Taboolacom Ltd
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
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Item 15. Exhibits, Financial Statement Schedules
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|---|
We have filed the following documents as part of this Form 10-K:
- Consolidated Financial Statements:
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 1281) | 83 |
|---|---|
| Consolidated Balance Sheets | 85 |
| Consolidated Statements of Income (Loss) | 86 |
| Consolidated Statements of Comprehensive Income (Loss) | 87 |
| Consolidated Statements of Convertible Preferred Shares and Shareholders’ Equity | 88 |
| Consolidated Statements of Cash Flows | 89 |
| Notes to the Consolidated Financial Statements | 91 |
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
Exhibits
Exhibit Index
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed /Furnished Herewith |
| 3.1 | Articles of Association of Taboola.com Ltd. as Amended on December 30, 2022 | 8-K | 001-40566 | 3.1 | January 17, 2023 | |
| 4.1 | Description of Securities | * | ||||
| 4.2 | Specimen Ordinary Share Certificate of Taboola.com Ltd. | F-4 | 333-255684 | 4.5 | April 30, 2021 | |
| 4.3 | Specimen Warrant Certificate of Taboola.com Ltd. | F-4 | 333-255684 | 4.6 | April 30, 2021 | |
| 10.1†† | Form of Director and Officer Indemnification Agreement | F-4 | 333-255684 | 10.10 | April 30, 2021 | |
| 10.2†† | Compensation Policy for Officers and Directors | 20-F | 001-40566 | 4.5 | March 24, 2022 | |
| 10.3†† · Compensation Policy for Non-Employee Directors · * | ||||||
| 10.4†† | Form of 2021 Taboola.com Ltd. Share Incentive Plan | F-4 | 333-255684 | 10.8 | April 30, 2021 | |
| 10.5†† | Form of Taboola.com Ltd. Employee Stock Purchase Plan | F-4 | 333-255684 | 10.9 | April 30, 2021 | |
| 10.6† | Stock Purchase Agreement dated as of July 22, 2021, by and among Taboola Inc., Shop Management LLC, and for certain specified sections of the Purchase Agreement, Taboola.com Ltd. | F-1/A | 333-257879 | 2.3 | September 1, 2021 | |
| 10.7 | Amended and Restated Investors’ Rights Agreement, dated as of January 25, 2021, by and among Taboola.com Ltd. and certain shareholders of Taboola.com Ltd. | F-4 | 333-255684 | 4.10 | April 30, 2021 | |
| 10.8 | Registration Rights Agreement between Taboola.com Ltd. and Shop Management, LLC dated as of September 1, 2021 | 6-K | 001-40566 | 99.2 | September 1, 2021 | |
| 10.9 | Credit Agreement, dated as of September 1, 2021, by and among Taboola.com Ltd., Taboola, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 6-K | 001-40566 | 99.3 | September 1, 2021 | |
| 10.10† | Incremental Facility Amendment No. 1, dated as of August 9, 2022, by and among Taboola.com Ltd., Taboola, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | 6-K | 001-40566 | 99.1 | August 22, 2022 | |
| 10.11† | Amendment No. 2, dated as of June 12, 2023, to the Credit Agreement by and among Taboola.com Ltd., Taboola, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | 10-Q | 001-40566 | 10.2 | August 9, 2023 | |
| 10.12† | Omnibus Agreement, dated as of November 28, 2022, by and among Taboola.com Ltd., College Top Holdings, Inc., and Yahoo AdTech JV, LLC | 8-K | 001-40566 | 10.1 | January 17, 2023 | |
| 10.13† | Investor Rights Agreement, dated as of January 17, 2023 by and between Taboola.com Ltd. and College Top Holdings, Inc. | 8-K | 001-40566 | 10.2 | January 17, 2023 | |
| 10.14†† | Employment Agreement, dated April 20, 2017, by and between Taboola, Inc. and Adam Singolda | 10-K | 001-40566 | 10.12 | March 13, 2023 | |
| 10.15†† | Amendment to Compensation Package, dated June 1, 2023, by and between Taboola.com Ltd. and Adam Singolda | 10-Q | 001-40566 | 10.1 | August 9, 2023 | |
| 10.16#†† | Employment Agreement, dated August 31, 2012, by and between Taboola.com Ltd. and Eldad Maniv | 10-K | 001-40566 | 10.14 | March 13, 2023 | |
| 10.17†† | Amendment to Employment Agreement dated January 24, 2021 by and between Taboola.com Ltd. and Eldad Maniv | 10-K | 001-40566 | 10.15 | March 13, 2023 | |
| 10.18†† | Amendment and Restated Employment Agreement, dated January 1, 2011, by and between Taboola.com Ltd. and Lior Golan | 10-K | 001-40566 | 10.16 | March 13, 2023 | |
| 10.19†† | Amended and Restated Offer Letter, dated March 3, 2023 by and between Taboola, Inc. and Stephen Walker | 10-K | 001-40566 | 10.17 | March 13, 2023 | |
| 10.20†† | Offer Letter, dated September 4, 2019, by and between Taboola, Inc. and Kristy Sundjaja | 10-K | 001-40566 | 10.18 | March 13, 2023 | |
| 10.21†† · Form of Restricted Share Unit Grant Agreement under Taboola.com Ltd.’s 2021 Share Incentive Plan · * | ||||||
| 21 | Significant Subsidiaries of Taboola.com Ltd. | * | ||||
| 23 | Consent of Kost Forer Gabbay & Kasierer,a member of Ernst & Young Global, independent registered accounting firm for the Registrant. | * | ||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | * | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | * | ||||
| 32 | Section 1350 Certifications | * | ||||
| 97 | Policy for Recovery of Erroneously Awarded Compensation | * | ||||
| 101.INS · Inline XBRL Instance Document | ||||||
| 101.SCH · Inline XBRL Taxonomy Extension Schema Document | ||||||
| 101.CAL · Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||
| 101.DEF · Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||
| 101.LAB · Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||
| 101.PRE · Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |||||
- Filed herewith.
** Furnished herewith.
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
† Certain schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
†† Indicates a management contract or compensatory plan.
Certain agreements filed as exhibits to this Annual Report contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and that may not be reflected in such agreements. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements.
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