Taboolacom Ltd

Previous wording

Digital properties use our technology platforms to achieve their business goals, such as driving new audiences to their sites and apps, or increasing engagement on site — and we don’t charge them for these services. We also provide a meaningful monetization opportunity to digital properties by surfacing paid recommendations by Advertisers. Unlike walled gardens, we are a business-to-business, or B2B, company with no competing consumer interests. We only interact with consumers through our partners’ digital properties, hence we do not compete with our partners for user attention. Our motivations are aligned. When our partners win, we win, and we grow together.

Current wording

Taboola began operations in 2007 and our technology provides significant value to both digital property partners and Advertisers. Digital properties use our technology platforms to achieve their business goals, such as driving new audiences to their sites and apps, or increasing engagement on site. We also provide a meaningful monetization opportunity to digital properties by matching relevant advertising to their audience in real time. Unlike walled gardens, we are a business-to-business, or B2B, company with no competing consumer interests. We only interact with consumers through our partners’ digital properties, hence we do not compete with our partners for user attention. Our motivations are aligned. When our partners win, we win, and we grow together.

Previous wording

We empower Advertisers to leverage our proprietary AI-powered recommendation platform to reach targeted audiences utilizing effective, native ad formats across digital properties. We generate revenues primarily when people (consumers) click on, purchase from or, in some cases, view the ads that appear within our partners’ digital experiences via our recommendation platform. Advertisers pay us for those clicks, purchases or impressions, and we share the resulting revenue with the digital properties who display those ads and generate those clicks and downstream consumer actions.

Current wording

We generate revenues primarily when people (consumers) click on, purchase from or, in some cases, view the ads that appear within our partners’ digital experiences via our performance AI engine. Advertisers pay us for those clicks, purchases or impressions, and we share the resulting revenue with the digital properties who display those ads and generate those clicks and downstream consumer actions.

Previous wording

Our powerful recommendation platform was built to address a technology challenge of significant complexity: predicting which recommendations users would be interested in, without explicit intent data or social media profiles. Search advertising platforms have access, at a minimum, to users’ search queries which indicate intent, while social media advertising platforms have access to rich personal profiles created by users. In contrast, we base our recommendations on an extensive dataset of context and user behavior derived from the intersection of thousands of digital properties and millions of recommended items, including ads and editorial content.

Current wording

Our powerful performance AI engine was built to address a technology challenge of significant complexity: predicting which content, both advertisements and editorial, users would be interested in, without explicit intent data or social media profiles. Search advertising platforms have access, at a minimum, to users’ search queries which indicate intent, while social media advertising platforms have access to rich personal profiles created by users. We are the only independent performance platform that goes beyond search and social, and delivers outcomes at scale for advertisers, leveraging our unique supply, 1st-party data and AI technology.

Previous wording

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below andthose referred to in Part I, Item 1A,“Risk Factors.”

Current wording

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and those referred to in Part I, Item 1A,“Risk Factors.”

Previous wording

We engage with a diverse network of digital property partners, substantially all of which have contracts with us containing either an evergreen term or an exclusive partnership with us for multi-year terms at inception. These agreements typically require that our code be integrated on the digital property web page because of the nature of providing both editorial and paid recommendations. This means that in the vast majority of our business, we do not bid for ad placements, as traditionally happens in the advertising technology space, but rather see all users that visit the pages on which we appear. Due to our multi-year exclusive contracts and high retention rates, our supply is relatively consistent and predictable. We had approximately 12,000,15,000 and 16,000 digital property partners in the fourth quarter of 2023, 2022 and 2021, respectively. In 2023, we saw a decrease in the number of long-tail digital property partners on our network, partially due to our own efforts to clean up our network and reduce low performing networks. Despite the decrease in the number of digital property partners on the network, our overall volume of page views went up over 10% from Q4 2021 to Q4 2023, demonstrating that the decrease in the number of digital property partners in our network was driven by smaller digital property partners and more than offset by the addition of larger digital property partners.

