 31, 2023, unrecognized share-based compensation cost related to unvested share options was $22,266, which is expected to be recognized over a weighted-average period of 2.4 years.

The following is a summary of the RSU activity and related information for the three months ended March 31, 2023:

	Outstanding Restricted Shares Unit			Weighted Average Grant Date Fair Value

Balance as of January 1, 2023		23,521,009		$	6.60
Granted		10,165,344			3.63
Vested (*)		(2,262,724	)		6.65
Forfeited		(781,458	)		6.84
Balance as of March 31, 2023 (unaudited)		30,642,171		$	5.60

(*) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the three months ended March 31, 2023, a total of 286,306 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 286,306 shares.

The total release date fair value of RSUs was $8,225, during the three months ended March 31, 2023.

As of March 31, 2023, unrecognized share-based compensation cost related to unvested RSUs was $128,530, 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 three months ended March 31, 2023 and 2022, was comprised as follows:

	Three months ended March 31,
	2023		2022
	Unaudited
Cost of revenues	$	1,044	$	703
Research and development		5,844		6,102
Sales and marketing		4,285		5,300
General and administrative		4,909		7,724
Total share-based compensation expense	$	16,082	$	19,829

INCOME TAXES

3 Months Ended

Mar. 31, 2023

INCOME TAXES [Abstract]

INCOME TAXES

NOTE 10:-

INCOME TAXES

The Company’s effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses and tax regulations. The Company’s effective tax rates were 2.0% and (11.2%) for the three months ended March 31, 2023 and 2022, respectively. The relatively low effective tax rate for the three months ended March 31, 2023, results primarily from the valuation allowance in Israel, as well as tax benefits associated from losses incurred in the U.S. partly offset by tax expenses in other jurisdictions.

- 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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-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2023

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11:-

COMMITMENTS AND CONTINGENCIES

Commercial Commitments

In the ordinary course of the business, the Company enters into agreements with certain digital properties, under which, in some cases it agrees to pay them a guaranteed amount, generally per thousand 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 March 31, 2023, the Company had outstanding non-cancelable purchase obligations in the amount of $24,136.

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 taken together, have a material adverse effect on its business, financial position, results of operations, or cash flows.

RELATED PARTY BALANCES AND TRANSACTIONS

3 Months Ended

Mar. 31, 2023

RELATED PARTY BALANCES AND TRANSACTIONS

NOTE 12:-

RELATED PARTY BALANCES AND TRANSACTIONS

The Company is a party to certain transaction related agreements with Yahoo, pursuant to which the Company issued 39,525,691 Ordinary Shares and 45,198,702 Non-voting Ordinary shares to Yahoo, and granting Yahoo the right to appoint one representative to the Company’s board of directors, resulting in Yahoo to become a principal shareholder effective the Transaction closing on January 17, 2023 (see Note 1b).

Prior to 2023, the Company and its affiliates entered into agreements in the ordinary course of business with Yahoo and its affiliates. In connection with these agreements, for the three months ended March 31, 2023 (including the portion prior to the Transaction closing date), the Company recorded revenues from Yahoo or its affiliates of $7,114. As of March 31, 2023, in regards to Yahoo and its affiliates the Company’s balances of trade receivables were $5,333, and its balances of trade payables were $6,399.

GEOGRAPHIC INFORMATION

3 Months Ended

Mar. 31, 2023

GEOGRAPHIC INFORMATION [Abstract]

GEOGRAPHIC INFORMATION

NOTE 13:-

GEOGRAPHIC INFORMATION

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

	Three months ended March 31,
	2023		2022
	Unaudited
Israel	$	57,626	$	50,694
United States		112,904		134,686
Germany		30,775		38,392
United Kingdom		17,711		18,544
Rest of the world		108,670		112,410
Total	$	327,686	$	354,726

- 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
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

3 Months Ended

Mar. 31, 2023

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

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

NOTE 14:-

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

	Three months ended March 31,
	2023						2022
	Ordinary shares			Non-voting Ordinary shares			Ordinary shares		Non-voting Ordinary shares
	Unaudited

