Taboola.com (TBLA) 10-Q 9 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Jul. 31, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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		301,048,676
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 SH

CONSOLIDATED INTERIM BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 204,595	$ 165,893
Short-term investments	42,256	96,914
Restricted deposits	1,170	750
Trade receivables (net of allowance for credit losses of $9,685 and $6,748 as of June 30, 2023 and December 31, 2022, respectively)	217,437	256,708
Prepaid expenses and other current assets	70,817	73,643
Total current assets	536,275	593,908
NON-CURRENT ASSETS
Long-term prepaid expenses	40,230	42,945
Commercial agreement asset	289,451	0
Restricted deposits	3,974	4,059
Deferred tax assets, net	3,121	3,821
Operating lease right of use assets	64,364	66,846
Property and equipment, net	71,079	73,019
Intangible assets, net	157,215	189,156
Goodwill	555,931	555,869
Total non-current assets	1,185,365	935,715
Total assets	1,721,640	1,529,623
CURRENT LIABILITIES
Trade payables	222,232	247,504
Short-term operating lease liabilities	16,231	14,753
Accrued expenses and other current liabilities	105,234	102,965
Current maturities of long-term loan	3,000	3,000
Total current liabilities	346,697	368,222
LONG-TERM LIABILITIES
Long-term loan, net of current maturities	192,307	223,049
Long-term operating lease liabilities	54,583	57,928
Warrants liability	5,782	6,756
Deferred tax liabilities, net	26,938	34,133
Other long-term liabilities	5,000	5,000
Total long-term liabilities	284,610	326,866
COMMITMENTS AND CONTINGENCIES (Note 11)
SHAREHOLDERS' EQUITY
Ordinary shares	0	0
Treasury Ordinary shares, at cost - 1,442,000 and 0 Ordinary shares as of June 30, 2023 and December 31, 2022, respectively	(4,358)	0
Additional paid-in capital	1,226,572	903,789
Accumulated other comprehensive loss	(834)	(834)
Accumulated deficit	(131,047)	(68,420)
Total shareholders' equity	1,090,333	834,535
Total liabilities and shareholders' equity	1,721,640	1,529,623
Non-Voting Ordinary Shares [Member]
SHAREHOLDERS' EQUITY
Ordinary shares	$ 0	$ 0

CONSOLIDATED INTERIM BALANCE _2

CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Trade receivables, allowance for credit losses	$ 9,685	$ 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)	300,637,035	254,133,863
Ordinary shares, shares outstanding (in shares)	300,637,035	254,133,863
Treasury ordinary shares (in shares)	1,442,000	0
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

CONSOLIDATED INTERIM STATEMENTS OF LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED INTERIM STATEMENTS OF LOSS [Abstract]
Revenues	$ 332,004	$ 342,695	$ 659,690	$ 697,421
Cost of revenues:
Traffic acquisition cost	208,870	199,486	420,816	415,984
Other cost of revenues	26,077	26,848	52,225	53,046
Total cost of revenues	234,947	226,334	473,041	469,030
Gross profit	97,057	116,361	186,649	228,391
Operating expenses:
Research and development	34,001	34,079	65,986	64,491
Sales and marketing	61,198	66,405	121,767	127,773
General and administrative	26,858	25,428	52,694	53,377
Total operating expenses	122,057	125,912	240,447	245,641
Operating loss	(25,000)	(9,551)	(53,798)	(17,250)
Finance income (expenses), net	(3,827)	4,764	(6,981)	15,959
Loss before income taxes benefit (expenses)	(28,827)	(4,787)	(60,779)	(1,291)
Income tax benefit (expenses)	(2,487)	(234)	(1,848)	158
Net loss	$ (31,314)	$ (5,021)	$ (62,627)	$ (1,133)
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ (0.02)	$ (0.18)	$ 0
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ (0.02)	$ (0.18)	$ 0

CONSOLIDATED INTERIM STATEMEN_2

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Net loss	$ (31,314)	$ (5,021)	$ (62,627)	$ (1,133)
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale marketable securities	130	(259)	457	(259)
Unrealized gains (losses) on derivative instruments, net	199	(3,294)	(457)	(3,524)
Other comprehensive income (loss)	329	(3,553)	0	(3,783)
Comprehensive loss	$ (30,985)	$ (8,574)	$ (62,627)	$ (4,916)

CONSOLIDATED INTERIM STATEMEN_3

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 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				41,281			41,281
Exercise of options and vested RSUs				6,089			6,089
Exercise of options and vested RSUs (in shares)	6,648,159
Payments of tax withholding for share-based compensation				(2,185)			(2,185)
Other comprehensive income (loss)						(3,783)	(3,783)
Net loss					(1,133)		(1,133)
Ending balance at Jun. 30, 2022	$ 0			869,201	(57,578)	(3,783)	807,840
Ending balance (in shares) at Jun. 30, 2022	240,679,908
Beginning balance at Mar. 31, 2022	$ 0			846,701	(52,557)	(230)	793,914
Beginning balance (in shares) at Mar. 31, 2022	238,816,867
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses				20,935			20,935
Exercise of options and vested RSUs				1,905			1,905
Exercise of options and vested RSUs (in shares)	1,863,041
Payments of tax withholding for share-based compensation				(340)			(340)
Other comprehensive income (loss)						(3,553)	(3,553)
Net loss					(5,021)		(5,021)
Ending balance at Jun. 30, 2022	$ 0			869,201	(57,578)	(3,783)	807,840
Ending balance (in shares) at Jun. 30, 2022	240,679,908
Beginning balance at Dec. 31, 2022	$ 0	$ 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				33,949			33,949
Repurchase of Ordinary Shares			(4,358)				(4,358)
Repurchase of Ordinary Shares (in shares)	(1,442,000)
Exercise of options and vested RSUs				2,679			2,679
Exercise of options and vested RSUs (in shares)	7,838,081
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				(1,908)			(1,908)
Payments of tax withholding for share-based compensation (in shares)	581,400
Other comprehensive income (loss)						0	0
Net loss					(62,627)		(62,627)
Ending balance at Jun. 30, 2023	$ 0	$ 0	(4,358)	1,226,572	(131,047)	(834)	1,090,333
Ending balance (in shares) at Jun. 30, 2023	300,637,035	45,198,702
Beginning balance at Mar. 31, 2023	$ 0	$ 0	0	1,209,559	(99,733)	(1,163)	1,108,663
Beginning balance (in shares) at Mar. 31, 2023	297,822,375	45,198,702
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses				17,215			17,215
Repurchase of Ordinary Shares			(4,358)				(4,358)
Repurchase of Ordinary Shares (in shares)	(1,442,000)
Exercise of options and vested RSUs				915			915
Exercise of options and vested RSUs (in shares)	4,256,660
Payments of tax withholding for share-based compensation				(1,117)			(1,117)
Other comprehensive income (loss)						329	329
Net loss					(31,314)		(31,314)
Ending balance at Jun. 30, 2023	$ 0	$ 0	$ (4,358)	$ 1,226,572	$ (131,047)	$ (834)	$ 1,090,333
Ending balance (in shares) at Jun. 30, 2023	300,637,035	45,198,702