Current wording

We engage with a diverse network of digital property partners, substantially all of which have contracts with us containing either an evergreen term or an exclusive partnership with us for multi-year terms at inception for their native advertising supply. These agreements typically require that our code be integrated on the digital property web page because of the nature of providing both editorial and paid recommendations. In the portion of our business that is tied to these native advertising supply partnerships. which currently accounts for the vast majority of our business, we do not bid for ad placements, as traditionally happens in the advertising technology space, but rather see all users that visit the pages on which we appear. Due to our multi-year exclusive contracts and high retention rates, our supply is relatively consistent and predictable. We had approximately 11,000, 12,000 and 15,000 digital property partners in the fourth quarter of 2024, 2023 and 2022, respectively.

Previous wording

We have a large network of Advertisers, across multiple verticals. We had approximately 17,000,18,000 and 15,000 Advertiser clients working with us directly, or through advertising agencies, worldwide during the fourth quarters of 2023,2022 and 2021, respectively. The decline from 2022 to 2023 was primarily drivenby a channel partner that had a large number of small advertisers that they reduced in 2023. A large portion of our revenue comes from Advertisers with specific performance goals, such as obtaining subscribers for email newsletters or acquiring leads for product offerings. These performance Advertisers use our service when they obtain a sufficient return on ad spend to justify their ad spend. We grow the revenue from performance Advertisers in three ways. First, we improve the performance of our network by developing new product features, improving our algorithms and optimizing our supply. Second, we secure increased budgets from existing Advertisers by offering new ad formats and helping them achieve additional goals. Third, we grow our overall Advertiser base by bringing on new Advertisers that we have not worked with previously.

Current wording

We have a large network of Advertisers that wish to achieve specific performance goals, such as obtaining subscribers for email newsletters or acquiring leads for product offerings, across multiple verticals. As we look at growing our advertiser client base, we want to grow the number of advertisers that spend with us at scale. We define a Scaled Advertiser as an Advertiser that has more than $100,000 of cumulative gross spend on the network on a trailing four quarter basis. We had approximately 2,100, 1,800 and 1,800 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the fourth quarters of 2024, 2023 and 2022, respectively. In an effort to also measure how we are growing our advertising spend with each Scaled Advertiser, we have introduced an Average Revenue per Scaled Advertiser performance measure. Average Revenue per Scaled Advertiser is calculated as the aggregate cumulative gross spend of all Scaled Advertisers for a given period divided by the number of Scaled Advertisers for that period. The Average Revenue per Scaled Advertiser was approximately $199,000, $198,000 and $175,000 during the fourth quarters of 2024, 2023 and 2022, respectively. A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 85%, 83% and 82% of our Revenues for the fourth quarters of 2024, 2023 and 2022, respectively. These performance Advertisers use our service when they obtain a sufficient return on ad spend to justify their ad spend. We grow the revenue from performance Advertisers in three ways. First, we improve the performance of our network by developing new product features, improving our algorithms and optimizing our supply. Second, we secure increased budgets from existing Advertisers by offering new ad formats and helping them achieve additional goals. Third, we grow our overall Advertiser base by bringing on new Advertisers that we have not worked with previously.

Previous wording

We calculate ex-TAC Gross Profit as gross profit adjusted to add back other cost of revenues.

Current wording

We calculate ex-TAC Gross Profit as gross profit adjusted to add back other cost of revenues and non-cash amortization of the Commercial agreement asset. We add back the non-cash amortization of the Commercial agreement asset because it is unique primarily due to the issuance of equity rather than cash, such that ex-TAC Gross Profit includes solely direct cash contribution components.

Previous wording

We calculate Adjusted EBITDA as net income (loss) before finance income (expenses), net, income tax expenses, depreciation and amortization, further adjusted to exclude share-based compensation including Connexity holdback compensation expenses and other noteworthy income and expense items such as M&A costs and restructuring costs which may vary from period-to-period.

