8-K - TBLA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 10, 2023

TABOOLA.COM LTD.

(Exact name of registrant as specified in its charter)

Israel	001-40566	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

16 Madison Square West

7th Floor

New York, NY 10010

(Address of principal executive offices, including zip code)

212-206-7633

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, no par value	TBLA	The Nasdaq Global Market
Warrants to purchase ordinary shares	TBLAW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.	Results of Operations and Financial Condition.

On May 10, 2023, Taboola.com Ltd. (the “Company” or “Taboola”) issued a press release announcing the Company’s financial results for the first quarter of 2023. That press release is furnished herewith as Exhibit 99.1 and is

    incorporated herein by reference.

Item 7.01.	Regulation FD Disclosure.

On May 10, 2023, the Company made available a shareholder letter, investor presentation and prepared remarks from its Chief Executive Officer and Chief Financial Officer which provide highlights of the Company’s first quarter of 2023 financial results and related information, which is being made available in connection with the May 10, 2023 earnings conference call. A copy of the shareholder letter, investor presentation and prepared remarks are furnished herewith as Exhibits 99.2, 99.3 and 99.4, respectively and are incorporated herein by reference.

The information furnished with this Form 8-K, including Exhibits 99.1, 99.2, 99.3 and 99.4 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.	Financial Statement and Exhibits.
(d)	Exhibits
---	---

TABLE OF CONTENTS

Exhibit No.	Description
99.1	Press Release dated May 10, 2023
99.2	Letter to Shareholders dated May 10, 2023
99.3	Investor Presentation dated May 10, 2023
99.4	Prepared Remarks dated May 10, 2023
104	Cover page of this Current Report on Form 8-K formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TABOOLA.COM LTD.
	By:	/s/ Stephen Walker
		Name:	Stephen Walker
		Title:	Chief Financial Officer
Date: May 10, 2023

Exhibit 99.1

Taboola Beats Guidance in Q1 On All Metrics; Raises Mid-point for 2023; Announcing Up to $40M Buyback and $50M Debt Repayment

-	Q1 2023 Revenues of $327.7M, Gross Profit of $89.6M, ex-TAC Gross Profit of $115.7M, Net loss of $31.3M and Adjusted EBITDA of $10.1M, exceeding the high end of all guidance<br> metrics.
-	Net cash provided by operating activities of $17.5M and Free Cash Flow in Q1 2023 of $11.2M after net publisher prepayments of ($3.9M)** and $5.1M in cash interest payments.
---	---
-	Announcing share buyback program of up to $40M in 2023. Repaid $30M of long-term debt in April (totaling $91M since Q4 2022)<br> and expect to continue to repay debt up to an additional $50M this year.
---	---
-	Updated 2023 guidance raises the mid-point: Revenues of $1,427M - $1,469M, Gross Profit of $418M - $436M, ex-TAC Gross Profit of $529M - $546M, Adjusted EBITDA of $65M - $80M.<br> Positive Free Cash Flow.
---	---
-	2024 guidance assumes investments will begin to pay off: at least $200M Adjusted EBITDA, at least $100M Free Cash Flow.
---	---

New York, NY, May 10, 2023 -- Taboola (Nasdaq: TBLA), a global leader in powering recommendations for the open web, helping people discover things they may like, today announced its results for the quarter ended March 31, 2023.

“We had a strong performance in Q1, beating the high end of our guidance across all metrics. This was primarily driven by the core business tracking ahead of our expectations, helped by key publisher partners like Condé Nast, Univision, The Blaze, Kicker in Germany and others along with continued strength from eCommerce. We’re also seeing Taboola News outperforming our internal expectations,” said Adam Singolda, CEO and Founder, Taboola.

“From where we are now, we are hyper focused on what we need to do to execute on our objectives and mission. Once the Yahoo integration is 100% live we expect to be at a $2.5B revenue run-rate. This will still be a small portion of the $70B Open Web market, so there remains a lot of growth for us to capture. To do that we are laser focused on four company priorities - performance advertising, ecommerce, bidding, and Yahoo. We have all we need to execute and generate our financial objectives. These are times to remain focused, stay very close to our partners and customers, and execute - that’s all we care about now,” continued Singolda.

For more commentary on the quarter, please refer to Taboola’s Q1 2023 Shareholder Letter, which was furnished to the SEC and also posted on Taboola’s website today at https://investors.taboola.com.

First Quarter Results Summary

(dollars in millions, except per share data)	Three months ended<br><br> <br>March 31,
	2023			2022			% change
	Unaudited						YoY			Guidance
Revenues	$	327.7		$	354.7			(7.6	%)	$	299 - 325
Gross profit	$	89.6		$	112.0			(20.0	%)	$	76 - 88
Net income (loss)	$	(31.3	)	$	3.9		NM
EPS diluted (1)	$	(0.09	)	$	0.01		NM
Ratio of net income (loss) to gross profit		(35.0	%)		3.5	%		—
Cash flow provided by operating activities	$	17.5		$	8.1			115.7	%
Cash, cash equivalents, short-term deposits and investments	$	274.4		$	318.0			(13.7	%)
Non-GAAP Financial Data*
ex-TAC Gross Profit	$	115.7		$	138.2			(16.3	%)	$	103 - 115
Adjusted EBITDA	$	10.1		$	34.9			(71.0	%)		(6) - 6
Non-GAAP Net Income (Loss) (2)	$	(4.1	)	$	22.1			(118.6	%)		(23) - (11
Ratio of Adjusted EBITDA to ex-TAC Gross Profit		8.7	%		25.2	%		—
Free Cash Flow	$	11.2		$	1.2			815.2	%

All values are in US Dollars.

^1^The weighted-average shares used in the computation of the diluted EPS for the three months ended March 31, 2023 and 2022 are 333,424,276 and 260,036,934, respectively.

