0001140361-24-024776 | 10-Q | XBRL Viewer

^[1]

$ 414,008

$ 327,686

Israel [Member]

31,465

45,498

United States [Member]

193,362

114,775

Germany [Member]

35,697

31,375

United Kingdom [Member]

Rest of the World [Member]

20,074

17,948

$ 133,410

$ 118,090

[1]	Includes revenues from related party of $52,124 and $7,114, for the three months ended March 31, 2024 and 2023, respectively.

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.

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INCOME TAXES

3 Months Ended

Mar. 31, 2024

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 (19.0%) and 2.0% for the three months ended March 31, 2024 and 2023, respectively. The negative effective tax rate for the three months ended March 31, 2024, results primarily from valuation allowance as well as, tax expenses in foreign jurisdictions, partially offset by tax benefits associated with acquired intangible assets mainly in the US.

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

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Summary of Available-for-Sale Marketable Securities

INCOME TAXES (Details)	3 Months Ended
INCOME TAXES (Details)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Rate [Abstract]
Effective tax rate	(19.00%)	2.00%

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Denominator: [Abstract]
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares)	345,502,643	333,424,276
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares)	345,502,643	333,424,276
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.08)	$ (0.09)
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.08)	$ (0.09)
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	61,892,850	71,054,709
Non-Voting Ordinary Shares [Member]
Numerator: [Abstract]
Net loss attributable to Ordinary shareholders, basic	$ (3,422)	$ (3,443)
Net loss attributable to Ordinary shareholders, diluted	$ (3,422)	$ (3,443)
Denominator: [Abstract]
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares)	45,198,702	36,661,169
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares)	45,198,702	36,661,169
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.08)	$ (0.09)
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.08)	$ (0.09)
Ordinary Shares [Member]
Numerator: [Abstract]
Net loss attributable to Ordinary shareholders, basic	$ (22,736)	$ (27,870)
Net loss attributable to Ordinary shareholders, diluted	$ (22,736)	$ (27,870)
Denominator: [Abstract]
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares)	300,303,941	296,763,107
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares)	300,303,941	296,763,107
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.08)	$ (0.09)
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.08)	$ (0.09)
Warrants [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	12,349,990	12,349,990
RSUs [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	26,734,790	28,550,688
Outstanding Share Options [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	21,839,078	28,449,625
Issuable Ordinary Shares Related to Business Combination Under Holdback Arrangement [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	968,992	1,704,406

SHORT-TERM INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2024

SHORT-TERM INVESTMENTS [Abstract]

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

	March 31, 2024
	Unaudited
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Corporate debt securities	$	1,499	$	—	$	(6	)	$	1,493
Commercial paper		993		—		(1	)		992
Total	$	2,492	$	—	$	(7	)	$	2,485

	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Corporate debt securities	$	3,654	$	—	$	(3	)	$	3,651
Commercial paper		2,077		—		(3	)		2,074
Total	$	5,731	$	—	$	(6	)	$	5,725

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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Revenue by Geographic Area Based on Advertisers' Billing Address

GENERAL (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 17, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 30, 2022
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
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
Issuance expenses	$ 1,388
Amortization expenses of commercial agreement asset		$ 0	$ 0
Non-Voting Ordinary Shares [Member]
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
Authorized share capital (in shares)		46,000,000		46,000,000
Issuance of shares (in shares)	45,198,702
Ordinary Shares [Member]
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
Issuance of shares (in shares)	39,525,691		39,525,691
Ordinary Shares [Member] \| Non-Voting Ordinary Shares [Member]
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
Issuance of shares (in shares)	45,198,702		45,198,702

GEOGRAPHIC INFORMATION (Tables)

3 Months Ended

Mar. 31, 2024

GEOGRAPHIC INFORMATION [Abstract]

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

	Three months ended March 31,
	2024		2023
	Unaudited
Israel	$	31,465	$	45,498
United States		193,362		114,775
Germany		35,697		31,375
United Kingdom		20,074		17,948
Rest of the world		133,410		118,090
Total	$	414,008	$	327,686

SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	$ 2,492	$ 5,731
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(7)	(6)
Fair Value	2,485	5,725
Corporate Debt Securities [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	1,499	3,654
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(6)	(3)
Fair Value	1,493	3,651
Commercial Paper [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	993	2,077
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(1)	(3)
Fair Value	$ 992	$ 2,074

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

3 Months Ended

Mar. 31, 2024

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

Share Buyback Program

The Company’s board of directors authorized a share buyback program of the Company’s outstanding Ordinary shares, which commenced in June 2023 and does not have an expiration date (the “Buyback Program”). In 2023, the Company’s board of directors authorized up to $80,000 of buybacks under the Buyback Program. In February 2024, the Company’s board of directors authorized up to $100,000 for use under the Buyback Program, including any remaining authority from the 2023 board of directors authorization, subject to satisfying required conditions under the Israeli Companies Law and the Companies Regulations (Reliefs for Corporations, Which Securities Are Listed on Foreign Stock Exchanges) 2000. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans, at the discretion of the Company’s management and as permitted by securities laws and other legal requirements. The Buyback Program does not obligate the Company to repurchase any specific number of shares and the number of shares repurchased may depend upon market and economic conditions and other factors. The Buyback Program may be discontinued, modified or suspended at any time.