CONSOLIDATED INTERIM STATEMEN_4

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (62,627)	$ (1,133)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Depreciation and amortization	45,393	45,489
Share-based compensation expenses	32,617	40,261
Net loss from financing expenses	236	4,316
Revaluation of the Warrants liability	(974)	(26,000)
Amortization of loan and credit facility issuance costs	891	715
Amortization of premium and accretion of discount on short-term investments, net	(530)	(137)
Change in operating assets and liabilities:
Decrease in trade receivables, net	39,271	45,616
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses	8,642	(6,350)
Decrease in trade payables	(29,730)	(52,525)
Decrease in accrued expenses and other current liabilities and other long-term liabilities	1,812	(22,946)
Decrease in deferred taxes, net	(6,494)	(12,476)
Change in operating lease right of use assets	8,075	7,639
Change in operating lease liabilities	(7,460)	(12,262)
Net cash provided by operating activities	29,122	10,207
Cash flows from investing activities
Purchase of property and equipment, including capitalized internal-use software	(10,178)	(16,252)
Cash paid in connection with acquisitions, net of cash acquired	0	(620)
Proceeds from (investments in) restricted deposits	(341)	10
Proceeds from sales and maturities of short-term investments	77,636	0
Purchase of short-term investments	(21,991)	(74,855)
Payments of cash in escrow for acquisition of a subsidiary	0	(2,100)
Net cash provided by (used in) investing activities	45,126	(93,817)
Cash flows from financing activities
Exercise of options and vested RSUs	2,456	6,032
Payment of tax withholding for share-based compensation expenses	(1,908)	(2,185)
Repurchase of Ordinary shares	(4,358)	0
Repayment of long-term loan	(31,500)	(1,500)
Net cash provided by (used in) financing activities	(35,310)	2,347
Exchange rate differences on balances of cash and cash equivalents	(236)	(4,316)
Increase (decrease) in cash and cash equivalents	38,702	(85,579)
Cash and cash equivalents - at the beginning of the period	165,893	319,319
Cash and cash equivalents - at end of the period	204,595	233,740
Cash paid during the year for:
Income taxes	6,833	16,162
Interest	9,767	10,373
Non-cash investing and financing activities:
Purchase of property and equipment, including capitalized internal-use software	1,705	7,353
Share-based compensation included in capitalized internal-use software	1,332	1,020
Creation of operating lease right-of-use assets	$ 5,593	$ 3,107

GENERAL

GENERAL	6 Months Ended
	Jun. 30, 2023
GENERAL [Abstract]
GENERAL	NOTE 1:- GENERAL a. Taboola.com Ltd. (together with its subsidiaries, the “Company” or “Taboola”) was incorporated under the laws of the state of Israel on September 3, 2006. Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence-based, algorithmic engine developed 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. b. 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. As part of the Ordinary and Non-voting Ordinary shares issuance, the Company incurred $1,388 issuance expenses. 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 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.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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 June 30, 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 six months ended June 30, 2023, except as noted below. Treasury Ordinary Shares The Company may repurchase its Ordinary shares from time to time in the open market, or in other transactions, and holds such shares as treasury Ordinary shares. The Company presents the cost to repurchase treasury Ordinary shares as a separate component and as a reduction of shareholders’ equity. 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 loss, changes in the shareholders’ equity or cash flows.

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS	6 Months Ended
	Jun. 30, 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: June 30 December 31, 2023 2022 Unaudited Cash $ 112,179 $ 142,127 Money market accounts and funds 88,911 22,583 Time deposits 3,505 1,183 Total Cash and cash equivalents $ 204,595 $ 165,893

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2023. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of June 30, 2023 and December 31, 2022, by level within the fair value hierarchy: Fair value measurements as of Description Fair Value Hierarchy June 30 2023 December 31, 2022 Unaudited Assets: Cash equivalents: Money market accounts and funds Level 1 $ 88,911 $ 22,583 Short-term investments: Corporate debt securities Level 2 $ 23,099 $ 21,636 U.S. agency bonds Level 2 $ 8,249 $ 20,491 Commercial paper Level 2 $ 6,472 $ 8,565 U.S. government treasuries Level 2 $ 4,436 $ 46,222 Liabilities: Warrants liability: Public Warrants Level 1 $ (2,740 ) $ (2,856 ) Private Warrants Level 3 $ (3,042 ) $ (3,900 ) Derivative instruments liability: Derivative instruments designated as cash flow hedging instruments Level 2 $ (770 ) $ (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 June 30 2023 December 31, 2022 Risk-free interest rate 4.39% - 4.66 % 4.08% - 4.18 % Expected term (years) 2.26 - 3.00 2.75 - 3.50 Expected volatility 70.8% - 73.0 % 67.5% - 69.3 % Exercise price $ 11.50 $ 11.50 Underlying share price $ 3.11 $ 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 (858 ) (116 ) (974 ) Fair value as of June 30, 2023 (unaudited) $ 3,042 $ 2,740 $ 5,782