^2^Three months ended March 31, 2022 have been adjusted to exclude the impact of foreign currency exchange rates to be consistent with current period presentation.

Business Highlights for Q1 2023

○	Revenue from new publisher partners continues to be an area of strength - Publisher wins from competitors included L’Express, Condé Nast, Kicker, Funke, and DuMont.
○	Renewed relationships with many well-known publishers including Sinclair, Advance Local, O Dia, Slate France, and Seven West Media.
---	---
○	Received approval from Israeli regulators to finalize the Yahoo deal; transitioned into the next phase of integration, the build and test phase.
---	---

○	Launched TIME and Advance Local on Taboola Turnkey Commerce, publishing over 100 finance articles on TIME with subsequent launch of the TIME eCommerce section in May.
○	Further deployed AI to enhance our Life Time Value (LTV) vision, a holistic approach that enhances publisher revenue and empowers diversification of channels (eCommerce, subscription, native,<br> bidding and video).
---	---
○	Continued to see eCommerce strength in the bottom of funnel channel from key partners such as Walmart, Wayfair, and Macy’s.
---	---
○	Rolled out Generative AI in beta form on Taboola Ads which suggests data-driven titles and thumbnails to creatives, accelerating the speed and efficiency of launching campaigns.
---	---

Second Quarter and Full Year 2023 Guidance

For the Second Quarter and Full Year 2023, the Company currently expects:

	Q2 2023<br><br> <br>Guidance	FY 2023<br><br> <br>Guidance
	Unaudited
	(dollars in millions)
Revenues	$296 - $322	$1,427 - $1,469
Gross profit	$78 - $88	$418 - $436
ex-TAC Gross Profit*	$105 - $115	$529 - $546
Adjusted EBITDA*	($4) - $6	$65 - $80
Non-GAAP Net Income (Loss)*	($26) - ($16)	($5) - $10

Although we provide guidance for Adjusted EBITDA and Non-GAAP Net Income (Loss), we are not able to provide guidance for projected net income (loss), the most directly comparable GAAP measure. Certain elements of net income (loss), including share-based compensation expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on net income (loss) or to reconcile our Adjusted EBITDA and Non-GAAP Net Income (Loss) guidance without unreasonable efforts. Consequently, no disclosure of projected net income (loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information.

Authorization to Buyback Ordinary Shares

On May 9, 2023, the Company's Board of Directors authorized the buyback of up to $40 million of the Company’s ordinary shares. Any share buybacks under the program may be made from time to time in the open market, including through trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in privately negotiated transactions or otherwise. The timing and amount of any share buybacks will be subject to market conditions and other factors determined by the Company. The Company may suspend, modify or discontinue the program at any time in its sole discretion without prior notice. This press release is neither an offer to purchase nor a solicitation of an offer to buy any securities.

Under Israeli law, the Company’s ability to buyback ordinary shares must be within a maximum dollar amount authorized by the Tel Aviv District Court Economic Department (the “Israeli court”). The maximum amount includes both share buybacks and net issuances to satisfy tax withholding obligations related to equity-based compensation. The Israeli court approval typically expires in six months. The Company previously obtained Israeli court approvals for such activities, and expects to continue to make successive requests for the foreseeable future absent unusual circumstances. In anticipation of the May 16, 2023 expiration of the Company's most recent $50 million approval, on April 17 2023, the Company requested the Israeli court to provide another $50 million of authority. The Company will announce the Israeli court’s decision promptly once it is obtained. The decision is currently expected by the end of this month or shortly thereafter.

Webcast Details

Taboola's senior management team will discuss the Company's earnings on a call that will take place on May 10, 2023, at 8:30 AM ET. The call can be accessed via webcast at https://investors.taboola.com. To access the call by phone, please go to this link to register https://register.vevent.com/register/BI425cebdda8864199aaeeb8bd8ccc5cf2 and you will be provided with dial in details. The webcast will be available for replay for one year, through the close of business on May 10, 2024.

*About Non-GAAP Financial Information

This press release includes ex-TAC Gross Profit, Adjusted EBITDA, Ratio of Adjusted EBITDA to ex-TAC Gross Profit, Free Cash Flow, Non-GAAP Net Income (Loss), which are non-GAAP financial measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to revenues, gross profit, net income (loss), cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.

The Company believes non-GAAP financial measures provide useful supplemental information to management and investors regarding future financial and business trends relating to the Company. The Company believes that the use of these measures provides an additional tool for investors to use in evaluating operating results and trends and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations because they reflect the exercise of judgments by management about which items are excluded or included in calculating them, which may vary from period to period. Please refer to the appendix at the end of this press release for reconciliations to the most directly comparable measures in accordance with GAAP.

**About Cash Investment in Publisher Prepayments (Net)

We calculate cash investment in publisher prepayments (net) for a specific measurement period as the gross amount of cash publisher prepayments we made in that measurement period minus the amortization of publisher prepayments that were included in traffic acquisition cost during that measurement period, which were the result of cash publisher prepayments made in that measurement period and previous periods.

Note Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating performance of Taboola.com Ltd. (the “Company”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “guidance”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “target”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this press release include, but are not limited to: the ability to recognize the anticipated benefits of the Connexity acquisition and the business combination between the Company and ION Acquisition Corp. 1 Ltd. (together, the “Business Combinations”), which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; the Company’s ability to successfully integrate the Connexity acquisition; costs related to the Business Combinations; changes in applicable laws or regulations; the Company’s estimates of expenses and profitability and underlying assumptions with respect to accounting presentations and purchase price and other adjustments; the extent to which we will voluntarily retire additional long-term debt or buyback any of our ordinary shares pursuant to authority granted by the Company’s Board of Directors, which may depend upon market and economic conditions; other business opportunities and priorities, and, with respect to the buyback of our ordinary shares, the availability of sufficient continuing authority being approved and re-approved as necessary by the Tel Aviv District Court Economic Department to permit share buybacks (and our continued use of a net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of our directors, officers and other employees) or other factors; the Company’s ability to transition to and fully launch the native advertising service for Yahoo on the currently anticipated schedule or at all; the ability to generate or achieve the increase in Adjusted EBITDA and Free Cash Flow in 2024 or our expected revenue run-rate once Yahoo integration is live, in each case to the levels assumed in this press release or at all; ability to attract new digital properties and advertisers; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to prioritize investments to improve profitability and free cash flow; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 under Part 1, Item 1A “Risk Factors” and in the Company’s subsequent filings with the Securities and Exchange Commission.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these forward-looking statements except as may be required by law.