Current wording

We calculate Adjusted EBITDA as net income (loss) before finance income (expenses), net, income tax expenses, depreciation and amortization and non-cash amortization of the Commercial agreement asset, further adjusted to exclude share-based compensation including Connexity holdback compensation expenses and other noteworthy income and expense items such as M&A costs and restructuring costs which may vary from period-to-period.

Previous wording

We believe that Adjusted EBITDA is useful because it allows us and others to measure our performance without regard to items such as share-based compensation expense, depreciation and amortization, and interest expense and other items that can vary substantially depending on our financing and capital structure, and the method by which assets are acquired. We use Adjusted EBITDA and GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors. We may also use Adjusted EBITDA as a metric for determining payment of cash or other incentive compensation.

Current wording

We believe that Adjusted EBITDA is useful because it allows us and others to measure our performance without regard to items such as share-based compensation expense, depreciation and amortization, non-cash amortization of the Commercial agreement asset, and interest expense and other items that can vary substantially depending on our financing and capital structure, and the method by which assets are acquired. We use Adjusted EBITDA and GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors. We may also use Adjusted EBITDA as a metric for determining payment of cash or other incentive compensation.

Previous wording

We calculate Non-GAAP Net Income (Loss) as net income (loss) adjusted to exclude revaluation of our Warrants liability, share-based compensation expense including Connexity holdback compensation expenses, M&A costs and amortization of acquired intangible assets, foreign currency exchange rate gains (losses), net, and other noteworthy items that change from period to period and related tax effects.

Current wording

We calculate Non-GAAP Net Income (Loss) as net income (loss) adjusted to exclude revaluation of our Warrants liability, share-based compensation expense including Connexity holdback compensation expenses, M&A costs and amortization of acquired intangible assets and the non-cash based Commercial agreement asset, foreign currency exchange rate gains (losses), net, and other noteworthy items that change from period to period and related tax effects.

Previous wording

We believe that Non-GAAP Net Income (Loss) is useful because it allows us and others to measure our operating performance and trends without regard to items such as the revaluation of our Warrants liability, share-based compensation expense, cash and non-cash M&A costs including amortization of acquired intangible assets, foreign currency exchange rate (gains) losses, net and other noteworthy items that change from period to period and related tax effects. These items can vary substantially depending on our share price, acquisition activity, the method by which assets are acquired and other factors.

Current wording

We believe that Non-GAAP Net Income (Loss) is useful because it allows us and others to measure our operating performance and trends without regard to items such as the revaluation of our Warrants liability, share-based compensation expense, cash and non-cash M&A costs including amortization of acquired intangible assets and the non-cash based Commercial agreement asset, foreign currency exchange rate (gains) losses, net and other noteworthy items that change from period to period and related tax effects. These items can vary substantially depending on our share price, acquisition activity, the method by which assets are acquired and other factors.

Previous wording

Traffic acquisition cost, or TAC, consists primarily of cost related to digital property compensation for placing our platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Traffic acquisition cost also includes up-front payments, incentive payments, or bonuses paid to the digital property partners, which are amortized over the shorter of respective contractual terms and the economic benefit period of the digital property arrangement. For the majority of our digital properties partners, we have two primary compensation models for digital properties. The most common model is a revenue share model. In this model, we agree to pay a percentage of our revenue generated from advertisements placed on the digital properties. The second model includes guarantees. Under this model, we pay the greater of a percentage of the revenue generated or a committed guaranteed amount per thousand page views (“Minimum guarantee model”). Actual compensation is settled on a monthly basis. Expenses under both the revenue share model as well as the Minimum guarantee model are recorded as incurred, based on actual revenues generated by us at the respective month.

Current wording

Traffic acquisition cost, or TAC, consists primarily of cost related to digital property compensation for placing our platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Traffic acquisition cost also includes up-front payments, incentive payments, or bonuses paid to the digital property partners and the amortization of the non-cash based Commercial agreement asset (see Note 1b of Notes to the Consolidated Financial Statements in this Annual Report), which are amortized over the shorter of respective contractual terms and the economic benefit period of the digital property arrangement. For the majority of our digital properties partners, we have two primary compensation models for digital properties. The most common model is a revenue share model. In this model, we agree to pay a percentage of our revenue generated from advertisements placed on the digital properties. The second model includes guarantees. Under this model, we pay the greater of a percentage of the revenue generated or a committed guaranteed amount per thousand page views (“Minimum guarantee model”). Actual compensation is settled on a monthly basis. Expenses under both the revenue share model as well as the Minimum guarantee model are recorded as incurred, based on actual revenues generated by us at the respective month.