During the three months ended March 31, 2024, the Company repurchased 6,223,171 Ordinary shares at an average price of $4.44 per share (excluding broker and transaction fees of $156). As of March 31, 2024, the Company had remaining authorization under the Buyback Program to repurchase Ordinary shares up to an aggregate amount of $92,131, subject to satisfying required conditions under the Companies Law and Companies Regulations.

As of March 31, 2024, the Company repurchased an additional 181,585 Ordinary shares, not yet settled, in the amount of $800.

Share Incentive Plans

In addition to the Buyback Program detailed above, the Company utilizes a net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees (the “Net Issuances”). In April 2024, subsequent to the balance sheet date, the Company satisfied the required conditions, as set forth in the Israeli Companies Law and the Companies Regulations, to conduct future repurchases of its Ordinary shares under the Buyback Program and Net Issuances in an aggregate amount up to $100,000, which amount was partly utilized under our previous Israeli court authorization. The Company’s board of directors have the authority to determine the amount to be utilized for Net Issuances and Ordinary share repurchases.

For the three months ended March 31, 2024 and 2023, 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 $709 and $791, 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, 2024 (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, 2024		29,291,285		$	3.35		5.27	$	57,118
Exercised		(1,312,222	)		1.81		—		3,260
Forfeited		(338,892	)		2.77		—		—
Balance as of March 31, 2024 (unaudited)		27,640,171		$	3.43		5.26	$	55,360
Exercisable as of March 31, 2024 (unaudited)		23,742,117		$	2.93		4.96	$	51,989

During the three months ended March 31, 2024, the Company did not grant options.

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.

As of March 31, 2024, unrecognized share-based compensation cost related to unvested share options was $11,227, which is expected to be recognized over a weighted-average period of 1.3 years.

The following is a summary of the RSU activity and related information for the three months ended March 31, 2024:

	Outstanding Restricted Shares Unit			Weighted Average Grant Date Fair Value

Balance as of January 1, 2024		23,479,308		$	5.13
Granted		12,783,639			4.74
Vested (*)		(2,072,234	)		5.48
Forfeited		(388,211	)		4.99
Balance as of March 31, 2024 (unaudited)		33,802,502		$	4.96

(*) 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, 2024, a total of 152,349 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 152,347 shares.

The total release date fair value of RSUs was $9,722, during the three months ended March 31, 2024.

As of March 31, 2024, unrecognized share-based compensation cost related to unvested RSUs was $146,030, which is expected to be recognized over a weighted-average period of 2.9 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, 2024 and 2023, was comprised as follows:

	Three months ended March 31,
	2024		2023
	Unaudited
Cost of revenues	$	1,011	$	1,044
Research and development		6,378		5,844
Sales and marketing		4,323		4,285
General and administrative		4,689		4,909
Total share-based compensation expense	$	16,401	$	16,082

CONSOLIDATED INTERIM STATEMENTS OF LOSS - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

CONSOLIDATED INTERIM STATEMENTS OF LOSS [Abstract]

General and administrative

^[1]

$ 414,008

$ 327,686

Cost of revenues:

Traffic acquisition cost

^[2]

275,120

211,946

Other cost of revenues

29,935

26,148

Total cost of revenues

305,055

238,094

Gross profit

108,953

89,592

Operating expenses:

Research and development

36,249

31,985

Sales and marketing

67,608

60,569

23,329

25,836

Total operating expenses

127,186

118,390

Operating loss

(18,233)

(28,798)

Finance expenses, net

(3,638)

(3,154)

Loss before income taxes

(21,871)

(31,952)

Income tax benefit (expenses)

(4,287)

639

Net loss

$ (26,158)

$ (31,313)

Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)

$ (0.08)

$ (0.09)

Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)

$ (0.08)

$ (0.09)

Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in shares)

345,502,643

333,424,276

Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in shares)

345,502,643

333,424,276

[1]	Includes revenues from related party of $52,124 and $7,114, for the three months ended March 31, 2024 and 2023, respectively.
[2]	Includes traffic acquisition cost to related party of $73,611 and $0, for the three months ended March 31, 2024 and 2023, respectively.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Derivative Instrument [Abstract]
Derivative notional amount	$ 0	$ 39,347
Prepaid Expenses and Other Current Assets [Member]
Derivative Instrument [Abstract]
Fair value of cash flow hedging instruments recorded as assets	$ 172	$ 948

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

3 Months Ended

Mar. 31, 2024

USD ($)

$ / shares

Outstanding Restricted Share Unit [Roll Forward]

Outstanding, beginning of period (in shares)

23,479,308

Granted (in shares)

12,783,639

Vested (in shares)