About Taboola

Taboola powers recommendations for the open web, helping people discover things they may like.

The Company’s platform, powered by artificial intelligence, is used by digital properties, including websites, devices and mobile apps, to drive monetization and user engagement. Taboola has long-term partnerships with some of the top digital properties in the world, including CNBC, BBC, NBC News, Business Insider, The Independent and El Mundo.

Approximately 18,000 advertisers use Taboola to reach over 500 million daily active users in a brand-safe environment. Following the acquisition of Connexity in 2021, Taboola is a leader in powering e-commerce recommendations, driving more than 1 million monthly transactions each month. Leading brands, including Walmart, Macy’s, Wayfair, Skechers and eBay are among key customers.

Learn more at www.taboola.com and follow @taboola on Twitter.

Investor Contact:	Press Contact:
Rick Hoss	Dave Struzzi
investors@taboola.com	press@taboola.com

CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
		December 31,
---	---	---	---
		2022

ASSETS
CURRENT ASSETS
Cash and cash equivalents	218,849	$	165,893
Short-term investments	55,582		96,914
Restricted deposits	1,091		750
Trade receivables (net of allowance for credit losses of 9,242 and 6,748 as of March 31, 2023 and December 31, 2022, respectively)	212,346		256,708
Prepaid expenses and other current assets	73,531		73,643
Total current assets	561,399		593,908
NON-CURRENT ASSETS
Long-term prepaid expenses	41,262		42,945
Commercial agreement asset	289,451		—
Restricted deposits	3,998		4,059
Deferred tax assets, net	3,218		3,821
Operating lease right of use assets	67,740		66,846
Property and equipment, net	71,731		73,019
Intangible assets, net	173,177		189,156
Goodwill	555,931		555,869
Total non-current assets	1,206,508		935,715
Total assets	1,767,907	$	1,529,623

All values are in US Dollars.

CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
	March 31,			December 31,
---	---	---	---	---	---	---
	2023			2022
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables	$	223,040		$	247,504
Short-term operating lease liabilities		15,663			14,753
Accrued expenses and other current liabilities		95,182			102,965
Current maturities of long-term loan		33,000			3,000
Total current liabilities		366,885			368,222
LONG-TERM LIABILITIES
Long-term loan, net of current maturities		192,737			223,049
Long-term operating lease liabilities		58,223			57,928
Warrants liability		5,080			6,756
Deferred tax liabilities, net		31,319			34,133
Other long-term liabilities		5,000			5,000
Total long-term liabilities		292,359			326,866
SHAREHOLDERS' EQUITY
Ordinary shares with no par value- Authorized: 700,000,000 as of March 31, 2023 and December 31, 2022; 297,822,375 and 254,133,863 shares<br> issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.		—			—
Non-voting Ordinary shares with no par value- Authorized: 46,000,000 as of March 31, 2023 and December 31, 2022; 45,198,702 and 0 shares<br> issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.		—			—
Additional paid-in capital		1,209,559			903,789
Accumulated other comprehensive loss		(1,163	)		(834	)
Accumulated deficit		(99,733	)		(68,420	)
Total shareholders' equity		1,108,663			834,535
Total liabilities and shareholders' equity	$	1,767,907		$	1,529,623

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
U.S. dollars in thousands, except share and per share data
	Three months ended<br><br> <br>March 31,
---	---	---	---	---	---	---
	2023			2022
	Unaudited
Revenues	$	327,686		$	354,726
Cost of revenues:
Traffic acquisition cost		211,946			216,498
Other cost of revenues		26,148			26,198
Total cost of revenues		238,094			242,696
Gross profit		89,592			112,030
Operating expenses:
Research and development		31,985			30,412
Sales and marketing		60,569			61,368
General and administrative		25,836			27,949
Total operating expenses		118,390			119,729
Operating loss		(28,798	)		(7,699	)
Finance income (expenses), net		(3,154	)		11,195
Income (loss) before income taxes		(31,952	)		3,496
Income tax benefit		639			392
Net income (loss)	$	(31,313	)	$	3,888
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic	$	(0.09	)	$	0.02
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic		333,424,276			247,378,428
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted	$	(0.09	)	$	0.01
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted		333,424,276			260,036,934

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
	Three months ended<br><br> <br>March 31,
---	---	---	---	---	---	---
	2023			2022
	Unaudited
Net income (loss)	$	(31,313	)	$	3,888
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale marketable securities		327			—
Unrealized gains (losses) on derivative instruments, net		(656	)		(230	)
Other comprehensive income (loss)		(329	)		(230	)
Comprehensive income (loss)	$	(31,642	)	$	3,658

SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE
U.S. dollars in thousands
	Three months ended<br><br> <br>March 31,
---	---	---	---	---
	2023		2022
	Unaudited
Cost of revenues	$	1,044	$	703
Research and development		5,844		6,102
Sales and marketing		4,285		5,300
General and administrative		4,909		7,724
Total share-based compensation expenses	$	16,082	$	19,829
DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE
---
U.S. dollars in thousands
	Three months ended<br><br> <br>March 31,
---	---	---	---	---
	2023		2022
	Unaudited
Cost of revenues	$	8,298	$	8,101
Research and development		605		645
Sales and marketing		13,526		13,503
General and administrative		172		427
Total depreciation and amortization expense	$	22,601	$	22,676

CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
	Three months ended<br><br> <br>March 31,
---	---	---	---	---	---	---
	2023			2022
	Unaudited
Cash flows from operating activities
Net income (loss)	$	(31,313	)	$	3,888
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization		22,601			22,676
Share-based compensation expenses		16,082			19,829
Net loss (gain) from financing expenses		(328	)		671
Revaluation of the Warrants liability		(1,676	)		(14,042	)
Amortization of loan and credit facility issuance costs		500			358
Amortization of premium and accretion of discount on short-term investments, net		(281	)		—
Change in operating assets and liabilities:
Decrease in trade receivables, net		44,362			45,935
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses		721			(3,317	)
Decrease in trade payables		(22,807	)		(45,864	)
Decrease in accrued expenses and other current liabilities and other long-term liabilities		(13,439	)		(16,544	)
Increase (decrease) in deferred taxes, net		2,790			(4,086	)
Change in operating lease right of use assets		4,151			2,895
Change in operating lease liabilities		(3,839	)		(4,276	)
Net cash provided by operating activities		17,524			8,123
Cash flows from investing activities
Purchase of property and equipment, including capitalized internal-use software		(6,350	)		(6,902	)
Cash paid in connection with acquisitions, net of cash acquired		—			(620	)
Investments in restricted deposits		(280	)		—
Investment in short-term deposits		—			(40,026	)
Proceeds from sales and maturities of short-term investments		41,940			—
Payments of cash in escrow for acquisition of a subsidiary		—			(2,100	)
Net cash provided by (used in) investing activities		35,310			(49,648	)
Cash flows from financing activities
Exercise of options and vested RSUs		1,335			3,399
Payment of tax withholding for share-based compensation expenses		(791	)		(1,845	)
Repayment of long-term loan		(750	)		(750	)
Net cash provided by (used in) financing activities		(206	)		804
Exchange rate differences on balances of cash and cash equivalents		328			(671	)
Increase (decrease) in cash and cash equivalents		52,956			(41,392	)
Cash and cash equivalents - at the beginning of the period		165,893			319,319
Cash and cash equivalents - at end of the period	$	218,849		$	277,927

	Three months ended<br><br> <br>March 31,
	2023		2022
	Unaudited
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Income taxes	$	4,258	$	2,418
Interest	$	5,067	$	3,570
Non-cash investing and financing activities:
Purchase of property and equipment, including capitalized internal-use software	$	36	$	1,809
Share-based compensation included in capitalized internal-use software	$	652	$	517
Creation of operating lease right-of-use assets	$	5,045	$	—

APPENDIX A: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (Unaudited)

The following table provides a reconciliation of revenues to ex-TAC Gross Profit.

	Three months ended<br><br> <br>March 31,
	2023		2022
	(dollars in thousands)
Revenues	$	327,686	$	354,726
Traffic acquisition cost		211,946		216,498
Other cost of revenues		26,148		26,198
Gross profit	$	89,592	$	112,030
Add back: Other cost of revenues		26,148		26,198
ex-TAC Gross Profit	$	115,740	$	138,228

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Net income (loss)	$	(31,313	)	$	3,888
Adjusted to exclude the following:
Finance (income) expenses, net		3,154			(11,195	)
Income tax benefit		(639	)		(392	)
Depreciation and amortization		22,601			22,676
Share-based compensation expenses		13,527			17,039
Holdback compensation expenses (1)		2,555			2,790
M&A and other costs (2)		237			50
Adjusted EBITDA	$	10,122		$	34,856

^1^Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

^2^Includes commercial agreement asset acquisition costs.

We calculate Ratio of net income (loss) to gross profit as net income (loss) divided by gross profit. We calculate the Ratio of Adjusted EBITDA to ex-TAC Gross Profit, a non-GAAP measure, as Adjusted EBITDA divided by ex-TAC Gross Profit. We believe that the Ratio of Adjusted EBITDA to ex-TAC Gross Profit is useful because TAC is what we must pay digital properties to obtain the right to place advertising on their websites, and we believe focusing on ex-TAC Gross Profit better reflects the profitability of our business. The following table reconciles Ratio of net income (loss) to gross profit and Ratio of Adjusted EBITDA to ex-TAC Gross Profit for the period shown.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Gross profit	$	89,592		$	112,030
Net income (loss)	$	(31,313	)	$	3,888
Ratio of net income (loss) to gross profit		(35.0	%)		3.5	%
ex-TAC Gross Profit	$	115,740		$	138,228
Adjusted EBITDA	$	10,122		$	34,856
Ratio of Adjusted EBITDA margin to ex-TAC Gross Profit		8.7	%		25.2	%

The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income (Loss)*.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Net income (loss)	$	(31,313	)	$	3,888
Amortization of acquired intangibles		15,969			15,780
Share-based compensation expenses		13,527			17,039
Holdback compensation expenses (1)		2,555			2,790
M&A and other costs (2)		237			50
Revaluation of Warrants		(1,676	)		(14,042	)
Foreign currency exchange rate losses (3)		429			216
Income tax effects		(3,829	)		(3,626	)
Non-GAAP Net Income (Loss)	$	(4,101	)	$	22,095

^*^ Three months ended March 31, 2022 have been adjusted to exclude the impact of foreign currency exchange rates to be consistent with current period presentation.

^1^Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

^2^Includes commercial agreement asset acquisition costs.

^3^ Represents income or loss related to the remeasurement of monetary assets and liabilities to the Company's functional currency using exchange rates in effect at the end of the reporting period.