Previous wording

General and administrative expenses consist of payroll and other personnel related costs, including salaries, share-based compensation, employee benefits and expenses for executive management, legal, finance and others. In addition, general and administrative expenses include fees for professional services and occupancy costs. We expect our general and administrative expense to increase as we scale up headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Current wording

General and administrative expenses consist of payroll and other personnel related costs, including salaries, share-based compensation, employee benefits and expenses for executive management, legal, finance and others. In addition, general and administrative expenses include fees for professional services and occupancy costs. We expect our general and administrative expenses to remain relatively flat in 2025.

Previous wording

Pursuant to the Israeli Law for Encouragement of Capital Investments-1959 (the “Investments Law”) and its various amendments, under which we have been granted “Privileged Enterprise” status, we were granted a tax exemption status for the years 2018 and 2019.

Current wording

Pursuant to the Israeli Law for Encouragement of Capital Investments-1959 (the “Investments Law”) and its various amendments, under which we have been granted “Beneficiary Enterprise” status, we were granted a tax exemption status for the years 2018 and 2019.

Previous wording

As of December 31, 2023, we have an accumulated tax loss carry-forward of approximately $64.1 million in Israel and $1.5 million federal tax in the U.S. Those tax losses can be offset indefinitely. Non-Israeli subsidiaries are taxed according to the tax laws in their respective jurisdictions.

Current wording

As of December 31, 2024, we have an accumulated tax loss carry-forward of approximately $23.8 million in Israel and $1.4 million federal tax in the U.S. Those tax losses can be offset indefinitely. Non-Israeli subsidiaries are taxed according to the tax laws in their respective jurisdictions.

Previous wording

Revenues increased by $38.5 million, or 2.8%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. New digital property partners contributed approximately $221.6 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network. Existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by the partners when they are first on-boarded) decreased by approximately $183.0 million. This decrease was primarily driven by a decline in advertiser rates during 2022, partially mitigated by growth in our Taboola News and eCommerce businesses.

Current wording

Revenues increased by $326.5 million, or 22.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. New digital property partners contributed approximately $291.7 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network, a majority of which is related to Yahoo supply. Existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by the partners when they are first on-boarded) increased by approximately $34.8 million. This increase was primarily driven by continued growth on Yahoo supply partially mitigated by lower advertiser rates on existing digital property partners due to spend being served on new Yahoo supply added to the network.

Previous wording

Cost of revenues increased by $77.2 million, or 8.2%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. Most of the increase in Cost of revenues was driven by Traffic acquisition cost, which increased by $72.4 million, or 8.7%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 19% and 10% for the years ended December 31, 2023 and December 31, 2022, respectively.

Current wording

Cost of revenues increased by $217.9 million, or 21.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Most of the increase in Cost of revenues was driven by Traffic acquisition cost, which increased by $197.7 million, or 21.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 18% and 19% for the years ended December 31, 2024 and December 31, 2023, respectively.

Previous wording

Research and development expenses increased by $7.0 million, or 5.4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily attributable to an increase of $4.9 million in employee and subcontractors related costs and an increase of $2.2 million in servers and software related cost.

Current wording

Research and development expenses increased by$6.2 million, or 4.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributable to an increase of$4.4 million in employee and subcontractor headcount and related costs, including share-based compensation expenses, reflecting our continued effort to enhance our product offerings and a$1.7 million increase in depreciation expenses.

Previous wording

Sales and marketing expenses decreased by $0.5 million, or 0.2%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease is mainly attributed to a decrease of $6.2 million in share-based compensation expenses, decrease of $2.5 million in sales and marketing events costs and a decrease of $1.5 million in professional fees, partially offset by an increase of $8.6 million in employee and subcontractors related costs and an increase of $2.1 million in travel and rent expenses.