SHORT-TERM INVESTMENTS

SHORT-TERM INVESTMENTS	6 Months Ended
	Jun. 30, 2023
SHORT-TERM INVESTMENTS [Abstract]
SHORT-TERM INVESTMENTS	NOTE 5:- SHORT-TERM INVESTMENTS The following is a summary of available-for-sale marketable securities: June 30, 2023 Unaudited Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $ 23,130 $ 1 $ (32 ) $ 23,099 U.S. agency bonds 8,260 — (11 ) 8,249 Commercial paper 6,484 — (12 ) 6,472 U.S. government treasuries 4,446 — (10 ) 4,436 Total $ 42,320 $ 1 $ (65 ) $ 42,256 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 June 30, 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 June 30, 2023, all of the Company’s available-for-sale marketable securities were due within one year.

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	6 Months Ended
	Jun. 30, 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 contracts and put and call options with financial institution s As of June 30, 2023 and December 31, 2022, the notional amounts of the Company’s derivative instruments designated as cash flow hedging instruments outstanding are in U.S. dollars amounted to $9,749 and $38,669, 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 liabilities were $770 and $313 as of June 30, 2023 and December 31, 2022, respectively, which were recorded in accrued expenses and other current liabilities in the consolidated interim balance sheet. The changes related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three and six months ended June 30, 2023 and 2022, were as follows: Reclassification of losses into loss from accumulated other comprehensive loss Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 54 $ 142 $ 82 $ 145 Research and development 536 959 851 979 Sales and marketing 100 182 156 186 General and administrative 104 161 153 164 Total losses recognized in the consolidated interim statements of loss $ 794 $ 1,444 $ 1,242 $ 1,474 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: Six months ended June 30, 2023 2022 Unaudited Unrealized losses on derivative instruments at the beginning of the period $ (313 ) $ — Changes in fair value of derivative instruments (1,699 ) (4,998 ) Reclassification of losses recognized in the consolidated interim statements of loss from accumulated other comprehensive loss 1,242 1,474 Unrealized losses on derivative instruments at the end of the period $ (770 ) $ (3,524 ) All net deferred losses in accumulated other comprehensive losses as of June 30, 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,

GOODWILL AND INTANGIBLE ASSETS, NET	6 Months Ended
	Jun. 30, 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 June 30, 2023 (unaudited) $ 555,931 Intangible Assets, Net The following is a summary of definite-lived intangible assets, net as of June 30, 2023 (unaudited): Gross Fair Value Accumulated Amortization Net Book Value Merchant / Network affiliate relationships $ 146,547 $ (59,704 ) $ 86,843 Technology 74,193 (37,789 ) 36,404 Publisher relationships 42,933 (19,678 ) 23,255 Tradenames 24,097 (14,715 ) 9,382 Customer relationships 13,146 (11,815 ) 1,331 Total $ 300,916 $ (143,701 ) $ 157,215 The following is a summary of definite-lived intangible assets, net as of 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 $15,962 and $15,828, for the three months ended June 30, 2023 and 2022, respectively, and $31,931 and $31,608, for the six months ended June 30, 2023 and 2022, respectively. The estimated future amortization expense of definite-lived intangible assets as of June 30, 2023, is as follows (unaudited): Year Ending December 31, 2023 (Remainder) $ 31,954 2024 60,519 2025 51,407 2026 13,244 2027 91 Total $ 157,215

FINANCING ARRANGEMENTS

FINANCING ARRANGEMENTS	6 Months Ended
	Jun. 30, 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. 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 seven 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 June 30, 2023, the Company was in compliance with the Facility covenants. In April 2023, the Company voluntarily prepaid $30,000 of the principal amount of the outstanding debt under the Credit Agreement. As of June 30, 2023, the total future principal payments related to Facility loan are as follows: Amount Year Ending December 31, 2023 (current maturities) $ 1,500 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 189,985 Total $ 203,485 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 $5,027 and $3,940 for the three months ended June 30, 2023 and 2022, respectively, and $10,500 and $7,672 for the six months ended June 30, 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 June 30, 2023, the Company was in compliance with the financial covenants and had no outstanding borrowings under the Revolving Credit Agreement. As of June 30, 2023, deferred financing costs associated with entering into the Revolving Credit Agreement in the total amount of $1,020, 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 $65 and $0, for the three months ended June 30, 2023 and 2022, respectively, and $127 and $0, for the six months ended June 30, 2023 and 2022, respectively.