The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Net cash provided by operating activities	$	17,524		$	8,123
Purchases of property and equipment, including capitalized internal-use software		(6,350	)		(6,902	)
Free Cash Flow	$	11,174		$	1,221

APPENDIX A: Non-GAAP Guidance Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q2 2023 AND FULL YEAR 2023 GUIDANCE

(Unaudited)

The following table provides a reconciliation of projected Gross profit to ex-TAC Gross profit guidance.

	Q2 2023<br><br> <br>Guidance	FY 2023<br><br> <br>Guidance
	Unaudited
	(dollars in millions)
Revenues	$296 - $322	$1,427 - $1,469
Traffic acquisition cost	($191) - ($207)	($898) - ($923)
Other cost of revenues	($27) - ($27)	($110) - ($111)
Gross profit	$78 - $88	$418 - $436
Add back: Other cost of revenues	$27 - $27	$110 - $111
ex-TAC Gross Profit	$105 - $115	$529 - $546

Although we provide a projection for Free Cash Flow, we are not able to provide a projection for net cash provided by operating activities, the most directly comparable GAAP measure. Certain elements of net cash provided by operating activities, including taxes and timing of collections and payments, are not predictable therefore projecting an accurate forecast is difficult. As a result, it is impractical for us to provide projections on net cash provided by operating activities or to reconcile our Free Cash Flow projections without unreasonable efforts. Consequently, no disclosure of projected net cash provided by operating activities is included. For the same reasons, we are unable to address the probable significance of the unavailable information.

Exhibit 99.2

Dear Shareholder,

We had strong performance in Q1, beating the high end of our guidance across all metrics. We achieved $115.7M in ex-TAC Gross Profit, $10.1M in Adjusted EBITDA and $11.2M in Free Cash Flow.

We’re raising the midpoint of our full year 2023 guidance across all metrics. We still expect a step change in financial performance, with over $200M of Adj. EBITDA and over $100M in Free Cash Flow in 2024. We are confident enough in that forecast, that we are announcing a share buyback program of up to $40M in 2023 and that we will continue to pay down our long-term debt. We repaid $30M in April and expect to pay down as much as another $50M this year.

Our strong performance in Q1 was driven by a few things. In our core business - we keep seeing meaningful publisher wins such as Condé Nast, Univision, The Blaze, Kicker in Germany. Our eCommerce business and Taboola News performed better than expected in Q1.

Historically, our revenues are diverse. As a percentage of ex-TAC, ~15% of our business is eCommerce, ~10% is video, ~5% is Taboola News (we distribute our publishers' content into Android devices, similar to Apple News). The rest is core native advertising.

Taboola’s vision is to be the recommendation engine for the open web. Think Amazon, Instagram, TikTok - they are AI-driven recommendation engines, making money from native advertising Ads that look and feel native to their platform. Taboola brings the best of the walled gardens - user experience, data, AI, and advertisers to the brand-safe environment of the open web. Our business is predictable - 90% of our revenues are coming from advertisers working with us directly rather than through ad exchanges. Our partnerships with publishers are exclusive and long-term. Most publishers are on 3-10 year agreements with us, and Yahoo recently partnered with us for 30 years. We reach ~600M active users a day.

We measure our business on ex-TAC Gross Profit, Adj. EBITDA and Free Cash Flow. Over the last 3 years, we’ve grown 20%+ y/o/y on an ex-TAC basis, generated ~30% Adj. EBITDA margin, and converted ~50% to Free Cash Flow when adjusting for publishers prepayments, which we consider to be an investment.

Our core business is strong. We are the partner of choice for over 8,000 publishers. We developed a unique technology optimizing for Life Time Value (LTV), empowering publishers to diversify their revenue streams (eCommerce, subscription, native, header bidding, video). Publishers deploy our AI on their homepage, use our editorial tools, build ecommerce sections, dynamically match content/ads that are relevant, and often we are top 3 revenue sources. Nobody got fired for buying IBM, and publishers grow and renew when they choose Taboola. Over 18,000 advertisers use Taboola to grow their business.

We are (laser) focused on four key priorities, each representing a $1B opportunity for us. Performance advertising is our top priority because it affects our yield, and can make Taboola’s revenues 3-5x bigger over time even if we do not add a single publisher. We are seeing advertisers, big and small, looking to outsmart vs. outspend. Therefore, being good at performance advertising, and helping advertisers be successful is more important now than ever. Then, we have Bidding (Microsoft and other digital properties.) eCommerce. Then, of course,there is Yahoo, where we’re working on accelerating our launch.

Once Yahoo is 100% live in 2024, we expect a ~$2.5B revenue run-rate which is still a small portion of the $70B Open Web Market. There is a lot of growth for us to capture. As it relates to whether there is a recession or not, we assume yield to be flat this year and in 2024. We think it’s conservative.

An inspiring and energizing month with our engineers in Israel

I believe in making things personal. We encourage everyone at Taboola to get closer to our clients and to each other, we call it “Zero
distance”. In that spirit, once a year, I fly to Israel and spend an entire month with our engineering and product management teams. I get direct access to our teams, joining tech<br> working sessions every day, and they get my global view of the business. It was incredible. The culture, the energy, the hard work and focus on our top four priorities was never so high. We are in a rare position as a company in which the<br> future is in our hands. We don’t need to enter new markets and don’t need to change course. We just need to execute, and we have the best talented people in the world to do that.
One of the things that came up again and again in that visit is how our engineering teams and product managers are no longer thinking about development just in terms of how good the code is, or how feature rich the<br> product is, but mainly in terms of clients’ adoption and impact. We have over 700 people in Israel, and they are obsessed about understanding how the products they build are helping our partners and clients.
Taboola Core Business<br><br> <br><br><br> <br>As a reminder, our core business, which we’ve been operating for more than a decade, consists of publishers working with us globally, exclusively, and for<br> 3-10 years as their native advertising partner, using our Life Time Value (LTV) platform to help them reach their broad objectives. We generate revenues from advertisers working with us to drive sales by appearing on our publishers'<br> sites. You’ve seen us before. If you’ve ever visited
---

CNBC, Time.com or The BBC, you’ve discovered news, products and paid offerings by advertisers from the open web. This market is estimated to be $70B, and we think we have a meaningful competitive advantage in it. I started Taboola 15 years ago, and though we were not the first in our nearly anything, we became a partner of choice across the board. Our growth has been driven by our team’s obsession for our clients’ success, focus on execution and technological advantage.