Current wording

General and administrative expenses decreased by$9.4 million, or 8.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributed to a decrease of$2.3 million in insurance expenses in connection with the Yahoo partnership, a decrease of$2.4 million in credit losses expenses and a decrease of$6.1 million in employee and subcontractors related costs, including share-based compensation expenses, and, partially offset by an increase of $1.0 million in depreciation expenses.

Previous wording

Finance income (expenses), net decreased by $22.0 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, mainly attributable to $23.8 million Warrants liability devaluation, recorded in the year ended December 31, 2022, partially offset by a decrease of $2.3 million in interest expenses.

Current wording

Finance expenses, net decreased by$0.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, mainly attributable to $2.1 million Warrants liability revaluation and $5.3 million decrease in interest expense due to the voluntary repayments of a portion of the long-term loan in 2024 and lower average interest rates, partially offset by an increase of $6.6 million in Foreign currency exchange rate gains, net.

Previous wording

Income (loss) before income taxes decreased by $72.1 million, for the year ended December 31, 2023 compared to the year ended December 31, 2022, as a result of the factors described above.

Current wording

Income (loss) before income taxes increased by$90.5 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023, as a result of the factors described above.

Previous wording

Our primary cash needs are for working capital, personnel costs, contractual obligations, including payments to digital property partners, office leases and software and information technology costs, capital expenditures for servers and capitalized software development, payment of interest and required principal payments on our long-term loan and other commitments. We fund these cash needs primarily from cash generated from operations, as well as from cash and cash equivalents on our balance sheet when required. We generated cash from operations for the years ended December 31,2023, 2022, and 2021 of $84.4 million, $53.5 million, and $63.5 million, respectively.

Current wording

Our primary cash needs are for working capital, personnel costs, contractual obligations, including payments to digital property partners, office leases and software and information technology costs, capital expenditures for servers and capitalized software development, payment of interest and required principal payments on our long-term loan and other commitments. We fund these cash needs primarily from cash generated from operations, as well as from cash and cash equivalents on our balance sheet when required. We generated cash from operations for the years ended December 31, 2024, 2023, and 2022 of $184.3 million, $84.4 million, and $53.5 million, respectively.

Previous wording

Aspart of our growth strategy, we have made and expect to continue to make significant investments in research and development and in our technology platform. We also plan to selectively consider possible future acquisitions that areattractive opportunities we deem strategic and value-enhancing. To fund our growth, depending on the magnitude and timing of our growth investments and the size and structure of any possible future acquisition, we may supplement our available cash from operations with issuances of equity or debt securities and/or make other borrowings, which could be material.

Current wording

As part of our growth strategy, we have made and expect to continue to make significant investments in research and development and in our technology platform. We also plan to selectively consider possible future acquisitions that are attractive opportunities we deem strategic and value-enhancing. To fund our growth, depending on the magnitude and timing of our growth investments and the size and structure of any possible future acquisition, we may supplement our available cash from operations with issuances of equity or debt securities and/or make other borrowings, which could be material.

Previous wording

As of December 31, 2023 and 2022, we had $181.8 million and$262.8 million of cash, cash equivalents and short-term investments, respectively, and $5.7 million and$4.8 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments. Cash and cash equivalents consist of cash in banks and highly liquid marketable securities investments and money market account and funds, with an original maturity of three months or less at the date of purchase and are readily convertible to known amounts of cash. Short-term investments generally consist of U.S. government treasuries, commercial paper, corporate debt securities, and U.S. agency bonds.

Current wording

As of December 31, 2024 and 2023, we had $230.4 million and $181.8 million of cash, cash equivalents and short-term investments, respectively, and $1.7 million and $5.7 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments. Cash and cash equivalents consist of cash in banks and highly liquid marketable securities investments and money market account and funds, with an original maturity of three months or less at the date of purchase and are readily convertible to known amounts of cash. Short-term investments generally consist of U.S. government treasuries, commercial paper, corporate debt securities, and U.S. agency bonds.