Numerator:
Net income (loss) attributable to Ordinary shareholders, basic and diluted	$	(27,870	)	$	(3,443	)	$	3,888	$	—

Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, basic		296,763,107			36,661,169			247,378,428		—
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, diluted		296,763,107			36,661,169			260,036,934		—

Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, basic	$	(0.09	)	$	(0.09	)	$	0.02	$	—
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, diluted	$	(0.09	)	$	(0.09	)	$	0.01	$	—

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

	Three months ended March 31,
	2023		2022
	Unaudited

Warrants		12,349,990		12,349,990
RSUs		28,550,688		10,645,660
Outstanding share options		28,449,625		20,000
Issuable Ordinary Shares related to Business Combination under holdback arrangement		1,704,406		3,681,030
Total		71,054,709		26,696,680

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2023
SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Taboola.com Ltd. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated balance sheet as of December 31, 2022, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, filed with the SEC on March 13, 2023. In the opinion of the Company’s management, the unaudited consolidated interim financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s unaudited interim consolidated financial statements. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, or any other future interim or annual period.
Use of Estimates	Use of Estimates The preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the interim 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 its commercial agreement asset, 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 March 31, 2023, 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.
Reclassification	Reclassification Certain amounts in the corresponding prior periods have been reclassified to conform with the current year’s presentation. Such reclassifications did not affect net income (loss), changes in the shareholders’ equity or cash flows.

CASH AND CASH EQUIVALENTS (Tables)

3 Months Ended

Mar. 31, 2023

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:

	March 31,		December 31,
	2023		2022
	Unaudited

Cash	$	142,766	$	142,127
Money market accounts and funds		71,717		22,583
Time deposits		4,366		1,183

Total Cash and cash equivalents	$	218,849	$	165,893

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022, by level within the fair value hierarchy:

		Fair value measurements as of
Description	Fair Value Hierarchy	March 31, 2023			December 31, 2022
		Unaudited
Assets:
Cash equivalents:
Money market accounts and funds	Level 1	$	71,717		$	22,583
Short-term investments:
U.S. government treasuries	Level 2	$	17,378		$	46,222
Corporate debt securities	Level 2	$	16,028		$	21,636
U.S. Agency bonds	Level 2	$	15,731		$	20,491
Commercial paper	Level 2	$	6,445		$	8,565

Liabilities:
Warrants liability:
Public Warrants	Level 1	$	(2,364	)	$	(2,856	)
Private Warrants	Level 3	$	(2,716	)	$	(3,900	)
Derivative instruments liability:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	(969	)	$	(313	)

Assumptions Used to Determine Fair Value

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

Input	March 31, 2023			December 31, 2022

Risk-free interest rate		3.71% - 3.86	%		4.08% - 4.18	%
Expected term (years)		2.51 - 3.25			2.75 - 3.50
Expected volatility		67.6% - 69.8	%		67.5% - 69.3	%
Exercise price	$	11.50		$	11.50
Underlying Stock Price	$	2.72		$	3.08

Changes in Fair Value of Warrants Liability

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

	Private			Public			Total
Input	Warrants			Warrants			Warrants

Fair value as of December 31, 2022	$	3,900		$	2,856		$	6,756
Change in fair value		(1,184	)		(492	)		(1,676	)
Fair value as of March 31, 2023 (unaudited)	$	2,716		$	2,364		$	5,080

SHORT-TERM INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2023

SHORT-TERM INVESTMENTS [Abstract]

Summary of Available-for-Sale Marketable Securities

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

	March 31, 2023
	Unaudited
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government treasuries	$	17,440	$	—	$	(62	)	$	17,378
Corporate debt securities		16,089		—		(61	)		16,028
U.S. Agency bonds		15,786		—		(55	)		15,731
Commercial paper		6,461		—		(16	)		6,445
Total	$	55,776	$	—	$	(194	)	$	55,582

