Taboola.com (TBLA) 10-Q 8 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	Apr. 30, 2024
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-40566
Entity Registrant Name	TABOOLA.COM LTD.
Entity Central Index Key	0001840502
Entity Incorporation, State or Country Code	L3
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	16 Madison Square West
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	206-7633
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Ordinary shares, no par value
Trading Symbol	TBLA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		290,733,986
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		Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents		$ 178,534	$ 176,108
Short-term investments		2,485	5,725
Restricted deposits		1,270	1,407
Trade receivables (net of allowance for credit losses of $9,412 and $10,207 as of March 31, 2024 and December 31, 2023, respectively)	[1]	284,239	306,307
Prepaid expenses and other current assets		77,485	69,865
Total current assets		544,013	559,412
NON-CURRENT ASSETS
Long-term prepaid expenses		27,351	39,602
Commercial agreement asset		289,451	289,451
Restricted deposits		4,216	4,247
Operating lease right of use assets		57,305	61,746
Property and equipment, net		72,587	72,155
Intangible assets, net		109,323	125,258
Goodwill		555,931	555,931
Total non-current assets		1,116,164	1,148,390
Total assets		1,660,177	1,707,802
CURRENT LIABILITIES
Trade payables	[2]	279,373	282,012
Short-term operating lease liabilities		19,141	20,264
Accrued expenses and other current liabilities		118,176	118,689
Current maturities of long-term loan		0	3,000
Total current liabilities		416,690	423,965
LONG-TERM LIABILITIES
Long-term loan, net of current maturities		145,455	142,164
Long-term operating lease liabilities		44,992	49,450
Warrants liability		6,168	6,129
Deferred tax liabilities, net		11,130	14,815
Other long-term liabilities		14,751	14,217
Total long-term liabilities		222,496	226,775
COMMITMENTS AND CONTINGENCIES (Note 11)
SHAREHOLDERS' EQUITY
Ordinary shares		0	0
Treasury Ordinary shares, at cost - 21,463,642 and 15,240,471 shares as of March 31, 2024 and December 31, 2023, respectively		(83,271)	(55,513)
Additional paid-in capital		1,280,715	1,262,093
Accumulated other comprehensive income		165	942
Accumulated deficit		(176,618)	(150,460)
Total shareholders' equity		1,020,991	1,057,062
Total liabilities and shareholders' equity		1,660,177	1,707,802
Non-Voting Ordinary Shares [Member]
SHAREHOLDERS' EQUITY
Ordinary shares		$ 0	$ 0
[1]Includes related party trade receivables of $41,992 and of $12,297, as of March 31, 2024 and December 31, 2023, respectively.[2]Includes related party trade payables of $61,137 and $38,657, as of March 31, 2024 and December 31, 2023, respectively.

CONSOLIDATED INTERIM BALANCE _2

CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Trade receivables, allowance for credit losses	$ 9,412	$ 10,207
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)	293,413,305	295,670,620
Ordinary shares, shares outstanding (in shares)	293,413,305	295,670,620
Treasury ordinary shares (in shares)	21,463,642	15,240,471
Related Party [Member]
CURRENT ASSETS
Trade receivables	$ 41,992	$ 12,297
CURRENT LIABILITIES
Trade payables	$ 61,137	$ 38,657
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	45,198,702
Ordinary shares, shares outstanding (in shares)	45,198,702	45,198,702

CONSOLIDATED INTERIM STATEMENTS

CONSOLIDATED INTERIM STATEMENTS OF LOSS - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
CONSOLIDATED INTERIM STATEMENTS OF LOSS [Abstract]
Revenues	[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
General and administrative		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.

CONSOLIDATED INTERIM STATEMEN_2

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

CONSOLIDATED INTERIM STATEMEN_3

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)

CONSOLIDATED INTERIM STATEMEN_4

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

CONSOLIDATED INTERIM STATEMEN_5

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		39	(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	0
Investments in restricted deposits		0	(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)	0
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)	0
Payments on account of repurchase of Ordinary shares		(1,658)	0
Repayment of long-term loan		0	(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	36
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.