Previous wording

In the years ended December 31, 2023 and 2022 we voluntarily prepaid the principal amount of debt outstanding under our long-term loan of $79.3 million and $61.3 million, respectively. We will consider the repurchase and retirement of additional debt based on, among other factors, our working capital and capital expenditures needs, liquidity position and possible alternative uses of cash.

Current wording

In the years ended December 31, 2024 and 2023 we voluntarily prepaid the principal amount of debt outstanding under our long-term loan of $30.0 million and $79.3 million, respectively. We will consider the repurchase and retirement of additional debt based on, among other factors, our working capital and capital expenditures needs, liquidity position and possible alternative uses of cash.

Previous wording

As of December 31, 2023, the remaining future principal payments related to our long-term loan, following the prepayment, were $152.7 million.

Current wording

As of December 31, 2024, the outstanding principal amount related to our long-term loan, following the voluntary prepayments, was $122.7 million.

Previous wording

In May 2023, our board of directors authorized a share buyback program for the repurchase of up to $40.0 million of the Company’s outstanding Ordinary shares, with no expiration date (the “Buyback Program”). In November 2023, our board of directors authorized up to an additional $40.0 million of buybacks under the Buyback Program. 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 intended to comply with Rule 10b5-1, at the discretion of our management and as permitted by securities laws and other legal requirements, including Rule 10b-18 of the Exchange Act. The Buyback Program does not obligate the Company to repurchase any specific number of shares and may be discontinued, modified or suspended at any time.

Current wording

In May 2023, our Board authorized a share buyback program for the repurchase of up to $40.0 million of the Company’s outstanding Shares, with no expiration date (the “Buyback Program”). In November 2023, our Board authorized up to an additional $40.0 million of buybacks under the Buyback Program and in February 2024, the Board authorized up to $100.0 million for use under the Buyback Program, including any remaining authority from the November 2023 Board authorization. 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 intended to comply with Rule 10b5-1, at the discretion of our management and as permitted by securities laws and other legal requirements, including Rule 10b-18 of the Exchange Act. The Buyback Program does not obligate the Company to repurchase any specific number of shares and may be discontinued, modified or suspended at any time.

Previous wording

The Buyback Program commenced in June 2023 and during the year ended December 31, 2023, we repurchased 15.2 million Ordinary shares at an average price of $3.62 per share (excluding broker and transaction fees of $0.4 million). As of December 31, 2023 the Company had remaining authorization to repurchase shares up to an aggregate amount of $24.9 million, which has been mostly utilized subsequent to the balance sheet date.

Current wording

During the year ended December 31, 2024, we repurchased 18.3 million Shares, consisting of 17.3 million Ordinary shares, and 1.0 million Non-voting Ordinary shares (see Note 18) at an average price of $4.06 per share (excluding broker and transaction fees of $0.4 million). As of December 31, 2024 the Company had remaining authorization to repurchase shares up to an aggregate amount of $45.6 million.

Previous wording

Our future capital requirements and the adequacy of available funds will depend on many factors, including the risks and uncertaintiesset forth under Part I, Item 1A,“Risk Factors.”

Current wording

Our future capital requirements and the adequacy of available funds will depend on many factors, including the risks and uncertainties set forth under Part I, Item 1A, “Risk Factors.”

Previous wording

During the year ended December 31, 2022, Net cash provided by operating activities of $53.5 millionwas related to our net loss of $12.0 million adjusted by positive adjustments of non-cash charges of $147.5 million and net cash outflows of $82.0 million provided by changes in working capital.

Current wording

During the year ended December 31, 2024, Net cash provided by operating activities of $184.3 million was related to our net loss of $(3.8) million adjusted by positive adjustments of non-cash charges of $173.6 million and net cash inflows of $14.5 million provided by changes in working capital.