	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)

3 Months Ended

Mar. 31, 2023

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]

The changes related to cash flow hedging instruments, recorded in the consolidated interim statements of income (loss), for the three months ended March 31, 2023 and 2022, were as follows:

	Reclassification of losses into income (loss) from accumulated other comprehensive loss
	Three months ended March 31,
	2023		2022
	Unaudited
Cost of revenues	$	28	$	3
Research and development		315		20
Sales and marketing		56		4
General and administrative		49		3
Total losses recognized in the consolidated interim statements of income (loss)	$	448	$	30

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:

	Three months ended March 31,
	2023			2022
	Unaudited
Unrealized losses on derivative instruments at the beginning of the period	$	(313	)	$	—
Changes in fair value of derivative instruments		(1,104	)		(260	)
Reclassification of losses recognized in the consolidated interim statements of income (loss) from accumulated other comprehensive loss		448			30
Unrealized losses on derivative instruments at the end of the period (unaudited)	$	(969	)	$	(230	)

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2023

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, 2022	$	555,869
Purchase accounting adjustment		62
Balance as of March 31, 2023 (unaudited)	$	555,931

Intangible Assets

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

	Gross Fair Value		Accumulated Amortization			Net Book Value
March 31, 2023 (unaudited)
Merchant/ Network affiliate relationships	$	146,547	$	(51,563	)	$	94,984
Technology		74,193		(34,920	)		39,273
Publisher relationships		42,933		(16,994	)		25,939
Tradenames		24,097		(12,703	)		11,394
Customer relationships		13,146		(11,559	)		1,587
Total	$	300,916	$	(127,739	)	$	173,177

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

Estimated Future Amortization Expense of Other Intangible Assets

The estimated future amortization expense of definite-lived intangible assets as of March 31, 2023, is as follows (unaudited):

Year Ending December 31,
2023 (Remainder)	$	47,916
2024		60,519
2025		51,407
2026		13,244
2027		91
Total	$	173,177

- 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

FINANCING ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2023

FINANCING ARRANGEMENTS [Abstract]

Future Principal Payments Related to Long-term Debt

As of March 31, 2023, the total future principal payments related to Facility loan are as follows:

	Amount
Year Ending December 31,
2023 (current maturities)	$	32,250
2024		3,000
2025		3,000
2026		3,000
2027		3,000
2028		189,985
Total	$	234,235

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables)

3 Months Ended

Mar. 31, 2023

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

Share Option Activity

The following is a summary of share option activity and related information for the three months ended March 31, 2023 (including employees, directors, officers and consultants of the Company):

	Outstanding Share Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of January 1, 2023		35,488,179		$	3.08		6.72	$	40,516
Granted		—			—		—		—
Exercised		(1,318,697	)		1.24		—	$	2,416
Forfeited		(199,432	)		5.94		—		—
Balance as of March 31, 2023 (unaudited)		33,970,050		$	3.12		6.64	$	28,663
Exercisable as of March 31, 2023 (unaudited)		27,059,535		$	2.33		6.29	$	25,591

Summary of RSU activity

The following is a summary of the RSU activity and related information for the three months ended March 31, 2023:

	Outstanding Restricted Shares Unit			Weighted Average Grant Date Fair Value

Balance as of January 1, 2023		23,521,009		$	6.60
Granted		10,165,344			3.63
Vested (*)		(2,262,724	)		6.65
Forfeited		(781,458	)		6.84
Balance as of March 31, 2023 (unaudited)		30,642,171		$	5.60

Equity Based Compensation Expense

The total share-based compensation expense related to all of the Company’s share-based awards recognized for the three months ended March 31, 2023 and 2022, was comprised as follows:

	Three months ended March 31,
	2023		2022
	Unaudited
Cost of revenues	$	1,044	$	703
Research and development		5,844		6,102
Sales and marketing		4,285		5,300
General and administrative		4,909		7,724
Total share-based compensation expense	$	16,082	$	19,829