(2,072,234)

^[1]

Forfeited (in shares)

(388,211)

Outstanding, end of period (in shares)

33,802,502

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

152,349

Net issuance of shares (in shares)

152,347

Fair value of RSUs | $

$ 9,722

Unrecognized share based compensation cost related to unvested RSUs | $

$ 146,030

Weighted-average period to be recognized

2 years 10 months 24 days

Weighted-Average Grant Date Fair Value Per Share [Roll Forward]

Outstanding, beginning of period (in dollars per share) | $ / shares

$ 5.13

Granted (in dollars per share) | $ / shares

4.74

Vested (in dollars per share) | $ / shares

5.48

Forfeited (in dollars per share) | $ / shares

4.99

Outstanding, end of period (in dollars per share) | $ / shares

$ 4.96

[1]	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, 2024, a total of 152,349 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 152,347 shares.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2024

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 contracts and put and call options 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, 2024 and December 31, 2023, the notional amounts of the Company’s derivative instruments designated as cash flow hedging instruments outstanding in U.S. dollars amounted to $0 and $39,347, respectively.

Gross notional amounts do not quantify risk or represent assets or liabilities of the Company but are used in the calculation of settlements under the contracts.

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 assets were $172 and $948, as of March 31, 2024 and December 31, 2023, respectively, which were recorded in prepaid expenses and other current assets in the consolidated interim balance sheet.

The gains (losses) related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three months ended March 31, 2024 and 2023, were as follows:

	Three months ended March 31,
	2024		2023
	Unaudited
Cost of revenues	$	15	$	(28	)
Research and development		174		(315	)
Sales and marketing		43		(56	)
General and administrative		35		(49	)
Total gains (losses) recognized in the consolidated statements of loss, net	$	267	$	(448	)

Effect of Foreign Currency Contracts on Accumulated Other Comprehensive Income (Loss)

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

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

	Three months ended March 31,
	2024			2023
	Unaudited
Unrealized gains (losses) on derivative instruments at the beginning of the period	$	948		$	(313	)
Changes in fair value of derivative instruments		(509	)		(1,104	)
Reclassification of losses (gains) recognized in the consolidated interim statements of loss from accumulated other comprehensive income (loss)		(267	)		448
Unrealized gains (losses) on derivative instruments at the end of the period (unaudited)	$	172		$	(969	)

All net deferred gains (losses) in accumulated other comprehensive income (loss) as of March 31, 2024, 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.

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ (4,082)	$ (4,253)
Level 1 [Member] \| Money Market Funds [Member]
Assets [Abstract]
Cash equivalents	75,666	72,510
Level 2 [Member] \| Corporate Debt Securities [Member]
Assets [Abstract]
Short-term investments	1,493	3,651
Level 2 [Member] \| Commercial Paper [Member]
Assets [Abstract]
Short-term investments	992	2,074
Level 2 [Member] \| Derivative Instruments Asset [Member]
Assets [Abstract]
Derivative instruments designated as cash flow hedging instruments	172	948
Level 3 [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ (2,086)	$ (1,876)

CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Ordinary Shares [Member]	Ordinary Shares [Member] Non-Voting Ordinary Shares [Member]	Treasury Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
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
Connexity issuance of Holdback							0
Connexity issuance of Holdback (in shares)	581,400
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)
Other comprehensive loss						(329)	(329)
Net 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
Beginning balance at Dec. 31, 2023	$ 0	$ 0	$ (55,513)	1,262,093	(150,460)	942	1,057,062
Beginning balance (in shares) at Dec. 31, 2023	295,670,620	45,198,702
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses				17,007			17,007
Repurchase of Ordinary shares			$ (27,758)				(27,758)
Repurchase of Ordinary shares (in shares)			(6,223,171)
Exercise of options and vested RSUs				2,324			2,324
Exercise of options and vested RSUs (in shares)	3,384,456
Connexity issuance of Holdback							0
Connexity issuance of Holdback (in shares)	581,400
Payments of tax withholding for share-based compensation				(709)			(709)
Other comprehensive loss						(777)	(777)
Net loss					(26,158)		(26,158)
Ending balance at Mar. 31, 2024	$ 0	$ 0	$ (83,271)	$ 1,280,715	$ (176,618)	$ 165	$ 1,020,991
Ending balance (in shares) at Mar. 31, 2024	293,413,305	45,198,702

FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands	3 Months Ended
FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Aug. 09, 2022	Sep. 01, 2021
Debt Instruments [Abstract]
Interest expenses recognized with the long-term loan	$ 3,941	$ 5,473
Revolving Credit Agreement [Member]
Debt Instruments [Abstract]
Long term debt	0
Deferred financing costs	$ 830	893
Long-term loan term	5 years
Deferred financing costs amortization	$ 63	$ 62
Revolving Credit Agreement [Member] \| Maximum [Member]
Debt Instruments [Abstract]
Aggregate committed principal amount			$ 90,000
Credit Agreement [Member]
Debt Instruments [Abstract]
Senior secured term loan credit agreement				$ 300,000
Issuance expenses	$ 11,250
Long-term loan maturity	7 years
Facility amortization rate	1.00%
Frequency of periodic payment	quarterly
Long term debt	$ 152,735