In our core - we monitor our momentum based on new and renewed publisher partnerships, and usage of our technology, optimizing for Life Time Value. This includes offerings such as Newsroom our editorial platform, which is now used by 3,500 editors and writers, homepage personalization (“Homepage For You”) and more. We look at ex-TAC Margin as a proxy for our technological advantage over other advertising companies in the open web.

Publisher momentum remains strong. In the past quarter, we won or announced signed publishers’ partnerships all across the globe. Some key new or competitive wins include some of the world’s largest names like Univision, Conde Nast, L’Express, Kicker, Funke, and Dumont. We renewed relationships with well-known publishers including Sinclair, Advance Local, O Dia, Slate France, and Seven West Media as well.

Four Key Company Priorities:

Performance Advertising, Bidding, eCommerce, and Yahoo

I mentioned briefly our four growth engines: performance advertising, bidding, eCommerce and Yahoo. These are where we have the most to gain as a company to further drive growth in years to come. Below, I’ll elaborate more on each.

Performance Advertising

As a reminder, the vast majority of Taboola’s revenues come from advertisers who buy from Taboola directly, using our AI. About 10% of our revenues come from programmatic partners such as Google, TTD, Amazon, and others.

Our two objectives are to get new advertisers to be successful when they try Taboola, and to get existing advertisers to stay with us and spend more as measured with NDR.

The market is massive, millions of advertisers buying on Google and Meta, and hundreds of thousands buying on companies like Snap. Taboola has thousands of advertisers, so we know we can provide value at scale, and we know that we have a lot of room to grow. Our main focus is on improving AI and workflows to make it easier for advertisers to work and succeed with us. I always tell my team — it should be as easy to work with us and find success as it is with Meta, or Google. When advertisers succeed with us, our yield on publishers gets higher, which not only improves our financial metrics, but also bolsters our moat as we become even more competitive, and thus able to provide our advertisers with high quality supply. Advertisers success → higher yield → more publishers wins → more data/users-clicks/conversions for advertisers (and again, and again). About 2 quarters ago, we grew our engineering resources working on performance advertising from 50 to 200 given the upside we think there is here for us.

On the Creative track, we are focusing on helping advertisers to easily get titles, thumbnails, and landing pages that can work for them. Here, being bigger gives us an advantage because we can use our historic data to produce best practices for new and existing advertisers. Specifically we rolled out Generative AI that is now available in beta on Taboola Ads, getting adoption and already being used by hundreds of advertisers. We can create titles and thumbnails in a unique way with prompts – it uses historical data for things we’ve seen are successful, and generates unique new creatives advertisers can select and use. We just completed a Hackathon focused on Generative AI, and are working on more things we can offer advertisers with this cutting edge technology . It’s quite exciting, and I suspect the industry as well as Taboola will iterate fast withGenerative AI, both internally as it relates to productivity, and externally with clients.

Bidding into “display inventory”

We estimate that the 8,000+ publishers in our core business generate display revenues of ~$20B a year. We think that we can access our publishers’ display inventory with our Header Bidding solution, and win about 5-10% of the auctions given our advantage in AI, first party data and other data. This will make us even more valuable partners for our publishers, increasing our payments to them as well as our share of wallet, while providing our advertisers with even more scale.

We have 3 areas where we bid: (1) Microsoft/MSN - this launched in April of last year; (2) publisher partners using our core solutions where we have first party advantage; and (3) publishers not currently using our core solutions where we have unique demand but not first party advantage. We believe that as Yahoo launches, we’ll be able to also partner with Yahoo on bidding as well.

Today, we generate hundreds of millions of dollars from bidding, which includes our business with Microsoft, as well as our new header bidding offering. But it’s still very much a startup within Taboola and we think we can grow it meaningfully. The reason to get excited here is mainly because as the world moves to a much more “privacy-driven environment” with no cookies and IDFA, we have a huge advantage being hard coded on the page. This means much more user knowledge than tag based competitors that aren't hard coded. The code on page in our whole network plus the 30 years deal with Yahoo

makes our 1P data incomparable in quality and scale. Beyond that, the e-commerce 1st part data from Connexity is another competitive edge that no competitor has. Most ad tech companies in the world don’t know that, and this is why privacy is a good trend for Taboola’s future.

This again is very much a startup within Taboola compared to some companies where all they do is act as a bidder/DSP. We’re laser focused on the 50+ publishers we’re testing with before rolling it out to the rest of our network. I’m optimistic about what we’re seeing.

eCommerce (bringing retailers to the open web)

As a reminder, this is where we offer retailers the opportunity to find clients on the open web on publishers’ sites. eCommerce is beating our expectations this quarter, and it’s impressive to see the strength and durability of it. This represents a big upside to both retailers and publishers as users very much trust their local and national sites, and if those review a product, or an offering (such as financial services, travel, education, etc), there is an opportunity to make a positive impact for people as they make decisions they truly care about.