GEOGRAPHIC INFORMATION (Tables)

3 Months Ended

Mar. 31, 2023

GEOGRAPHIC INFORMATION [Abstract]

Revenue by Geographic Area

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

	Three months ended March 31,
	2023		2022
	Unaudited
Israel	$	57,626	$	50,694
United States		112,904		134,686
Germany		30,775		38,392
United Kingdom		17,711		18,544
Rest of the world		108,670		112,410
Total	$	327,686	$	354,726

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

3 Months Ended

Mar. 31, 2023

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

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

	Three months ended March 31,
	2023						2022
	Ordinary shares			Non-voting Ordinary shares			Ordinary shares		Non-voting Ordinary shares
	Unaudited

Numerator:
Net income (loss) attributable to Ordinary shareholders, basic and diluted	$	(27,870	)	$	(3,443	)	$	3,888	$	—

Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, basic		296,763,107			36,661,169			247,378,428		—
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, diluted		296,763,107			36,661,169			260,036,934		—

Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, basic	$	(0.09	)	$	(0.09	)	$	0.02	$	—
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, diluted	$	(0.09	)	$	(0.09	)	$	0.01	$	—

Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share

	Three months ended March 31,
	2023		2022
	Unaudited

Warrants		12,349,990		12,349,990
RSUs		28,550,688		10,645,660
Outstanding share options		28,449,625		20,000
Issuable Ordinary Shares related to Business Combination under holdback arrangement		1,704,406		3,681,030
Total		71,054,709		26,696,680

GENERAL, Summary (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 17, 2023	Mar. 31, 2023	Mar. 10, 2023	Dec. 31, 2022	Dec. 30, 2022
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		700,000,000	46,000,000
Closing share price (in dollars per share)	$ 3.4
Fair value of shares issued	$ 288,063	$ 288,063
Amount insured by FDIC			$ 250
Ordinary Shares [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Issuance of shares (in shares)	39,525,691
Non-Voting Ordinary Shares [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Authorized share capital (in shares)		46,000,000		46,000,000
Issuance of shares (in shares)	45,198,702

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Breakdown of Cash and Cash Equivalents [Abstract]
Cash	$ 142,766	$ 142,127
Money market accounts and funds	71,717	22,583
Time deposits	4,366	1,183
Total Cash and cash equivalents	$ 218,849	$ 165,893

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ (2,364)	$ (2,856)
Level 1 [Member] \| Money Market Accounts and Funds [Member]
Assets [Abstract]
Cash equivalents	71,717	22,583
Level 2 [Member] \| Derivative Instruments Liability [Member]
Liabilities [Abstract]
Derivative instruments designated as cash flow hedging instruments	(969)	(313)
Level 2 [Member] \| U.S. Government Treasuries [Member]
Assets [Abstract]
Short-term investments	17,378	46,222
Level 2 [Member] \| Corporate Debt Securities [Member]
Assets [Abstract]
Short-term investments	16,028	21,636
Level 2 [Member] \| U.S. Agency Bonds [Member]
Assets [Abstract]
Short-term investments	15,731	20,491
Level 2 [Member] \| Commercial Paper [Member]
Assets [Abstract]
Short-term investments	6,445	8,565
Level 3 [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ (2,716)	$ (3,900)

FAIR VALUE MEASUREMENTS, Key Inputs to Warrants (Details)	Mar. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Private Warrants [Member] \| Risk Free Interest Rate [Member] \| Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0371	0.0408
Private Warrants [Member] \| Risk Free Interest Rate [Member] \| Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0386	0.0418
Private Warrants [Member] \| Expected Term [Member] \| Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	2 years 6 months 3 days	2 years 9 months
Private Warrants [Member] \| Expected Term [Member] \| Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	3 years 3 months	3 years 6 months
Private Warrants [Member] \| Expected Volatility [Member] \| Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.676	0.675
Private Warrants [Member] \| Expected Volatility [Member] \| Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.698	0.693
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	2.72	3.08
Certain Private Warrants [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	5 years