GEOGRAPHIC INFORMATION

3 Months Ended

Mar. 31, 2024

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,
	2024		2023
	Unaudited
Israel	$	31,465	$	45,498
United States		193,362		114,775
Germany		35,697		31,375
United Kingdom		20,074		17,948
Rest of the world		133,410		118,090
Total	$	414,008	$	327,686

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2024

Definite-Lived Intangible Assets

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

March 31, 2024	Gross Fair Value		Accumulated Amortization			Net Book Value
Merchant/Network affiliate relationships	$	146,547	$	(84,129	)	$	62,418
Technology		74,193		(46,412	)		27,781
Publisher relationships		42,933		(27,728	)		15,205
Tradenames		24,097		(20,752	)		3,345
Customer relationship		13,146		(12,572	)		574
Total (unaudited)	$	300,916	$	(191,593	)	$	109,323

December 31, 2023	Gross Fair Value		Accumulated Amortization			Net Book Value
Merchant/Network affiliate relationships	$	146,547	$	(75,987	)	$	70,560
Technology		74,193		(43,535	)		30,658
Publisher relationships		42,933		(25,044	)		17,889
Tradenames		24,097		(18,739	)		5,358
Customer relationships		13,146		(12,353	)		793
Total	$	300,916	$	(175,658	)	$	125,258

Estimated Future Amortization Expense of Other Intangible Assets

The estimated future amortization expense of definite-lived intangible assets as of March 31, 2024, is as follows (unaudited):

Year Ending December 31,
2024 (Remainder)	$	44,583
2025		51,407
2026		13,244
2027		89
Total	$	109,323

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

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, 2024, the Company had outstanding non-cancelable purchase obligations in the amount of $30,590.

Legal Proceedings

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 records 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.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Change in operating assets and liabilities:
Increase in related party trade receivables	$ 29,694	$ 617
Decrease (increase) in related party trade receivables	$ 22,480	$ (4,628)

GOODWILL AND INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2024

GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

NOTE 7:-

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

There was no impairment or additions to goodwill during the three months ended March 31, 2024.

Intangible Assets, Net

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

March 31, 2024	Gross Fair Value		Accumulated Amortization			Net Book Value
Merchant/Network affiliate relationships	$	146,547	$	(84,129	)	$	62,418
Technology		74,193		(46,412	)		27,781
Publisher relationships		42,933		(27,728	)		15,205
Tradenames		24,097		(20,752	)		3,345
Customer relationship		13,146		(12,572	)		574
Total (unaudited)	$	300,916	$	(191,593	)	$	109,323

December 31, 2023	Gross Fair Value		Accumulated Amortization			Net Book Value
Merchant/Network affiliate relationships	$	146,547	$	(75,987	)	$	70,560
Technology		74,193		(43,535	)		30,658
Publisher relationships		42,933		(25,044	)		17,889
Tradenames		24,097		(18,739	)		5,358
Customer relationships		13,146		(12,353	)		793
Total	$	300,916	$	(175,658	)	$	125,258

Amortization expenses for intangible assets were $15,935 and $15,969, for the three months ended March 31, 2024 and 2023, respectively.

The estimated future amortization expense of definite-lived intangible assets as of March 31, 2024, is as follows (unaudited):

Year Ending December 31,
2024 (Remainder)	$	44,583
2025		51,407
2026		13,244
2027		89
Total	$	109,323

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

3 Months Ended

Mar. 31, 2024

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

NOTE 14:-

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

	Three months ended March 31,
	2024						2023
	Ordinary shares			Non-voting Ordinary shares			Ordinary shares			Non-voting Ordinary shares
	Unaudited

Numerator:
Net loss attributable to Ordinary shareholders, basic and diluted	$	(22,736	)	$	(3,422	)	$	(27,870	)	$	(3,443	)

Denominator:
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic and diluted		300,303,941			45,198,702			296,763,107			36,661,169

Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted	$	(0.08	)	$	(0.08	)	$	(0.09	)	$	(0.09	)

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

	Three months ended March 31,
	2024		2023
	Unaudited
Warrants		12,349,990		12,349,990
RSUs		26,734,790		28,550,688
Outstanding share options		21,839,078		28,449,625
Issuable Ordinary shares related to Business Combination under holdback arrangement		968,992		1,704,406
Total		61,892,850		71,054,709

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Non-cancelable Purchase Obligations [Abstract]
Purchase obligation	$ 30,590
Minimum [Member]
Commercial Commitments [Abstract]
Period of contract	2 years
Maximum [Member]
Commercial Commitments [Abstract]
Period of contract	5 years

