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Taboolacom Ltd

For the period ended Dec 31, 2023. Filed Feb 28, 2024.

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About this filing

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

TBLA$2.02-6.0%Stored close · as of Nov 10, 2026

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Contents

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:

  1. Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 1281)83
Consolidated Balance Sheets85
Consolidated Statements of Income (Loss)86
Consolidated Statements of Comprehensive Income (Loss)87
Consolidated Statements of Convertible Preferred Shares and Shareholders’ Equity88
Consolidated Statements of Cash Flows89
Notes to the Consolidated Financial Statements91
  1. 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.

  2. Exhibits

Exhibit Index

Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled /Furnished Herewith
3.1Articles of Association of Taboola.com Ltd. as Amended on December 30, 20228-K001-405663.1January 17, 2023
4.1Description of Securities*
4.2Specimen Ordinary Share Certificate of Taboola.com Ltd.F-4333-2556844.5April 30, 2021
4.3Specimen Warrant Certificate of Taboola.com Ltd.F-4333-2556844.6April 30, 2021
10.1††Form of Director and Officer Indemnification AgreementF-4333-25568410.10April 30, 2021
10.2††Compensation Policy for Officers and Directors20-F001-405664.5March 24, 2022
10.3†† · Compensation Policy for Non-Employee Directors · *
10.4††Form of 2021 Taboola.com Ltd. Share Incentive PlanF-4333-25568410.8April 30, 2021
10.5††Form of Taboola.com Ltd. Employee Stock Purchase PlanF-4333-25568410.9April 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/A333-2578792.3September 1, 2021
10.7Amended 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-4333-2556844.10April 30, 2021
10.8Registration Rights Agreement between Taboola.com Ltd. and Shop Management, LLC dated as of September 1, 20216-K001-4056699.2September 1, 2021
10.9Credit 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-K001-4056699.3September 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 agent6-K001-4056699.1August 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 agent10-Q001-4056610.2August 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, LLC8-K001-4056610.1January 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-K001-4056610.2January 17, 2023
10.14††Employment Agreement, dated April 20, 2017, by and between Taboola, Inc. and Adam Singolda10-K001-4056610.12March 13, 2023
10.15††Amendment to Compensation Package, dated June 1, 2023, by and between Taboola.com Ltd. and Adam Singolda10-Q001-4056610.1August 9, 2023
10.16#††Employment Agreement, dated August 31, 2012, by and between Taboola.com Ltd. and Eldad Maniv10-K001-4056610.14March 13, 2023
10.17††Amendment to Employment Agreement dated January 24, 2021 by and between Taboola.com Ltd. and Eldad Maniv10-K001-4056610.15March 13, 2023
10.18††Amendment and Restated Employment Agreement, dated January 1, 2011, by and between Taboola.com Ltd. and Lior Golan10-K001-4056610.16March 13, 2023
10.19††Amended and Restated Offer Letter, dated March 3, 2023 by and between Taboola, Inc. and Stephen Walker10-K001-4056610.17March 13, 2023
10.20††Offer Letter, dated September 4, 2019, by and between Taboola, Inc. and Kristy Sundjaja10-K001-4056610.18March 13, 2023
10.21†† · Form of Restricted Share Unit Grant Agreement under Taboola.com Ltd.’s 2021 Share Incentive Plan · *
21Significant Subsidiaries of Taboola.com Ltd.*
23Consent of Kost Forer Gabbay & Kasierer,a member of Ernst & Young Global, independent registered accounting firm for the Registrant.*
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
32Section 1350 Certifications*
97Policy 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
104Cover 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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