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrants Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Warrants [Member]
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value as of December 31, 2022	$ 6,756
Change in fair value	(1,676)
Fair value as of March 31, 2023	5,080
Public Warrants [Member]
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value as of December 31, 2022	2,856
Change in fair value	(492)
Fair value as of March 31, 2023	2,364
Private Warrants [Member]
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value as of December 31, 2022	3,900
Change in fair value	(1,184)
Fair value as of March 31, 2023	$ 2,716

SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	$ 55,776	$ 97,435
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(194)	(521)
Estimated Fair Value	55,582	96,914
U.S. Government Treasuries [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	17,440	46,452
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(62)	(230)
Estimated Fair Value	17,378	46,222
Corporate Debt Securities [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	16,089	21,762
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(61)	(126)
Estimated Fair Value	16,028	21,636
U.S. Agency Bonds [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	15,786	20,622
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(55)	(131)
Estimated Fair Value	15,731	20,491
Commercial Paper [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	6,461	8,599
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(16)	(34)
Estimated Fair Value	$ 6,445	$ 8,565

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Derivative Instrument [Abstract]
Derivative notional amount	$ 22,499
Fair value of cash flow hedging instruments recorded as liabilities	969	$ 313	$ 230	$ 0
Accrued Expenses and Other Current Liabilities [Member]
Derivative Instrument [Abstract]
Fair value of cash flow hedging instruments recorded as liabilities	$ 969	$ 313

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract]
Total losses recognized in the consolidated interim statements of income (loss)	$ 448	$ 30
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]
Total losses recognized in the consolidated interim statements of income (loss)	$ 28	3
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]
Total losses recognized in the consolidated interim statements of income (loss)	$ 315	20
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]
Total losses recognized in the consolidated interim statements of income (loss)	$ 56	4
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]
Total losses recognized in the consolidated interim statements of income (loss)	$ 49	$ 3
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	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Summary of Derivative Instruments by Hedge Designation [Abstract]
Unrealized losses on derivative instruments at the beginning of the period	$ (313)	$ 0
Changes in fair value of derivative instruments	(1,104)	(260)
Reclassification of losses recognized in the consolidated interim statements of income (loss) from accumulated other comprehensive loss	448	30
Unrealized losses on derivative instruments at the end of the period (unaudited)	$ (969)	$ (230)

GOODWILL AND INTANGIBLE ASSETS, NET, Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 555,869
Purchase accounting adjustment	62
Ending balance	$ 555,931

- 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	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Intangible Assets [Abstract]
Gross fair value	$ 300,916		$ 300,926
Accumulated amortization	(127,739)		(111,770)
Net book value	173,177		189,156
Amortization expenses related to intangible assets	15,969	$ 15,780
Merchant/ Network Affiliate Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	146,547		146,547
Accumulated amortization	(51,563)		(43,421)
Net book value	94,984		103,126
Technology [Member]
Intangible Assets [Abstract]
Gross fair value	74,193		74,193
Accumulated amortization	(34,920)		(32,042)
Net book value	39,273		42,151
Publisher Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	42,933		42,933
Accumulated amortization	(16,994)		(14,311)
Net book value	25,939		28,622
Tradenames [Member]
Intangible Assets [Abstract]
Gross fair value	24,097		24,097
Accumulated amortization	(12,703)		(10,689)
Net book value	11,394		13,408
Customer Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	13,146		13,156
Accumulated amortization	(11,559)		(11,307)
Net book value	$ 1,587		$ 1,849

GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Estimated Future Amortization Expense of Other Intangible Assets [Abstract]
2023	$ 47,916
2024	60,519
2025	51,407
2026	13,244
2027	91
Net book value	$ 173,177	$ 189,156