CASH AND CASH EQUIVALENTS

3 Months Ended

Mar. 31, 2024

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,
	2024		2023
	Unaudited
Cash	$	97,730	$	99,811
Money market funds		75,666		72,510
Time deposits		5,138		3,787
Total Cash and cash equivalents	$	178,534	$	176,108

GOODWILL AND INTANGIBLE ASSETS, NET, Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]
Impairment to goodwill	$ 0
Additions to goodwill	$ 0

RELATED PARTY TRANSACTIONS (Details)
$ in Thousands

3 Months Ended

Jan. 17, 2023

Mar. 31, 2024

USD ($)

Respresentative

Mar. 31, 2023

USD ($)

Dec. 31, 2023

USD ($)

Expenses from transaction

^[1]

$ 414,008

$ 327,686

Traffic acquisition cost

^[2]

275,120

211,946

Trade receivable balance

^[3]

284,239

$ 306,307

Trade payable balance

^[4]

279,373

$ 282,012

$ 127,186

$ 118,390

Non-Voting Ordinary Shares [Member]

45,198,702

Ordinary Shares [Member]

Ordinary Shares [Member] | Non-Voting Ordinary Shares [Member]

39,525,691

Related Party [Member] | Yahoo [Member]

45,198,702

Number of representatives that can be appointed to Board of Directors | Respresentative

Expenses from transaction

$ 52,124

$ 7,114

Traffic acquisition cost

73,611

Trade receivable balance

41,992

Trade payable balance

61,137

$ 522

$ 0

45,198,702

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]

39,525,691

[1]	Includes revenues from related party of $52,124 and $7,114, for the three months ended March 31, 2024 and 2023, respectively.
[2]	Includes traffic acquisition cost to related party of $73,611 and $0, for the three months ended March 31, 2024 and 2023, respectively.
[3]	Includes related party trade receivables of $41,992 and of $12,297, as of March 31, 2024 and December 31, 2023, respectively.
[4]	Includes related party trade payables of $61,137 and $38,657, as of March 31, 2024 and December 31, 2023, respectively.

FAIR VALUE MEASUREMENTS, Key Inputs to Warrants (Details)	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Private Warrants [Member] \| Risk Free Interest Rate [Member] \| Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0444	0.0404
Private Warrants [Member] \| Risk Free Interest Rate [Member] \| Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.047	0.0428
Private Warrants [Member] \| Expected Term [Member] \| Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	1 year 6 months	1 year 9 months
Private Warrants [Member] \| Expected Term [Member] \| Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	2 years 3 months	2 years 6 months
Private Warrants [Member] \| Expected Volatility [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.691
Private Warrants [Member] \| Expected Volatility [Member] \| Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input		0.611
Private Warrants [Member] \| Expected Volatility [Member] \| Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input		0.639
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 Share Price [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	4.44	4.33
Certain Private Warrants [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	5 years

GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Estimated Future Amortization Expense of Other Intangible Assets [Abstract]
2024 (Remainder)	$ 44,583
2025	51,407
2026	13,244
2027	89
Net book value	$ 109,323	$ 125,258

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2024

Gains (Losses) Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Loss

The gains (losses) related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three months ended March 31, 2024 and 2023, were as follows:

	Three months ended March 31,
	2024		2023
	Unaudited
Cost of revenues	$	15	$	(28	)
Research and development		174		(315	)
Sales and marketing		43		(56	)
General and administrative		35		(49	)
Total gains (losses) recognized in the consolidated statements of loss, net	$	267	$	(448	)

Changes in Unrealized Gains (Losses) on Derivative Instruments Recorded in Accumulated Other Comprehensive Income (Loss)

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

	Three months ended March 31,
	2024			2023
	Unaudited
Unrealized gains (losses) on derivative instruments at the beginning of the period	$	948		$	(313	)
Changes in fair value of derivative instruments		(509	)		(1,104	)
Reclassification of losses (gains) recognized in the consolidated interim statements of loss from accumulated other comprehensive income (loss)		(267	)		448
Unrealized gains (losses) on derivative instruments at the end of the period (unaudited)	$	172		$	(969	)

INSIDER TRADING ARRANGEMENTS	3 Months Ended
INSIDER TRADING ARRANGEMENTS	Mar. 31, 2024 shares
Eldad Maniv [Member]
Trading Arrangements, by Individual [Table]
Material Terms of Trading Arrangement	On March 12, 2024 the trustee on behalf of a family trust established by Eldad Maniv, President and Chief Operating Officer, adopted a 10b5-1 trading plan providing for the potential sale of up to 2,000,000 Ordinary shares of the Company. The duration of the plan is until the earlier of December 13, 2024 or the completion of all transactions subject to the plan.
Trading Arrangement, Individual Name	Eldad Maniv
Trading Arrangement, Individual Title	President and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted [Flag]	true
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Trading Arrangement Adoption Date	March 12, 2024
Trading Arrangement Duration	276 days
Trading Arrangement, Securities Aggregate Available Amount	2,000,000
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Kristy Sundjaja [Member]
Trading Arrangements, by Individual [Table]
Material Terms of Trading Arrangement	On March 14, 2024 Kristy Sundjaja, Chief People Officer, adopted a 10b5-1 trading plan providing for the potential sale of up to 120,000 Ordinary shares of the Company. The duration of the plan is until the earlier of July 31, 2025 or the completion of all transactions subject to the plan.
Trading Arrangement, Individual Name	Kristy Sundjaja
Trading Arrangement, Individual Title	Chief People Officer
Rule 10b5-1 Arrangement Adopted [Flag]	true
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Trading Arrangement Adoption Date	March 14, 2024
Trading Arrangement Duration	504 days
Trading Arrangement, Securities Aggregate Available Amount	120,000
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 12:-

RELATED PARTY 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).