SHAREHOLDERS' EQUITY AND SHARE

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS	6 Months Ended
	Jun. 30, 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 have rights identical to the rights of Ordinary shares as described above (see Note 1b). Share Incentive Plans a . On May 28, 2023, the Company received the approval of the Israeli court for its motion to extend, to November 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. For the six months ended June 30, 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 $ 1,908 and $2,185, respectively, which were recorded as a reduction of additional paid-in capital. b. The following is a summary of share option activity and related information for the six months ended June 30, 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 (2,096,400 ) 1.22 — 3,870 Forfeited (406,596 ) 5.72 — — Balance as of June 30, 2023 (unaudited) 32,985,183 $ 3.16 6.50 $ 37,082 Exercisable as of June 30, 2023 (unaudited) 26,886,665 $ 2.45 6.20 $ 33,726 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 As of June 30 , , unrecognized share-based compensation cost related to unvested share options was $19,005, which is expected to be recognized over a weighted-average period of years. c. The following is a summary of the RSU activity and related information for the six months ended June 30 , : Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of January 1, 2023 23,521,009 $ 6.60 Granted 11,785,624 3.53 Vested (*) (5,741,681 ) 6.27 Forfeited (1,635,920 ) 6.10 Balance as of June 30, 2023 (unaudited) 27,929,032 $ 5.41 (*) A portion of the shares that vested w ere netted out to satisfy the tax obligations of the recipients. During the , a total of RSUs were to satisfy tax obligations, resulting in net issuance of 648,985 shares. The total release date fair value of RSUs was $19,112, during the six months ended June 30, 2023. As of June 30 , , unrecognized compensation cost related to unvested RSUs was $ , which is expected to be recognized over a weighted-average period of years. The total share-based compensation expense related to all of the Company s share-based awards recognized for the three and six , 202 , was comprised as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 1,039 $ 851 $ 2,083 $ 1,554 Research and development 6,181 7,443 12,025 13,545 Sales and marketing 4,401 7,397 8,686 12,697 General and administrative 4,914 4,741 9,823 12,465 Total share-based compensation expense $ 16,535 $ 20,432 $ 32,617 $ 40,261 Share Buyback Program In May 2023, the Company’s Board of Directors authorized a share buyback program (the “Buyback Program”) for the repurchase of up to $40,000 of the Company’s outstanding Ordinary shares, with no expiration date. 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 in compliance with Rule 10b5-1, at the discretion of the Company’s management and as permitted by securities laws and other legal requirements, including Rule 10b-18 of the Exchange Act. The Buyback Program does not obligate the Company to repurchase any specific number of shares and may be discontinued, modified or suspended at any time. The Buyback Program commenced in June 2023 and during the six months ended June 30, 2023, the Company repurchased 1,442,000 Ordinary shares at an average price of $3.02 per share (excluding broker and transaction fees). As of June 30, 2023 the Company had remaining authorization to repurchase up to an aggregate amount of $35,642.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 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 (8.6%) and (4.9%) for the three months ended June 30, 2023 and 2022, respectively, and (3.0%) and 12.3% for the six months ended June 30, 2023 and 2022, respectively. The negative effective tax rate for the six months ended June 30, 2023, results primarily from the valuation allowance in Israel, as well as tax expenses in foreign jurisdictions, partially offset by tax benefits associated with losses incurred in the U.S.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 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 June 30, 2023 , the Company had outstanding non-cancelable purchase obligations in the amount of $24,645. Legal Proceedings a. 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 cooperated with the Antitrust Division. In July 2023, subsequent to the interim balance sheet date, the Company was notified in writing by the Antitrust Division of the U.S. Department of Justice that it was no longer a subject or target of the previously disclosed criminal investigation of hiring activities in the Company’s industry, including the Company. b. 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.

RELATED PARTY BALANCES AND TRAN

RELATED PARTY BALANCES AND TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
RELATED PARTY BALANCES AND TRANSACTIONS [Abstract]
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 and six months ended June 30, 2023 (including the portion prior to the Transaction closing date), the Company recorded revenues from Yahoo or its affiliates in the amount of $7,190 and $14,304, respectively. As of June 30, 2023, in regards to Yahoo and its affiliates, the Company’s balances of trade receivables were $5,085, and its balances of trade payables were $5,926 associated with the Company’s payments to digital properties on revenues presented on a 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 $2,623 expenses, net in the three and six months ended June 30, 2023.

GEOGRAPHIC INFORMATION

GEOGRAPHIC INFORMATION	6 Months Ended
	Jun. 30, 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 June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Israel $ 48,970 $ 49,102 $ 106,597 $ 99,796 United States 125,803 129,531 238,707 264,217 Germany 30,662 29,093 61,437 67,485 United Kingdom 17,506 19,401 35,216 37,945 Rest of the world 109,063 115,568 217,733 227,978 Total $ 332,004 $ 342,695 $ 659,690 $ 697,421

NET LOSS PER SHARE ATTRIBUTABLE

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS	6 Months Ended
	Jun. 30, 2023
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 June 30, Six months ended June 30, 2023 2022 2023 2022 Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Unaudited Numerator: Net loss attributable to Ordinary shareholders, basic and diluted $ (27,288 ) $ (4,026 ) $ (5,021 ) $ — $ (55,138 ) $ (7,489) $ (1,333 ) $ — Denominator: Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic 306,386,357 45,198,702 250,777,915 — 301,537,937 40,953,520 249,095,931 — Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted 306,386,357 45,198,702 250,777,915 — 301,537,937 40,953,520 249,095,931 — Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic $ (0.09 ) $ (0.09 ) $ (0.02 ) $ — $ (0.18 ) $ (0.18) $ (0.00 ) $ — Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted $ (0.09 ) $ (0.09 ) $ (0.02 ) $ — $ (0.18 ) $ (0.18) $ (0.00 ) $ — The potential shares of O rdinary hares that were excluded from the computation of diluted net loss per share attributable to rdinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Warrants 12,349,990 12,349,990 12,349,990 12,349,990 RSUs 26,949,979 21,964,961 26,949,979 21,320,295 Outstanding share options 27,309,646 38,563,838 27,309,646 38,563,838 Issuable Ordinary Shares related to Business Combination under holdback arrangement 1,744,192 3,681,030 1,744,192 3,681,030 Total 68,353,807 76,559,819 68,353,807 75,915,153

INSIDER TRADING ARRANGEMENTS

INSIDER TRADING ARRANGEMENTS	6 Months Ended
	Jun. 30, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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 June 30, 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.
Treasury Ordinary Shares	Treasury Ordinary Shares The Company may repurchase its Ordinary shares from time to time in the open market, or in other transactions, and holds such shares as treasury Ordinary shares. The Company presents the cost to repurchase treasury Ordinary shares as a separate component and as a reduction of shareholders’ equity.
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 loss, changes in the shareholders’ equity or cash flows.