FINANCING ARRANGEMENTS (Details) - USD ($)	1 Months Ended	3 Months Ended
FINANCING ARRANGEMENTS (Details) - USD ($)	Apr. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Aug. 09, 2022	Sep. 01, 2021
Debt Instruments [Abstract]
Repayment of long-term loan	$ 30,000,000
Interest expenses recognized with the long-term loan		$ 5,473,000	$ 3,733,000
Revolving Credit Agreement [Member]
Long-term loan principal payments [Abstract]
Total		$ 0
Long-term loan term		5 years
Deferred financing costs		$ 1,085,000
Deferred financing costs amortization		62,000	$ 0
Revolving Credit Agreement [Member] \| Maximum [Member]
Debt Instruments [Abstract]
Aggregate committed principal amount				$ 90,000,000
Credit Agreement [Member]
Debt Instruments [Abstract]
Senior secured term loan credit agreement					$ 300,000,000
Issuance expenses		$ 11,250,000
Facility amortization rate		1.00%
Frequency of periodic payment		quarterly
Long-term loan principal payments [Abstract]
2023 (current maturities)		$ 32,250,000
2024		3,000,000
2025		3,000,000
2026		3,000,000
2027		3,000,000
2028		189,985,000
Total		$ 234,235,000
Long-term loan maturity		7 years

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		12 Months Ended
	Jan. 17, 2023	Nov. 23, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 30, 2022
Stock Option Plan [Abstract]
Authorized share capital (in shares)			700,000,000		700,000,000	46,000,000
Additional equity-based compensation plan			$ 16,734	$ 20,346
Payments of tax withholding for share based compensation			$ 791	1,845
Maximum [Member]
Stock Option Plan [Abstract]
Additional equity-based compensation plan		$ 50,000
RSUs [Member]
Stock Option Plan [Abstract]
Net issuance of shares (in shares)			286,306
Share Options [Member]
Outstanding Share Options [Roll Forward]
Outstanding, beginning of period (in shares)			35,488,179
Granted (in shares)			0
Exercised (in shares)			(1,318,697)
Forfeited (in shares)			(199,432)
Outstanding, end of period (in shares)			33,970,050		35,488,179
Exercisable (in shares)			27,059,535
Weighted-Average Exercise Price Per Share [Roll Forward]
Outstanding, beginning of period (in dollars per share)			$ 3.08
Granted (in dollars per share)			0
Exercised (in dollars per share)			1.24
Forfeited (in dollars per share)			5.94
Outstanding, end of period (in dollars per share)			3.12		$ 3.08
Exercisable (in dollars per share)			$ 2.33
Weighted Average Remaining Contractual Term [Abstract]
Weighted-average remaining contractual life			6 years 7 months 20 days		6 years 8 months 19 days
Weighted-average remaining contractual life, exercisable			6 years 3 months 14 days
Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, outstanding			$ 28,663		$ 40,516
Aggregate intrinsic value, exercised			2,416
Aggregate intrinsic value, exercisable			25,591
Additional Paid-in Capital [Member]
Stock Option Plan [Abstract]
Additional equity-based compensation plan			16,734	20,346
Payments of tax withholding for share based compensation			$ 791	$ 1,845
Non-Voting Ordinary Shares [Member]
Stock Option Plan [Abstract]
Authorized share capital (in shares)			46,000,000		46,000,000
Net issuance of shares (in shares)	45,198,702

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Plan and Related Information (Details) - Share Options [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Stock-based compensation [Abstract]
Unrecognized share based compensation cost	$ 22,266
Weighted-average period expected to be recognized	2 years 4 months 24 days