The Company and its affiliates are parties to several agreements in the ordinary course of business with Yahoo and its affiliates. Revenues from the related party are derived from Yahoo’s advertiser spend on our network, for which Yahoo is the billing entity. Traffic acquisition cost to the related party is compensation for placing Taboola’s platform on Yahoo’s digital property. In connection with these agreements, for the three months ended March 31, 2024 and 2023, the Company recorded revenues from Yahoo in the amount of $52,124 and $7,114, respectively. In addition, the Company recorded traffic acquisition costs related to Yahoo for the three months ended March 31, 2024 and 2023, in the amount of $73,611 and $0, respectively. Certain traffic acquisition costs for the three months ended March 31, 2024, noted herein, are unaffiliated with the Yahoo revenues recognized during the three months ended March 31, 2024.

As of March 31, 2024, in regards to Yahoo, the Company’s balances of trade receivables were $41,992, and its balances of trade payables were $61,137, associated with the revenues presented on both a gross and net basis.

The Company and Yahoo, pursuant to the Omnibus Agreement entered into on November 28, 2022, each agreed to pay certain expenses in connection with the transaction and each party agreed to reimburse the other for some or all of these expenses. Under these arrangements, the Company recognized expenses of $522 and $0, net during the three months ended March 31, 2024 and 2023, respectively.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 2
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2024

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 during the three months ended March 31, 2024.

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of March 31, 2024 and December 31, 2023, by level within the fair value hierarchy:

		Fair value measurements as of
Description	Fair Value Hierarchy	March 31, 2024			December 31, 2023
		Unaudited
Assets:
Cash equivalents:
Money market funds	Level 1	$	75,666		$	72,510
Short-term investments:
Corporate debt securities	Level 2	$	1,493		$	3,651
Commercial paper	Level 2	$	992		$	2,074
Derivative instruments asset:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	172		$	948

Liabilities:
Warrants liability:
Public Warrants	Level 1	$	(4,082	)	$	(4,253	)
Private Warrants	Level 3	$	(2,086	)	$	(1,876	)

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

The Company classifies its short-term investments and derivative 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, 2024			December 31, 2023
Risk-free interest rate		4.44% - 4.70	%		4.04% - 4.28	%
Expected term (years)		1.50 - 2.25			1.75 - 2.50
Expected volatility		69.1	%		61.1% - 63.9	%
Exercise price	$	11.50		$	11.50
Underlying share price	$	4.44		$	4.33

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

●

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

●

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

●

The expected volatility is based on the Company’s share price volatility. For periods prior January 1, 2024, 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, as the Company did not have sufficient trading history.

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, 2023	$	1,876		$	4,253		$	6,129
Change from private to public holdings		(21	)		21			—
Change in fair value		231			(192	)		39
Fair value as of March 31, 2024 (unaudited)	$	2,086		$	4,082		$	6,168

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]

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

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, 2024	Mar. 31, 2023
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Interim Statements of Loss [Abstract]
Total gains (losses) recognized in the consolidated statements of loss, net	$ 267	$ (448)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)
Cost of Revenues [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Interim Statements of Loss [Abstract]
Total gains (losses) recognized in the consolidated statements of loss, net	$ 15	$ (28)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue
Research and Development [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Interim Statements of Loss [Abstract]
Total gains (losses) recognized in the consolidated statements of loss, net	$ 174	$ (315)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Research and Development Expense	Research and Development Expense
Sales and Marketing [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Interim Statements of Loss [Abstract]
Total gains (losses) recognized in the consolidated statements of loss, net	$ 43	$ (56)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Sales and marketing	Sales and marketing
General and Administrative [Member]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Interim Statements of Loss [Abstract]
Total gains (losses) recognized in the consolidated statements of loss, net	$ 35	$ (49)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	General and administrative	General and administrative

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables)

3 Months Ended

Mar. 31, 2024

Computation of Basic and Diluted Net Loss Per Share

	Three months ended March 31,
	2024						2023
	Ordinary shares			Non-voting Ordinary shares			Ordinary shares			Non-voting Ordinary shares
	Unaudited

Numerator:
Net loss attributable to Ordinary shareholders, basic and diluted	$	(22,736	)	$	(3,422	)	$	(27,870	)	$	(3,443	)

Denominator:
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic and diluted		300,303,941			45,198,702			296,763,107			36,661,169

Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted	$	(0.08	)	$	(0.08	)	$	(0.09	)	$	(0.09	)

Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share

	Three months ended March 31,
	2024		2023
	Unaudited
Warrants		12,349,990		12,349,990
RSUs		26,734,790		28,550,688
Outstanding share options		21,839,078		28,449,625
Issuable Ordinary shares related to Business Combination under holdback arrangement		968,992		1,704,406
Total		61,892,850		71,054,709

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Cash flows from operating activities

Net loss

$ (26,158)

$ (31,313)

Adjustments to reconcile net loss to net cash flows provided by operating activities:

Depreciation and amortization

25,321

22,601

Share-based compensation expenses

16,401

16,082

Net gain from financing expenses

(408)

(328)

Revaluation of the Warrants liability

(1,676)

Amortization of loan and credit facility issuance costs

354

500

Amortization of premium and accretion of discount on short-term investments, net

142

(281)

Change in operating assets and liabilities:

Decrease in trade receivables, net

^[1]

22,068

44,362

Decrease in prepaid expenses and other current assets and long-term prepaid expenses

9,199

721

Decrease in trade payables

^[2]

(8,262)

(22,807)

Decrease in accrued expenses and other current liabilities and other long-term liabilities

(1,476)

(13,439)

Increase (decrease) in deferred taxes, net

(3,685)

2,790

Change in operating lease right of use assets

4,453

4,151

Change in operating lease liabilities

(5,593)

(3,839)

Net cash provided by operating activities

32,395

17,524

Cash flows from investing activities

Purchase of property and equipment, including capitalized internal-use software

(5,589)

(6,350)

Proceeds from business acquisition holdback liability

719

Investments in restricted deposits

(280)

Proceeds from maturities of short-term investments

3,265

41,940

Net cash provided by (used in) investing activities

(1,605)

35,310

Cash flows from financing activities

Issuance costs

(456)

Exercise of options and vested RSUs

1,809

1,335

Payment of tax withholding for share-based compensation expenses

(709)

(791)

Repurchase of Ordinary shares

(27,758)

Payments on account of repurchase of Ordinary shares

(1,658)

Repayment of long-term loan

(750)

Net cash used in financing activities

(28,772)

(206)

Exchange rate differences on balances of cash and cash equivalents

408

328

Increase in cash and cash equivalents

2,426

52,956

Cash and cash equivalents - at the beginning of the period

176,108

165,893

Cash and cash equivalents - at end of the period

178,534

218,849

Cash paid during the year for:

Income taxes

3,243

4,258

Interest

3,610

5,067

Non-cash investing and financing activities:

Purchase of property and equipment, including capitalized internal-use software

4,262

Share-based compensation included in capitalized internal-use software

606

652

Creation of operating lease right-of-use assets

$ 12

$ 5,045

[1]	Includes an increase in related party trade receivables of $29,694 and $617, for the three months ended March 31, 2024 and 2023, respectively.
[2]	Includes an increase (decrease) in related party trade payables of $(22,480) and $4,628, for the three months ended March 31, 2024 and 2023, respectively.

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

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, 2023, 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, 2023, filed with the SEC on February 28, 2024.

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, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024, 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, 2024, the impacts to the Company’s business due to geopolitical developments, such as the wars in Israel and Ukraine and other active or possible hostilities, 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.

Concentrations of Credit Risk

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

As of March 31, 2024, the Company had a single customer representing 14.8% of the trade receivables balance. For the three months ended March 31, 2024, the same customer accounted for 12.6% of total revenues (see Note 12).

As of December 31, 2023, no single customer represented 10% or more of trade receivables. No single customer accounted for more than 10% of total revenue for the three months ended March 31, 2023.

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, 2023, as filed with the SEC on February 28,2024. There have been no significant changes to these policies during the three months ended March 31, 2024, except as noted below.

Reclassification

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

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures, which expands the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. This ASU is effective for the fiscal years beginning after December 15, 2024. Early adoption permitted. The Company does not expect the adoption of this guidance will have a significant impact on its consolidated financial statement and related disclosures and will adopt the guidance effective January 1, 2025.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands the annual and interim disclosure requirements for public company reportable segments, primarily through enhanced information about the significant expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Net loss	$ (26,158)	$ (31,313)
Other comprehensive loss:
Unrealized gains (losses) on available-for-sale marketable securities, net	(1)	327
Unrealized losses on derivative instruments, net	(776)	(656)
Other comprehensive loss	(777)	(329)
Comprehensive loss	$ (26,935)	$ (31,642)

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
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CASH AND CASH EQUIVALENTS [Abstract]

CASH AND CASH EQUIVALENTS (Tables)

3 Months Ended

Mar. 31, 2024

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,
	2024		2023
	Unaudited
Cash	$	97,730	$	99,811
Money market funds		75,666		72,510
Time deposits		5,138		3,787
Total Cash and cash equivalents	$	178,534	$	176,108