Previous wording

The $147.5 million of non-cash charges primarily consisted of depreciation and amortization of $91.2 million and share-based compensation expense related to vested equity awards of $74.9 million, partially offset by $24.5 million of Warrants liability devaluation.

Current wording

The $173.6 million of non-cash charges primarily consisted of depreciation and amortization of $100.9 million and share-based compensation expense related to vested equity awards of $67.1 million, partially offset by $2.8 million of Warrants liability devaluation.

Previous wording

The $82.0 million decrease in cash resulting from changes in working capital primarily consisted of a $21.9 million decrease in accrued expenses and other current liabilities and other long-term liabilities, $17.3 million decrease in deferred taxes, net, $16.8 million decrease in trade payables, $11.2 million increase in trade receivables and $10.8 million increase in prepaid expenses and other current assets and long-term prepaid expenses.

Current wording

The $14.5 million increase in cash resulting from changes in working capital primarily consisted of a $25.9 million increase in trade payables, $35.6 million increase in accrued expenses and other current liabilities and other long-term liabilities and $28.7 million decrease in prepaid expenses and other current assets and long-term prepaid expenses, partially offset by a $63.8 million increase in trade receivables, net and $9.3 million decrease in deferred taxes, net.

Previous wording

During the year ended December 31, 2023, Net cash provided by operating activities of $84.4 million was related to our net loss of $82.0 million adjusted by positive adjustments of non-cash charges of $161.7 million and net cash inflows of $4.7 million provided by changes in working capital.

Current wording

During the year ended December 31, 2023 Net cash provided by operating activities of $84.4 million was related to our net loss of $82.0 million adjusted by positive adjustments of non-cash charges of $161.7 million and net cash outflows of $4.7 million provided by changes in working capital.

Previous wording

During the year ended December 31, 2022, Net cash used for investing activities was $139.6 million, primarily consisting of $126.4 million purchase of short-term investments, $34.9 million purchase of property and equipment, including capitalized internal-use software and $8.0 million cash paid in connection with acquisitions, net of cash acquired, partially offset by $29.6 million proceeds from maturities of short-term investments.

Current wording

During the year ended December 31, 2024, Net cash used by investing activities was $30.1 million, primarily consisting of $35.2 million purchase of property and equipment, including capitalized internal-use software , partially offset by $5.8 million proceeds from maturities of short-term investments.

Previous wording

During the year ended December 31, 2022, Net cash used in financing activities was $62.9 million, primarily consisting of $64.3 million repayment of our long-term loan and $5.8 million payments of tax withholdings for share-based compensation expenses partially offset by $8.4 million received from exercised options and vested RSUs.

Current wording

During the year ended December 31, 2024, Net cash used in financing activities was $100.0 million, primarily consisting of $73.6 million repurchase of Shares and a $30.0 million voluntary prepayment of our long-term loan, partially offset by $7.6 million received from exercised options.

Previous wording

During the year ended December 31, 2023, Net cash used in financing activities was $134.6 million, primarily consisting of $82.3 million repayment of our long-term loan and $55.5 million repurchase of Ordinary shares, partially offset by $7.0 million received from exercised options and vested RSUs.

Current wording

During the year ended December 31, 2023, Net cash used in financing activities was $134.6 million, primarily consisting of $82.3 million in repayments of our long-term loan and $55.5 million in repurchases of Ordinary shares, partially offset by $7.0 million received from exercised options.

Previous wording

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. The table above does not reflect any reduction for prepaid obligations as of December 31, 2023. As of December 31, 2023, we have a provision related to unrecognized tax benefit liabilities totaling $8.2 million and other provisions related to severance pay and contribution plans, which have been excluded from the table above as we do not believe it is practicable to make reliable estimates of the periods in which payments for these obligations will be made.

Current wording

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. The table above does not reflect any reduction for prepaid obligations as of December 31, 2024. As of December 31, 2024, we have a provision related to unrecognized tax benefit liabilities totaling $10.2 million and other provisions related to severance pay and contribution plans, which have been excluded from the table above as we do not believe it is practicable to make reliable estimates of the periods in which payments for these obligations will be made.