CASH AND CASH EQUIVALENTS (Tabl

CASH AND CASH EQUIVALENTS (Tables)	6 Months Ended
	Jun. 30, 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: June 30 December 31, 2023 2022 Unaudited Cash $ 112,179 $ 142,127 Money market accounts and funds 88,911 22,583 Time deposits 3,505 1,183 Total Cash and cash equivalents $ 204,595 $ 165,893

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2023 and December 31, 2022, by level within the fair value hierarchy: Fair value measurements as of Description Fair Value Hierarchy June 30 2023 December 31, 2022 Unaudited Assets: Cash equivalents: Money market accounts and funds Level 1 $ 88,911 $ 22,583 Short-term investments: Corporate debt securities Level 2 $ 23,099 $ 21,636 U.S. agency bonds Level 2 $ 8,249 $ 20,491 Commercial paper Level 2 $ 6,472 $ 8,565 U.S. government treasuries Level 2 $ 4,436 $ 46,222 Liabilities: Warrants liability: Public Warrants Level 1 $ (2,740 ) $ (2,856 ) Private Warrants Level 3 $ (3,042 ) $ (3,900 ) Derivative instruments liability: Derivative instruments designated as cash flow hedging instruments Level 2 $ (770 ) $ (313 )
Assumptions Used to Determine Fair Value	The key inputs into the Black-Scholes model for the Private Warrants were as follows: Input June 30 2023 December 31, 2022 Risk-free interest rate 4.39% - 4.66 % 4.08% - 4.18 % Expected term (years) 2.26 - 3.00 2.75 - 3.50 Expected volatility 70.8% - 73.0 % 67.5% - 69.3 % Exercise price $ 11.50 $ 11.50 Underlying share price $ 3.11 $ 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 (858 ) (116 ) (974 ) Fair value as of June 30, 2023 (unaudited) $ 3,042 $ 2,740 $ 5,782

SHORT-TERM INVESTMENTS (Tables)

SHORT-TERM INVESTMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
SHORT-TERM INVESTMENTS [Abstract]
Summary of Available-for-Sale Marketable Securities	The following is a summary of available-for-sale marketable securities: June 30, 2023 Unaudited Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $ 23,130 $ 1 $ (32 ) $ 23,099 U.S. agency bonds 8,260 — (11 ) 8,249 Commercial paper 6,484 — (12 ) 6,472 U.S. government treasuries 4,446 — (10 ) 4,436 Total $ 42,320 $ 1 $ (65 ) $ 42,256 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 HE_2

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	6 Months Ended
	Jun. 30, 2023
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Loss	The changes related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three and six months ended June 30, 2023 and 2022, were as follows: Reclassification of losses into loss from accumulated other comprehensive loss Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 54 $ 142 $ 82 $ 145 Research and development 536 959 851 979 Sales and marketing 100 182 156 186 General and administrative 104 161 153 164 Total losses recognized in the consolidated interim statements of loss $ 794 $ 1,444 $ 1,242 $ 1,474
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: Six months ended June 30, 2023 2022 Unaudited Unrealized losses on derivative instruments at the beginning of the period $ (313 ) $ — Changes in fair value of derivative instruments (1,699 ) (4,998 ) Reclassification of losses recognized in the consolidated interim statements of loss from accumulated other comprehensive loss 1,242 1,474 Unrealized losses on derivative instruments at the end of the period $ (770 ) $ (3,524 )

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2023 (unaudited) $ 555,931
Definite-Lived Intangible Assets	The following is a summary of definite-lived intangible assets, net as of June 30, 2023 (unaudited): Gross Fair Value Accumulated Amortization Net Book Value Merchant / Network affiliate relationships $ 146,547 $ (59,704 ) $ 86,843 Technology 74,193 (37,789 ) 36,404 Publisher relationships 42,933 (19,678 ) 23,255 Tradenames 24,097 (14,715 ) 9,382 Customer relationships 13,146 (11,815 ) 1,331 Total $ 300,916 $ (143,701 ) $ 157,215 The following is a summary of definite-lived intangible assets, net as of 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 June 30, 2023, is as follows (unaudited): Year Ending December 31, 2023 (Remainder) $ 31,954 2024 60,519 2025 51,407 2026 13,244 2027 91 Total $ 157,215

FINANCING ARRANGEMENTS (Tables)

FINANCING ARRANGEMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
FINANCING ARRANGEMENTS [Abstract]
Future Principal Payments Related to Long-term Debt	As of June 30, 2023, the total future principal payments related to Facility loan are as follows: Amount Year Ending December 31, 2023 (current maturities) $ 1,500 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 189,985 Total $ 203,485

SHAREHOLDERS' EQUITY AND SHAR_2

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables)	6 Months Ended
	Jun. 30, 2023
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]
Share Option Activity	b. The following is a summary of share option activity and related information for the six months ended June 30, 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 (2,096,400 ) 1.22 — 3,870 Forfeited (406,596 ) 5.72 — — Balance as of June 30, 2023 (unaudited) 32,985,183 $ 3.16 6.50 $ 37,082 Exercisable as of June 30, 2023 (unaudited) 26,886,665 $ 2.45 6.20 $ 33,726
Summary of RSU activity	c. The following is a summary of the RSU activity and related information for the six months ended June 30 , : Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of January 1, 2023 23,521,009 $ 6.60 Granted 11,785,624 3.53 Vested (*) (5,741,681 ) 6.27 Forfeited (1,635,920 ) 6.10 Balance as of June 30, 2023 (unaudited) 27,929,032 $ 5.41 (*) A portion of the shares that vested w ere netted out to satisfy the tax obligations of the recipients. During the , a total of RSUs were to satisfy tax obligations, resulting in net issuance of 648,985 shares.
Equity Based Compensation Expense	The total share-based compensation expense related to all of the Company s share-based awards recognized for the three and six , 202 , was comprised as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 1,039 $ 851 $ 2,083 $ 1,554 Research and development 6,181 7,443 12,025 13,545 Sales and marketing 4,401 7,397 8,686 12,697 General and administrative 4,914 4,741 9,823 12,465 Total share-based compensation expense $ 16,535 $ 20,432 $ 32,617 $ 40,261

GEOGRAPHIC INFORMATION (Tables)