CONSOLIDATED INTERIM STATEMEN_6

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)

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2024
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 $3.40 per share, the aggregate fair value of the issued shares amounted to $288,063. As part of the Ordinary shares and Non-voting Ordinary shares issuance, the Company incurred $1,388 of 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. The Company accounts for the consideration paid to Yahoo (the “Commercial agreement asset”) as an up-front payment for traffic acquisition costs paid to the digital property partner, which is amortized over the shorter of respective contractual terms and the economic benefit period of the digital property arrangement. The Company and Yahoo are still in the Commercial agreement transition period (as defined in the Commercial agreement), consequently, the exclusivity period has not begun. For the three months ended March 31, 2024 and 2023, the Company did not record amortization expenses of the Commercial agreement asset.

SIGNIFICANT ACCOUNTING POLICIES

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, a 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 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 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

CASH AND CASH EQUIVALENTS

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

FAIR VALUE MEASUREMENTS

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 $ 2,086 $ 4,082 $ 6,168

SHORT-TERM INVESTMENTS

SHORT-TERM INVESTMENTS	3 Months Ended
	Mar. 31, 2024
SHORT-TERM INVESTMENTS [Abstract]
SHORT-TERM INVESTMENTS	NOTE 5:- SHORT-TERM INVESTMENTS The following is a summary of available-for-sale marketable securities: March 31, 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 As of March 31, 2024, the Company had no significant unrealized losses related to marketable securities (which were accumulated in a period of less than 12 months) and determined the unrealized losses are not due to credit related losses, therefore, the Company did not record an allowance for credit losses for its available-for-sale marketable securities. As of March 31, 2024, all of the Company’s available-for-sale marketable securities were due within one year.

DERIVATIVE INSTRUMENTS AND HEDG

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 institution s 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) 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.

GOODWILL AND INTANGIBLE ASSETS,

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 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

FINANCING ARRANGEMENTS

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 seven 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. 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 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.

SHAREHOLDERS' EQUITY AND SHARE

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 a . 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. b. 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 , , 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 years. c. The following is a summary of the RSU activity and related information for the three months ended March 31 , : 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 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 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 , 202 , 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

INCOME TAXES

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.

COMMITMENTS AND CONTINGENCIES

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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
RELATED PARTY TRANSACTIONS [Abstract]
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.

GEOGRAPHIC INFORMATION

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

NET LOSS PER SHARE ATTRIBUTABLE

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 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 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

INSIDER TRADING ARRANGEMENTS

INSIDER TRADING ARRANGEMENTS	3 Months Ended
	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
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
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

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
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, 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	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, a
Concentrations of Credit Risk	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 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.
Reclassification	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	Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures

CASH AND CASH EQUIVALENTS (Tabl

CASH AND CASH EQUIVALENTS (Tables)	3 Months Ended
	Mar. 31, 2024
CASH AND CASH EQUIVALENTS [Abstract]
Breakdown of Cash and Cash Equivalents	The following table presents for each reported period, the breakdown of cash and cash equivalents: March 31 December 31, 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

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 $ 2,086 $ 4,082 $ 6,168

SHORT-TERM INVESTMENTS (Tables)

SHORT-TERM INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
SHORT-TERM INVESTMENTS [Abstract]
Summary of Available-for-Sale Marketable Securities	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

DERIVATIVE INSTRUMENTS AND HE_2

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	3 Months Ended
	Mar. 31, 2024
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]
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 )

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	3 Months Ended
	Mar. 31, 2024
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract]
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 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

SHAREHOLDERS' EQUITY AND SHAR_2

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables)	3 Months Ended
	Mar. 31, 2024
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 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	c. The following is a summary of the RSU activity and related information for the three months ended March 31 , : 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 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 152,347 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 , 202 , 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

GEOGRAPHIC INFORMATION (Tables)

GEOGRAPHIC INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2024
GEOGRAPHIC INFORMATION [Abstract]
Revenue by Geographic Area Based on Advertisers' Billing Address	The following table represents total revenue by geographic area based on the Advertisers’ billing address: 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