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2024

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, 2024 and December 31, 2023, by level within the fair value hierarchy:

		Fair value measurements as of
Description	Fair Value Hierarchy	March 31, 2024			December 31, 2023
		Unaudited
Assets:
Cash equivalents:
Money market funds	Level 1	$	75,666		$	72,510
Short-term investments:
Corporate debt securities	Level 2	$	1,493		$	3,651
Commercial paper	Level 2	$	992		$	2,074
Derivative instruments asset:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	172		$	948

Liabilities:
Warrants liability:
Public Warrants	Level 1	$	(4,082	)	$	(4,253	)
Private Warrants	Level 3	$	(2,086	)	$	(1,876	)

Key Inputs into Black-Scholes Model

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

Input	March 31, 2024			December 31, 2023
Risk-free interest rate		4.44% - 4.70	%		4.04% - 4.28	%
Expected term (years)		1.50 - 2.25			1.75 - 2.50
Expected volatility		69.1	%		61.1% - 63.9	%
Exercise price	$	11.50		$	11.50
Underlying share price	$	4.44		$	4.33

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, 2023	$	1,876		$	4,253		$	6,129
Change from private to public holdings		(21	)		21			—
Change in fair value		231			(192	)		39
Fair value as of March 31, 2024 (unaudited)	$	2,086		$	4,082		$	6,168

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Breakdown of Cash and Cash Equivalents [Abstract]
Cash	$ 97,730	$ 99,811
Money market funds	75,666	72,510
Time deposits	5,138	3,787
Total Cash and cash equivalents	$ 178,534	$ 176,108

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrants Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Warrants [Member]
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value, beginning balance	$ 6,129
Change from private to public holdings	0
Change in fair value	39
Fair value, ending balance	6,168
Private Warrants [Member]
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value, beginning balance	1,876
Change from private to public holdings	(21)
Change in fair value	231
Fair value, ending balance	2,086
Public Warrants [Member]
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value, beginning balance	4,253
Change from private to public holdings	21
Change in fair value	(192)
Fair value, ending balance	$ 4,082

CONSOLIDATED INTERIM STATEMENTS OF LOSS (Parenthetical) - Related Party [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONSOLIDATED INTERIM STATEMENTS OF LOSS [Abstract]
Revenue	$ 52,124	$ 7,114
Cost of revenues:
Traffic acquisition costs	$ 73,611	$ 0

Amount, including 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.

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables)

3 Months Ended

Mar. 31, 2024

Share Option Activity

The following is a summary of share option activity and related information for the three months ended March 31, 2024 (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, 2024		29,291,285		$	3.35		5.27	$	57,118
Exercised		(1,312,222	)		1.81		—		3,260
Forfeited		(338,892	)		2.77		—		—
Balance as of March 31, 2024 (unaudited)		27,640,171		$	3.43		5.26	$	55,360
Exercisable as of March 31, 2024 (unaudited)		23,742,117		$	2.93		4.96	$	51,989

Summary of RSU activity

The following is a summary of the RSU activity and related information for the three months ended March 31, 2024:

	Outstanding Restricted Shares Unit			Weighted Average Grant Date Fair Value

Balance as of January 1, 2024		23,479,308		$	5.13
Granted		12,783,639			4.74
Vested (*)		(2,072,234	)		5.48
Forfeited		(388,211	)		4.99
Balance as of March 31, 2024 (unaudited)		33,802,502		$	4.96

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, 2024 and 2023, was comprised as follows:

	Three months ended March 31,
	2024		2023
	Unaudited
Cost of revenues	$	1,011	$	1,044
Research and development		6,378		5,844
Sales and marketing		4,323		4,285
General and administrative		4,689		4,909
Total share-based compensation expense	$	16,401	$	16,082

FINANCING ARRANGEMENTS

3 Months Ended

Mar. 31, 2024

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. In accordance with the terms of the Credit Agreement, the Credit Agreement was amended on June 12, 2023, to replace LIBOR with SOFR and accordingly the Facility bears interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin. The Facility will mature on the seventh anniversary of the closing date with the remaining principal amount due at maturity. Due to the Company’s voluntary prepayments, the Company has satisfied in full and has no remaining obligations to make quarterly amortization payments under the Facility at a rate of 1.00% per annum. 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, 2024, the Company was in compliance with the Facility covenants.

As of March 31, 2024, the Company’s outstanding principal amount of debt under the Credit Agreement was $152,735.

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 shares 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 $3,941 and $5,473, for the three months ended March 31, 2024 and 2023, 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 Revolving 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, 2024, the Company was in compliance with the financial covenants and had no outstanding borrowings under the Revolving Credit Agreement.

As of March 31, 2024 and December 31, 2023, deferred financing costs associated with entering into the Revolving Credit Agreement in the total amount of $830 and $893, respectively, were included in short-term and long-term prepaid expenses in the Company’s consolidated balance sheets.

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 $63 and $62, for the three months ended March 31, 2024 and 2023, respectively.

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

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