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, RSU Activity (Details) - Restricted Share Units [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Outstanding Restricted Share Unit [Roll Forward]
Outstanding, beginning of period (in shares)	23,521,009
Granted (in shares)	10,165,344
Vested (in shares)	(2,262,724)
Forfeited (in shares)	(781,458)
Outstanding, end of period (in shares)	30,642,171
Vested shares netted out to satisfy tax obligations (in shares)	286,306
Net issuance of shares (in shares)	286,306
Unrecognized share based compensation cost related to unvested RSUs \| $	$ 128,530
Weighted-average period to be recognized	3 years 2 months 12 days
Fair value of RSUs \| $	$ 8,225
Weighted-Average Grant Date Fair Value Per Share [Rollforward]
Outstanding, beginning of period (in dollars per share) \| $ / shares	$ 6.6
Granted (in dollars per share) \| $ / shares	3.63
Vested (in dollars per share) \| $ / shares	6.65
Forfeited (in dollars per share) \| $ / shares	6.84
Outstanding, end of period (in dollars per share) \| $ / shares	$ 5.6

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 16,082	$ 19,829
Cost of Revenues [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	1,044	703
Research and Development [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	5,844	6,102
Sales and Marketing [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	4,285	5,300
General and Administrative [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 4,909	$ 7,724

INCOME TAXES, Summary (Details)	3 Months Ended
INCOME TAXES, Summary (Details)	Mar. 31, 2023	Mar. 31, 2022
Income Tax Rate [Abstract]
Effective tax rate	2.00%	(11.20%)

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Non-cancelable Purchase Obligations [Abstract]
Purchase obligation	$ 24,136
Minimum [Member]
Commercial Commitments [Abstract]
Period of contract	2 years
Maximum [Member]
Commercial Commitments [Abstract]
Period of contract	5 years

RELATED PARTY BALANCES AND TRANSACTIONS (Details) $ in Thousands		3 Months Ended
	Jan. 17, 2023 shares	Mar. 31, 2023 USD ($) Respresentative
Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares)	39,525,691
Non-Voting Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares)	45,198,702
Yahoo [Member]
Related Party Transaction [Abstract]
Number of representatives that can be appointed to Board of Directors \| Respresentative		1
Revenue from related party \| $		$ 7,114
Trade receivable balance \| $		5,333
Trade payable balance \| $		$ 6,399
Yahoo [Member] \| Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares)	39,525,691
Yahoo [Member] \| Non-Voting Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares)	45,198,702

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Segments, Geographical Areas [Abstract]
Revenues	$ 327,686	$ 354,726
Israel [Member]
Segments, Geographical Areas [Abstract]
Revenues	57,626	50,694
United States [Member]
Segments, Geographical Areas [Abstract]
Revenues	112,904	134,686
Germany [Member]
Segments, Geographical Areas [Abstract]
Revenues	30,775	38,392
United Kingdom [Member]
Segments, Geographical Areas [Abstract]
Revenues	17,711	18,544
Rest of the World [Member]
Segments, Geographical Areas [Abstract]
Revenues	$ 108,670	$ 112,410

- 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
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Denominator: [Abstract]
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, basic (in shares)	333,424,276	247,378,428
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, diluted (in shares)	333,424,276	260,036,934
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ 0.02
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ 0.01
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	71,054,709	26,696,680
Non-Voting Ordinary Shares [Member]
Numerator: [Abstract]
Net income (loss) attributable to Ordinary shareholders, basic	$ (3,443)	$ 0
Net income (loss) attributable to Ordinary shareholders, diluted	$ (3,443)	$ 0
Denominator: [Abstract]
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, basic (in shares)	36,661,169	0
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, diluted (in shares)	36,661,169	0
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ 0
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ 0
Ordinary Shares [Member]
Numerator: [Abstract]
Net income (loss) attributable to Ordinary shareholders, basic	$ (27,870)	$ 3,888
Net income (loss) attributable to Ordinary shareholders, diluted	$ (27,870)	$ 3,888
Denominator: [Abstract]
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, basic (in shares)	296,763,107	247,378,428
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary shareholders, diluted (in shares)	296,763,107	260,036,934
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ 0.02
Net income (loss) per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ 0.01
Warrants [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	12,349,990	12,349,990
RSUs [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	28,550,688	10,645,660
Outstanding Share Options [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	28,449,625	20,000
Issuable Ordinary Shares Related to Business Combination Under Holdback Arrangement [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	1,704,406	3,681,030