GEOGRAPHIC INFORMATION (Tables)	6 Months Ended
	Jun. 30, 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 June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Israel $ 48,970 $ 49,102 $ 106,597 $ 99,796 United States 125,803 129,531 238,707 264,217 Germany 30,662 29,093 61,437 67,485 United Kingdom 17,506 19,401 35,216 37,945 Rest of the world 109,063 115,568 217,733 227,978 Total $ 332,004 $ 342,695 $ 659,690 $ 697,421

NET LOSS PER SHARE ATTRIBUTAB_2

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables)	6 Months Ended
	Jun. 30, 2023
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]
Computation of Basic and Diluted Net Loss Per Share	Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Unaudited Numerator: Net loss attributable to Ordinary shareholders, basic and diluted $ (27,288 ) $ (4,026 ) $ (5,021 ) $ — $ (55,138 ) $ (7,489) $ (1,333 ) $ — Denominator: Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic 306,386,357 45,198,702 250,777,915 — 301,537,937 40,953,520 249,095,931 — Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted 306,386,357 45,198,702 250,777,915 — 301,537,937 40,953,520 249,095,931 — Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic $ (0.09 ) $ (0.09 ) $ (0.02 ) $ — $ (0.18 ) $ (0.18) $ (0.00 ) $ — Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted $ (0.09 ) $ (0.09 ) $ (0.02 ) $ — $ (0.18 ) $ (0.18) $ (0.00 ) $ —
Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share	The potential shares of O rdinary hares that were excluded from the computation of diluted net loss per share attributable to rdinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Unaudited Warrants 12,349,990 12,349,990 12,349,990 12,349,990 RSUs 26,949,979 21,964,961 26,949,979 21,320,295 Outstanding share options 27,309,646 38,563,838 27,309,646 38,563,838 Issuable Ordinary Shares related to Business Combination under holdback arrangement 1,744,192 3,681,030 1,744,192 3,681,030 Total 68,353,807 76,559,819 68,353,807 75,915,153

GENERAL, Summary (Details)

GENERAL, Summary (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jan. 17, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 30, 2022
Organization Consolidation and Presentation of Financial Statements [Line Items]
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
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 (Deta

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Breakdown of Cash and Cash Equivalents [Abstract]
Cash	$ 112,179	$ 142,127
Money market accounts and funds	88,911	22,583
Time deposits	3,505	1,183
Total Cash and cash equivalents	$ 204,595	$ 165,893

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Level 1 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ (2,740)	$ (2,856)
Level 1 [Member] | Money Market Accounts and Funds [Member]
Assets [Abstract]
Cash equivalents	88,911	22,583
Level 2 [Member] | Derivative Instruments Liability [Member]
Liabilities [Abstract]
Derivative instruments designated as cash flow hedging instruments	(770)	(313)
Level 2 [Member] | U.S. Government Treasuries [Member]
Assets [Abstract]
Short-term investments	4,436	46,222
Level 2 [Member] | Corporate Debt Securities [Member]
Assets [Abstract]
Short-term investments	23,099	21,636
Level 2 [Member] | U.S. Agency Bonds [Member]
Assets [Abstract]
Short-term investments	8,249	20,491
Level 2 [Member] | Commercial Paper [Member]
Assets [Abstract]
Short-term investments	6,472	8,565
Level 3 [Member] | Private Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ (3,042)	$ (3,900)

FAIR VALUE MEASUREMENTS, Key In

FAIR VALUE MEASUREMENTS, Key Inputs to Warrants (Details)	Jun. 30, 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	0.0439	0.0408
Private Warrants [Member] | Risk Free Interest Rate [Member] | Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.0466	0.0418
Private Warrants [Member] | Expected Term [Member] | Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	2 years 3 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 years 6 months
Private Warrants [Member] | Expected Volatility [Member] | Minimum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.708	0.675
Private Warrants [Member] | Expected Volatility [Member] | Maximum [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	0.73	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 Share Price [Member]
Key Inputs into Black-Scholes Model [Abstract]
Private Warrants, Measurement Input	3.11	3.08
Certain Private Warrants [Member]
Key Inputs into Black-Scholes Model [Abstract]
Warrants maturity period	5 years

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrants Liability (Details) $ in Thousands	6 Months Ended
	Jun. 30, 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	(974)
Fair value as of June 30, 2023	5,782
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	(116)
Fair value as of June 30, 2023	2,740
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	(858)
Fair value as of June 30, 2023	$ 3,042

SHORT-TERM INVESTMENTS (Details

SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	$ 42,320	$ 97,435
Gross Unrealized Gains	1	0
Gross Unrealized Losses	(65)	(521)
Estimated Fair Value	42,256	96,914
Corporate Debt Securities [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	23,130	21,762
Gross Unrealized Gains	1	0
Gross Unrealized Losses	(32)	(126)
Estimated Fair Value	23,099	21,636
U.S. Agency Bonds [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	8,260	20,622
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(11)	(131)
Estimated Fair Value	8,249	20,491
Commercial Paper [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	6,484	8,599
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(12)	(34)
Estimated Fair Value	6,472	8,565
U.S. Government Treasuries [Member]
Summary of available-for-sale marketable securities [Abstract]
Amortized Cost	4,446	46,452
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(10)	(230)
Estimated Fair Value	$ 4,436	$ 46,222

DERIVATIVE INSTRUMENTS AND HE_3

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Derivative Instrument [Abstract]
Derivative notional amount	$ 9,749	$ 38,669
Fair value of cash flow hedging instruments recorded as liabilities	770	313	$ 3,524	$ 0
Accrued Expenses and Other Current Liabilities [Member]
Derivative Instrument [Abstract]
Fair value of cash flow hedging instruments recorded as liabilities	$ 770	$ 313

DERIVATIVE INSTRUMENTS AND HE_4

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		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 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 loss	$ 794	$ 1,444	$ 1,242	$ 1,474
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)	Operating Income (Loss)	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 loss	$ 54	$ 142	$ 82	$ 145
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue	Cost of Revenue	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 loss	$ 536	$ 959	$ 851	$ 979
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Research and Development Expense	Research and Development Expense	Research and Development Expense	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 loss	$ 100	$ 182	$ 156	$ 186
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Sales and marketing	Sales and marketing	Sales and marketing	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 loss	$ 104	$ 161	$ 153	$ 164
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	General and administrative	General and administrative	General and administrative	General and administrative