NET LOSS PER SHARE ATTRIBUTAB_2

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables)	3 Months Ended
	Mar. 31, 2024
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract]
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	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 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

GENERAL (Details)

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

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details) - Customer	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Trade Receivable [Member]
Concentrations of Credit Risks [Abstract]
Number of major customers	1		0
Trade Receivable [Member] | Customer Concentration Risk [Member]
Concentrations of Credit Risks [Abstract]
Concentration risk threshold percentage	14.80%		10%
Revenue [Member]
Concentrations of Credit Risks [Abstract]
Number of major customers	1	0
Revenue [Member] | Customer Concentration Risk [Member]
Concentrations of Credit Risks [Abstract]
Concentration risk threshold percentage	12.60%	10%

CASH AND CASH EQUIVALENTS (Deta

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

FAIR VALUE MEASUREMENTS, Assets

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)

FAIR VALUE MEASUREMENTS, Key In

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

FAIR VALUE MEASUREMENTS, Change

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

SHORT-TERM INVESTMENTS (Details

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

DERIVATIVE INSTRUMENTS AND HE_3

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

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
	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

DERIVATIVE INSTRUMENTS AND HE_5

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes in Unrealized Gains (Losses) on Derivative Instruments Recorded in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Summary of Derivative Instruments by Hedge Designation [Abstract]
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)

GOODWILL AND INTANGIBLE ASSET_3

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

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS, NET, Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Intangible Assets [Abstract]
Gross fair value	$ 300,916		$ 300,916
Accumulated amortization	(191,593)		(175,658)
Net book value	109,323		125,258
Amortization expenses related to intangible assets	15,935	$ 15,969
Merchant/Network Affiliate Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	146,547		146,547
Accumulated amortization	(84,129)		(75,987)
Net book value	62,418		70,560
Technology [Member]
Intangible Assets [Abstract]
Gross fair value	74,193		74,193
Accumulated amortization	(46,412)		(43,535)
Net book value	27,781		30,658
Publisher Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	42,933		42,933
Accumulated amortization	(27,728)		(25,044)
Net book value	15,205		17,889
Tradenames [Member]
Intangible Assets [Abstract]
Gross fair value	24,097		24,097
Accumulated amortization	(20,752)		(18,739)
Net book value	3,345		5,358
Customer Relationships [Member]
Intangible Assets [Abstract]
Gross fair value	13,146		13,146
Accumulated amortization	(12,572)		(12,353)
Net book value	$ 574		$ 793

GOODWILL AND INTANGIBLE ASSET_5

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

FINANCING ARRANGEMENTS (Details

FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands	3 Months Ended
	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%
Frequency of periodic payment	quarterly
Long term debt	$ 152,735

SHAREHOLDERS' EQUITY AND SHAR_3

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Capital (Details)		3 Months Ended
	Jan. 17, 2023 shares	Mar. 31, 2024 Vote shares	Dec. 31, 2023 shares	Dec. 30, 2022 shares
Share Capital [Abstract]
Vote per share | Vote		1
Authorized share capital (in shares)		700,000,000	700,000,000	46,000,000
Non-Voting Ordinary Shares [Member]
Share Capital [Abstract]
Authorized share capital (in shares)		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 Buyback Program (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Feb. 29, 2024	Dec. 31, 2023
Share Buyback Program [Abstract]
Number of additional shares repurchased (in shares)	181,585
Value of repurchased shares	$ 800,000
Broker and transaction fees	$ 156,000
Share Buyback Program [Member]
Share Buyback Program [Abstract]
Share buyback program, authorized amount		$ 100,000	$ 80,000
Number of shares repurchased (in shares)	6,223,171
Average price paid per share (in dollars per share)	$ 4.44
Share Buyback Program [Member] | Maximum [Member]
Share Buyback Program [Abstract]
Remaining authorized repurchase of common stock	$ 92,131

