This Annual Report contains estimates and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Annual Report other than statements of historical fact, including, without limitation, statements regarding our future results of operations and financial position, growth strategy and plans and objectives of management for future operations, including, among others, expansion in new and existing markets, and introduction of and potential benefits from our demand generation strategies, are forward-looking statements. as the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are contained principally in the sections entitled Item 3.D. “Key Information-Risk Factors,” Item 4. “Information on the Company,” and Item 5. “Operating and Financial Review and Prospects.”
Our estimates and forward-looking statements are based on our current expectations and estimates of future events and trends which affect or may affect our business, operations and industry. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties including, but not limited to, the risks described in Item 3.D “Key Information-Risk Factors” and elsewhere in this Annual Report.
You should not rely on forward-looking statements as predictions of future events. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. We may also provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes, even if we use language of “materiality” or similar, including information that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.
The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
SUMMARY OF RISK FACTORS
Our business is subject to numerous risks and uncertainties, including those described in Item 3. “Key Information - D. Risk Factors.” You should carefully consider these risks and uncertainties when investing in our ordinary shares. Principal risks and uncertainties affecting our business include the following:
| • | our rapid growth and growth rates in recent periods may not be indicative of future growth; |
| • | our ability to retain existing, and attract new, merchants; |
| • | our ability to anticipate merchant needs or develop or integrate new functionality or enhance our existing platforms to meet those needs; |
| • | the impact of imposed tariffs or other trade regulations on our business and financial results; |
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| • | our ability to implement and use artificial intelligence and machine learning technologies successfully; |
| • | our ability to compete in our industry; |
| • | our reliance on third-parties, including our ability to realize the benefits of any strategic alliances, joint ventures, or partnership arrangements and to integrate our platforms with third-party platforms; |
| • | our ability to adapt our platform and services for the Shopify platforms; |
| • | our ability to develop or maintain the functionality of our platforms, including real or perceived errors, failures, vulnerabilities, or bugs in our platforms; |
| • | our history of net losses; |
| • | our ability to manage our growth and manage expansion into additional markets and the introduction of new platforms and offerings; |
| • | our ability to accommodate increased volumes during peak seasons and events; |
| • | our ability to effectively expand our marketing and sales capabilities; |
| • | our expectations regarding our revenue, expenses and operations; |
| • | our ability to operate internationally; |
| • | our reliance on third-party services, including third-party providers of cross-docking services and third-party data centers, in our platforms and services and harm to our reputation by our merchants’ or third-party service providers’ unethical business practices; |
| • | our operation as a merchant of record for sales conducted using our platform; |
| • | regulatory requirements and additional fees related to payment transactions through our e-commerce platforms could be costly and difficult to comply with; |
| • | compliance and third-party risks related to anti-money laundering, anti-corruption, anti-bribery, regulations, economic sanctions and export control laws and import regulations and restrictions; |
| • | our business’s reliance on the personal importation model; |
| • | our ability to securely store personal information of merchants and shoppers; |
| • | increases in shipping rates; |
| • | fluctuations in the exchange rate of foreign currencies has impacted and could continue to impact our results of operations; |
| • | our ability to offer high quality support; |
| • | our ability to expand the number of merchants using our platforms and increase our GMV and to enhance our reputation and awareness of our platforms; |
| • | our ability to adapt to emerging or evolving regulatory developments, changing laws, regulations, standards and technological changes related to privacy, data protection, data security and machine learning technology and generative artificial intelligence evolves; |
| • | our role in the fulfilment chain of the merchants, which may cause third parties to confuse us with the merchants; |
| • | our ability to establish and protect intellectual property rights; and our use of open-source software which may pose particular risks to our proprietary software technologies; |
| • | our dependency on our executive officers and other key employees and our ability to hire and retain skilled key personnel, including our ability to enforce non-compete agreements we enter into with our employees; |
| • | litigation for a variety of claims which we may be subject to; |
| • | the adoption by merchants of a D2C model; |
| • | our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing; |
| • | our ability to maintain our corporate culture; |
| • | our ability to maintain an effective system of disclosure controls and internal control over financial reporting; |
| • | our ability to accurately estimate judgments relating to our critical accounting policies; |
| • | changes in tax laws or regulations to which we are subject, including the enactment of legislation implementing changes in taxation of international business activities and the adoption of other corporate tax reform policies; |
| • | requirements to collect sales or other taxes relating to the use of our platforms and services in jurisdictions where we have not historically done so; |
| • | global events or conditions in individual markets such as financial and credit market fluctuations, war, climate change, and macroeconomic events; |
| • | risks relating to our ordinary shares, including our share price, the concentration of our share ownership with insiders, our status as a foreign private issuer, provisions of Israeli law and our amended and restated articles of association and actions of activist shareholders; |
| • | risks related to our incorporation and location in Israel, including risks related to the ongoing war and related hostilities; and |
| • | other statements described in this Annual Report under “Risk Factors,” “Operating and Financial Review and Prospects,” and “Business.” |