DERIVATIVE INSTRUMENTS AND HE_5

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 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	(1,699)	(4,998)
Reclassification of losses recognized in the consolidated interim statements of loss from accumulated other comprehensive loss	1,242	1,474
Unrealized losses on derivative instruments at the end of the period	$ (770)	$ (3,524)

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS, NET, Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 555,869
Purchase accounting adjustment	62
Ending balance	$ 555,931

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS, NET, Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Intangible Assets [Abstract]
Gross fair value	$ 300,916		$ 300,916		$ 300,926
Accumulated amortization	(143,701)		(143,701)		(111,770)
Net book value	157,215		157,215		189,156
Amortization expenses related to intangible assets	15,962	$ 15,828	31,931	$ 31,608
Merchant / Network Affiliate Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	146,547		146,547		146,547
Accumulated amortization	(59,704)		(59,704)		(43,421)
Net book value	86,843		86,843		103,126
Technology [Member]
Intangible Assets [Abstract]
Gross fair value	74,193		74,193		74,193
Accumulated amortization	(37,789)		(37,789)		(32,042)
Net book value	36,404		36,404		42,151
Publisher Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	42,933		42,933		42,933
Accumulated amortization	(19,678)		(19,678)		(14,311)
Net book value	23,255		23,255		28,622
Tradenames [Member]
Intangible Assets [Abstract]
Gross fair value	24,097		24,097		24,097
Accumulated amortization	(14,715)		(14,715)		(10,689)
Net book value	9,382		9,382		13,408
Customer Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	13,146		13,146		13,156
Accumulated amortization	(11,815)		(11,815)		(11,307)
Net book value	$ 1,331		$ 1,331		$ 1,849

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Estimated Future Amortization Expense of Other Intangible Assets [Abstract]
2023	$ 31,954
2024	60,519
2025	51,407
2026	13,244
2027	91
Net book value	$ 157,215	$ 189,156

FINANCING ARRANGEMENTS (Details

FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Aug. 09, 2022	Sep. 01, 2021
Debt Instruments [Abstract]
Repayment of long-term loan	$ 30,000
Interest expenses recognized with the long-term loan		$ 5,027	$ 3,940	$ 10,500	$ 7,672
Revolving Credit Agreement [Member]
Long-term loan principal payments [Abstract]
Total		0		$ 0
Long-term loan term				5 years
Deferred financing costs		1,020		$ 1,020
Deferred financing costs amortization		65	$ 0	127	$ 0
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		$ 11,250
Facility amortization rate		1%		1%
Frequency of periodic payment		quarterly
Long-term loan principal payments [Abstract]
2023 (current maturities)		$ 1,500		$ 1,500
2024		3,000		3,000
2025		3,000		3,000
2026		3,000		3,000
2027		3,000		3,000
2028		189,985		189,985
Total		$ 203,485		$ 203,485
Long-term loan maturity				7 years

SHAREHOLDERS' EQUITY AND SHAR_3

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Activity (Details) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended		12 Months Ended
	May 28, 2023 USD ($)	Jan. 17, 2023 shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Vote $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 30, 2022 shares
Stock Option Plan [Abstract]
Vote per share | Vote					1
Authorized share capital (in shares)			700,000,000		700,000,000		700,000,000	46,000,000
Additional equity-based compensation plan | $			$ 17,215	$ 20,935	$ 33,949	$ 41,281
Payments of tax withholding for share based compensation | $			$ 1,117	340	$ 1,908	2,185
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)					648,985
Share Options [Member]
Outstanding Share Options [Roll Forward]
Outstanding, beginning of period (in shares)					35,488,179
Granted (in shares)					0
Exercised (in shares)					(2,096,400)
Forfeited (in shares)					(406,596)
Outstanding, end of period (in shares)			32,985,183		32,985,183		35,488,179
Exercisable (in shares)			26,886,665		26,886,665
Weighted-Average Exercise Price Per Share [Roll Forward]
Outstanding, beginning of period (in dollars per share) | $ / shares					$ 3.08
Granted (in dollars per share) | $ / shares					0
Exercised (in dollars per share) | $ / shares					1.22
Forfeited (in dollars per share) | $ / shares					5.72
Outstanding, end of period (in dollars per share) | $ / shares			$ 3.16		3.16		$ 3.08
Exercisable (in dollars per share) | $ / shares			$ 2.45		$ 2.45
Weighted Average Remaining Contractual Term [Abstract]
Weighted-average remaining contractual life					6 years 6 months		6 years 8 months 19 days
Weighted-average remaining contractual life, exercisable					6 years 2 months 12 days
Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, outstanding | $			$ 37,082		$ 37,082		$ 40,516
Aggregate intrinsic value, exercised | $					3,870
Aggregate intrinsic value, exercisable | $			33,726		33,726
Additional Paid-in Capital [Member]
Stock Option Plan [Abstract]
Additional equity-based compensation plan | $			17,215	20,935	33,949	41,281
Payments of tax withholding for share based compensation | $			$ 1,117	$ 340	$ 1,908	$ 2,185
Non-Voting Ordinary Shares [Member]
Stock Option Plan [Abstract]
Authorized share capital (in shares)			46,000,000		46,000,000		46,000,000
Net issuance of shares (in shares)		45,198,702

SHAREHOLDERS' EQUITY AND SHAR_4

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Plan and Related Information (Details) - Share Options [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Stock-based compensation [Abstract]
Unrecognized share based compensation cost	$ 19,005
Weighted-average period expected to be recognized	2 years 2 months 12 days

SHAREHOLDERS' EQUITY AND SHAR_5

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, RSU Activity (Details) - Restricted Share Units [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Outstanding Restricted Share Unit [Roll Forward]
Outstanding, beginning of period (in shares)	23,521,009
Granted (in shares)	11,785,624
Vested (in shares)	(5,741,681)	[1]
Forfeited (in shares)	(1,635,920)
Outstanding, end of period (in shares)	27,929,032
Vested shares netted out to satisfy tax obligations (in shares)	648,995
Net issuance of shares (in shares)	648,985
Unrecognized share based compensation cost related to unvested RSUs | $	$ 119,053
Weighted-average period to be recognized	3 years
Fair value of RSUs | $	$ 19,112
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	3.53
Vested (in dollars per share) | $ / shares	6.27
Forfeited (in dollars per share) | $ / shares	6.1
Outstanding, end of period (in dollars per share) | $ / shares	$ 5.41
[1]A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the six months ended June 30, 2023, a total of 648,995 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 648,985 shares.