SHAREHOLDERS' EQUITY AND SHAR_5

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 30, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Stock Option Plan [Abstract]
Additional equity-based compensation plan		$ 17,007	$ 16,734
Payments of tax withholding for share based compensation		$ 709	791
Maximum [Member] | Subsequent Event [Member]
Stock Option Plan [Abstract]
Additional equity-based compensation plan	$ 100,000
Share Options [Member]
Outstanding Share Options [Roll Forward]
Outstanding, beginning of period (in shares)	27,640,171	29,291,285
Granted (in shares)		0
Exercised (in shares)		(1,312,222)
Forfeited (in shares)		(338,892)
Outstanding, end of period (in shares)		27,640,171		29,291,285
Exercisable (in shares)		23,742,117
Weighted-Average Exercise Price Per Share [Roll Forward]
Outstanding, beginning of period (in dollars per share)	$ 3.43	$ 3.35
Exercised (in dollars per share)		1.81
Forfeited (in dollars per share)		2.77
Outstanding, end of period (in dollars per share)		3.43		$ 3.35
Exercisable (in dollars per share)		$ 2.93
Weighted Average Remaining Contractual Term [Abstract]
Weighted-average remaining contractual life		5 years 3 months 3 days		5 years 3 months 7 days
Weighted-average remaining contractual life, exercisable		4 years 11 months 15 days
Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, outstanding		$ 55,360		$ 57,118
Aggregate intrinsic value, exercised		3,260
Aggregate intrinsic value, exercisable		51,989
Additional Paid-in Capital [Member]
Stock Option Plan [Abstract]
Additional equity-based compensation plan		17,007	16,734
Payments of tax withholding for share based compensation		$ 709	$ 791

SHAREHOLDERS' EQUITY AND SHAR_6

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Plan and Related Information (Details) - Share Options [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Stock-based compensation [Abstract]
Unrecognized share based compensation cost	$ 11,227
Weighted-average period expected to be recognized	1 year 3 months 18 days

SHAREHOLDERS' EQUITY AND SHAR_7

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 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.

SHAREHOLDERS' EQUITY AND SHAR_8

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 16,401	$ 16,082
Cost of Revenues [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	1,011	1,044
Research and Development [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	6,378	5,844
Sales and Marketing [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	4,323	4,285
General and Administrative [Member]
Equity Based Compensation Expense [Abstract]
Total share-based compensation expense	$ 4,689	$ 4,909

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Rate [Abstract]
Effective tax rate	(19.00%)	2%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended
	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

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) $ in Thousands			3 Months Ended
		Jan. 17, 2023 shares	Mar. 31, 2024 USD ($) Respresentative	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($)
Related Party Transaction [Abstract]
Revenues	[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
Expenses from transaction			$ 127,186	$ 118,390
Non-Voting Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares		45,198,702
Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares		39,525,691		39,525,691
Ordinary Shares [Member] | Non-Voting Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares		45,198,702		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			$ 52,124	$ 7,114
Traffic acquisition cost			73,611	0
Trade receivable balance			41,992
Trade payable balance			61,137
Expenses from transaction			$ 522	$ 0
Related Party [Member] | Yahoo [Member] | Non-Voting Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares		45,198,702
Related Party [Member] | Yahoo [Member] | Ordinary Shares [Member]
Related Party Transaction [Abstract]
Issuance of shares (in shares) | shares		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.

GEOGRAPHIC INFORMATION (Details

GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Segments, Geographical Areas [Abstract]
Revenues	[1]	$ 414,008	$ 327,686
Israel [Member]
Segments, Geographical Areas [Abstract]
Revenues		31,465	45,498
United States [Member]
Segments, Geographical Areas [Abstract]
Revenues		193,362	114,775
Germany [Member]
Segments, Geographical Areas [Abstract]
Revenues		35,697	31,375
United Kingdom [Member]
Segments, Geographical Areas [Abstract]
Revenues		20,074	17,948
Rest of the World [Member]
Segments, Geographical Areas [Abstract]
Revenues		$ 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.

NET LOSS PER SHARE ATTRIBUTAB_3

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