There are 3 pillars to eCommerce - content creation, driving traffic to it, and monetization. Over the last 6
months, we’ve launched “eCommerce in a box” with the launch of Taboola Turnkey Commerce. Every publisher that wants to get into eCommerce, but has little or no content attractive to retailers, can now do it with Taboola. Taboola does<br> all of the work for the publishers, from using our data to know which content makes sense for us to write on behalf of the publisher, to driving traffic to it, and of course monetizing it with relationships with merchants and service<br> providers.<br><br> <br><br><br> <br>Last quarter we announced our first two publisher partners for this initiative: TIME and Advance Local. While early, both launches are off to a good start. Traffic to the Taboola Turnkey Commerce sections of both sites is already

There are 3 pillars to eCommerce - content creation, driving traffic to it, and monetization. Over the last 6

months, we’ve launched “eCommerce in a box” with the launch of Taboola Turnkey Commerce. Every publisher that wants to get into eCommerce, but has little or no content attractive to retailers, can now do it with Taboola. Taboola does all of the work for the publishers, from using our data to know which content makes sense for us to write on behalf of the publisher, to driving traffic to it, and of course monetizing it with relationships with merchants and service providers. Last quarter we announced our first two publisher partners for this initiative: TIME and Advance Local. While early, both launches are off to a good start. Traffic to the Taboola Turnkey Commerce sections of both sites is already

growing rapidly and monetization has begun. Both partners have expressed satisfaction with the quality of the content. The launch of TIME in early April went very well, the site was launched with 100+ articles in personal finance, and we plan to launch the eCommerce site in May.

Yahoo

At our information session that we held in March of this year, we explained the process of integrating Yahoo into the Taboola network in four specific phases:

●	Phase 0: Close and plan - get necessary approvals to<br> close the transaction and create an integration plan.
●	Phase 1: Build and test - develop the technical<br> infrastructure to allow Gemini ad spend through Taboola’s platform and test on single-digit percentages of demand.
---	---
●	Phase 2: Ramp and transition - gradually transition ad<br> spend and supply from Gemini to Taboola- expected to begin second half of 2023 and finish by mid-2024.
---	---
●	Phase 3: Optimize and grow - pursue ongoing<br> optimizations and growth opportunities.
---	---

Since the event, we have transitioned into Phase 1 from Phase 0. The Taboola team is interacting daily with Yahoo to thoughtfully migrate advertisers into the Taboola platform in such a way as to prioritize retention of Yahoo’s advertisers. The schedule remains on-track with our expectations. We are working on accelerating our roll out so we can capture revenue faster.

While we continue to operate a profitable business, we have massive further profit potential. We are laying the groundwork for Y! integration. This includes people, infrastructure and commercial efforts that are not translating into current revenues and profits. At the same time we know what’s coming - we have a great partner in Y! and we are excited to be able to start serving them and their advertisers, and realize the strategic and financial potential of these investments.

Q1 Financial Performance

Let me finish by sharing our financial results for Q1 ‘23.

(dollars in millions)
Revenues	327.7	$299 - $325
Gross profit	89.6	$76 - $88
ex-TAC Gross Profit*	115.7	$103 - $115
Adjusted EBITDA*	10.1	($6) - $6
Non-GAAP Net Income (Loss)*	(4.1)	($23) - ($11)

All values are in US Dollars.

We exceeded the high end of the range on all guidance metrics. In addition to the reasons discussed above, we saw overperformance particularly in the U.S. and LATAM. eCommerce continues to impress, taking the momentum of the last several quarters of 2022 into this year. We’re seeing strong spend from some of our key partners, such as Walmart, Wayfair, and Macy’s, as advertisers increase the focus on immediate returns on their advertising spend. This benefits bottom of funnel channels, which for Taboola means our eCommerce offerings. Our teams have achieved this revenue performance while improving cost efficiency, indicated by Adjusted EBITDA and Non-GAAP Net Income (Loss) overperformance versus guidance outpacing Revenues and ex-TAC Gross Profit.

Q2 and FY 2023, 2024 Guidance

Below is our Q2 2023, full year 2023 and 2024 guidance. Our outlook assumes that the online advertising market will continue at current levels, but does not significantly get better or worsen. In addition, we assume that we will invest in our Yahoo partnership but, to be conservative, do not factor in the associated revenues. It also assumes continued investment in our key company’s priorities of performance advertising, bidding and eCommerce. We expect to have positive Free Cash Flow in 2023. We also believe our investments will start to show returns in 2024 and, while we are not fully guiding, we expect to generate at least $200M in Adjusted EBITDA and $100M in Free Cash Flow in 2024, despite being a partial year for Yahoo.

	Q2 2023<br><br> <br>Guidance		FY 2023<br><br> <br>Guidance
	Unaudited
	(dollars in millions)
Revenues		$296 - $322	$1,427 - $1,469
Gross profit		$78 - $88	$418 - $436
ex-TAC Gross Profit*		$105 - $115	$529 - $546
Adjusted EBITDA*		($4) - $6	$65 - $80
Non-GAAP Net Income (Loss)*		($26) - ($16)	($5) - $10

For more information on our Q1 results, Q2 2023 and FY23 guidance, please see our Q1 2023 earnings press release, which was furnished to the SEC and also posted on Taboola’s website today at https://investors.taboola.com.

* * *

In Summary

I’m energized about our position in the market. I think we have an opportunity to build the first large scale, “must buy”, open web company which publishers and advertisers can rely on. Google for search, Meta for social, and Taboola for the open web. We are fully focused on our four key company priorities (performance advertising, bidding, eCommerce, Yahoo). We are lean and execute on our plans. Once Yahoo is 100% live we expect to be at a $2.5B revenue run-rate. This will still be a small portion of the $70B Open Web market, so there is a lot of growth for us to capture. What I tell Taboola’s employees is that at our size, we have all we need to execute and reach our financial objectives. These are times to lay low and execute - that’s all we care about now.

We look forward to interacting with many of you over the next few weeks.

Kind regards,

-- Adam Singolda

Founder & CEO Taboola

*About Non-GAAP Financial Information

This letter includes ex-TAC Gross Profit, Adjusted EBITDA, Ratio of Adjusted EBITDA to ex-TAC Gross Profit, Free Cash Flow, Non-GAAP Net Income (Loss), which are non-GAAP financial measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to revenues, gross profit,net income (loss), cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.