SHAREHOLDERS' EQUITY AND SHAR_6

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 16,535	$ 20,432	$ 32,617	$ 40,261
Cost of Revenues [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	1,039	851	2,083	1,554
Research and Development [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	6,181	7,443	12,025	13,545
Sales and Marketing [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	4,401	7,397	8,686	12,697
General and Administrative [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 4,914	$ 4,741	$ 9,823	$ 12,465

SHAREHOLDERS' EQUITY AND SHAR_7

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Buyback Program (Details) - Share Buyback Program [Member] - USD ($)	6 Months Ended
	Jun. 30, 2023	May 31, 2023
Share Buyback Program [Abstract]
Share buyback program, authorized amount		$ 40,000
Number of shares repurchased (in shares)	1,442,000
Average price paid per share (in dollars per share)	$ 3.02
Maximum [Member]
Share Buyback Program [Abstract]
Remaining authorized repurchase of common stock	$ 35,642

INCOME TAXES, Summary (Details)

INCOME TAXES, Summary (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Rate [Abstract]
Effective tax rate	(8.60%)	(4.90%)	(3.00%)	12.30%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Non-cancelable Purchase Obligations [Abstract]
Purchase obligation	$ 24,645
Minimum [Member]
Commercial Commitments [Abstract]
Period of contract	2 years
Maximum [Member]
Commercial Commitments [Abstract]
Period of contract	5 years

RELATED PARTY BALANCES AND TR_2

RELATED PARTY BALANCES AND TRANSACTIONS (Details) $ in Thousands		3 Months Ended		6 Months Ended
	Jan. 17, 2023 shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Respresentative	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Related Party Transaction [Abstract]
Revenues		$ 332,004	$ 342,695	$ 659,690	$ 697,421
Trade receivable balance		217,437		217,437		$ 256,708
Trade payable balance		222,232		222,232		$ 247,504
Expenses from transaction		122,057	$ 125,912	$ 240,447	$ 245,641
Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares	39,525,691
Non-Voting Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares	45,198,702
Related Party [Member] | Yahoo [Member]
Related Party Transaction [Abstract]
Number of representatives that can be appointed to Board of Directors | Respresentative				1
Revenues		7,190		$ 14,304
Trade receivable balance		5,085		5,085
Trade payable balance		5,926		5,926
Expenses from transaction		$ 2,623		$ 2,623
Related Party [Member] | Yahoo [Member] | Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares	39,525,691
Related Party [Member] | Yahoo [Member] | Non-Voting Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares	45,198,702

GEOGRAPHIC INFORMATION (Details

GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segments, Geographical Areas [Abstract]
Revenues	$ 332,004	$ 342,695	$ 659,690	$ 697,421
Israel [Member]
Segments, Geographical Areas [Abstract]
Revenues	48,970	49,102	106,597	99,796
United States [Member]
Segments, Geographical Areas [Abstract]
Revenues	125,803	129,531	238,707	264,217
Germany [Member]
Segments, Geographical Areas [Abstract]
Revenues	30,662	29,093	61,437	67,485
United Kingdom [Member]
Segments, Geographical Areas [Abstract]
Revenues	17,506	19,401	35,216	37,945
Rest of the World [Member]
Segments, Geographical Areas [Abstract]
Revenues	$ 109,063	$ 115,568	$ 217,733	$ 227,978

NET LOSS PER SHARE ATTRIBUTAB_3

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Denominator: [Abstract]
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ (0.02)	$ (0.18)	$ 0
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ (0.02)	$ (0.18)	$ 0
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	68,353,807	76,559,819	68,353,807	75,915,153
Non-Voting Ordinary Shares [Member]
Numerator: [Abstract]
Net loss attributable to Ordinary shareholders, basic	$ (4,026)	$ 0	$ (7,489)	$ 0
Net loss attributable to Ordinary shareholders, diluted	$ (4,026)	$ 0	$ (7,489)	$ 0
Denominator: [Abstract]
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares)	45,198,702	0	40,953,520	0
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares)	45,198,702	0	40,953,520	0
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ 0	$ (0.18)	$ 0
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ 0	$ (0.18)	$ 0
Ordinary Shares [Member]
Numerator: [Abstract]
Net loss attributable to Ordinary shareholders, basic	$ (27,288)	$ (5,021)	$ (55,138)	$ (1,333)
Net loss attributable to Ordinary shareholders, diluted	$ (27,288)	$ (5,021)	$ (55,138)	$ (1,333)
Denominator: [Abstract]
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares)	306,386,357	250,777,915	301,537,937	249,095,931
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares)	306,386,357	250,777,915	301,537,937	249,095,931
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.09)	$ (0.02)	$ (0.18)	$ 0
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.09)	$ (0.02)	$ (0.18)	$ 0
Warrants [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	12,349,990	12,349,990	12,349,990	12,349,990
RSUs [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	26,949,979	21,964,961	26,949,979	21,320,295
Outstanding Share Options [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	27,309,646	38,563,838	27,309,646	38,563,838
Issuable Ordinary Shares Related to Business Combination Under Holdback Arrangement [Member]
Antidilutive Securities [Abstract]
Antidilutive securities (in shares)	1,744,192	3,681,030	1,744,192	3,681,030