The Company believes non-GAAP financial measures provide useful information to management and investors regarding future financial and business trends relating to the Company. The Company believes that the use of these measures provides an additional tool for investors to use in evaluating operating results and trends and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations because they reflect the exercise of judgments by management about which items are excluded or included in calculating them. Please refer to the appendix at the end of this letter for reconciliations to the most directly comparable measures in accordance with GAAP.

**About Cash Investment in Publisher Prepayments (Net)

Note Regarding Forward-Looking Statements

Certain statements in this letter are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating performance of Taboola.com Ltd. (the “Company”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “guidance”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “target”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this letter include, but are not limited to: the ability to recognize the anticipated benefits of the Connexity acquisition and the business combination between the Company and ION Acquisition Corp. 1 Ltd. (together, the “Business Combinations”), which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; the Company’s ability to successfully integrate the Connexity acquisition; costs related to the Business Combinations; changes in applicable laws or regulations; the Company’s estimates of expenses and profitability and underlying assumptions with respect to accounting presentations and purchase price and other adjustments; the extent to which we will voluntarily prepay additional long-term debt or buyback any of our ordinary shares pursuant to authority granted by the Company’s Board of Directors, which may depend upon market and economic conditions; other business opportunities and priorities; and, with respect to the buyback of our ordinary shares, the availability of sufficient continuing authority being approved and re-approved as necessary by the Tel Aviv District Court Economic Department to permit share buybacks (and our continued use of a net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of our directors, officers and other employees) or other factors; the Company’s ability to transition to and fully launch the native advertising service for Yahoo on the currently anticipated schedule or at all; the timing and amount of any margin, profitability, cash flow or other financial contributions resulting from the integration of Yahoo with our service; the risk that the Yahoo integration results in a decline in the Company’s financial performance during the preparation and roll out of the new service and beyond; the ability to generate or achieve the financial results, including the increase in Adjusted EBITDA and Free Cash Flow in 2024 or our expected revenue run-rate once Yahoo is live, in each case to the levels assumed in this letter or at all; ability to transform the Company into an alternative to the walled gardens in the Open Web; the ability to become the largest open web advertising company in the world by revenue; ability to attract new digital properties and advertisers; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 under Part 1, Item 1A “Risk Factors” and in the Company’s subsequent filings with the Securities and Exchange Commission.

Nothing in this letter should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these forward-looking statements except as may be required by law.

APPENDIX: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE THREE

MONTHS ENDED MARCH 31, 2023 AND 2022 (Unaudited)

The following table provides a reconciliation of revenues to ex-TAC Gross Profit.

	Three months ended<br><br> <br>March 31,
	2023		2022
	(dollars in thousands)
Revenues	$	327,686	$	354,726
Traffic acquisition cost		211,946		216,498
Other cost of revenues		26,148		26,198
Gross profit	$	89,592	$	112,030
Add back: Other cost of revenues		26,148		26,198
ex-TAC Gross Profit	$	115,740	$	138,228

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Net income (loss)	$	(31,313	)	$	3,888
Adjusted to exclude the following:
Finance (income) expenses, net		3,154			(11,195	)
Income tax benefit		(639	)		(392	)
Depreciation and amortization		22,601			22,676
Share-based compensation expenses		13,527			17,039
Holdback compensation expenses (1)		2,555			2,790
M&A and other costs (2)		237			50
Adjusted EBITDA	$	10,122		$	34,856

^1^Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

^2^Includes commercial agreement asset acquisition costs.

We calculate Ratio of net income (loss) to gross profit as net income (loss) divided by gross profit. We calculate Ratio of Adjusted EBITDA to ex-TAC Gross Profit, a non-GAAP measure, as Adjusted EBITDA divided by ex-TAC Gross Profit. We believe that the Ratio of Adjusted EBITDA to ex-TAC Gross Profit is useful because TAC is what we must pay digital properties to obtain the right to place advertising on their websites, and we believe focusing on ex-TAC Gross Profit better reflects the profitability of our business. The following table reconciles Ratio of net income (loss) to gross profit and Ratio of Adjusted EBITDA to ex-TAC Gross Profit for the period shown.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Gross profit	$	89,592		$	112,030
Net income (loss)	$	(31,313	)	$	3,888
Ratio of net income (loss) to gross profit		(35.0	%)		3.5	%
ex-TAC Gross Profit	$	115,740		$	138,228
Adjusted EBITDA	$	10,122		$	34,856
Ratio of Adjusted EBITDA margin to ex-TAC Gross Profit		8.7	%		25.2	%

The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income (loss)*.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Net income (loss)	$	(31,313	)	$	3,888
Amortization of acquired intangibles		15,969			15,780
Share-based compensation expenses		13,527			17,039
Holdback compensation expenses (1)		2,555			2,790
M&A and other costs (2)		237			50
Revaluation of Warrants		(1,676	)		(14,042	)
Foreign currency exchange rate losses (3)		429			216
Income tax effects		(3,829	)		(3,626	)
Non-GAAP Net Income (Loss)	$	(4,101	)	$	22,095

^*^ Three months ended March 31, 2022 have been adjusted to exclude the impact of foreign currency exchange rates to be consistent with current period presentation.

^1^ Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

^2^Includes commercial agreement asset acquisition costs.

^3^ Represents income or loss related to the remeasurement of monetary assets and liabilities to the Company's functional currency using exchange rates in effect at the end of the reporting period.

The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.

	Three months ended<br><br> <br>March 31,
	2023			2022
	(dollars in thousands)
Net cash provided by operating activities	$	17,524		$	8,123
Purchases of property and equipment, including capitalized internal-use software		(6,350	)		(6,902	)
Free Cash Flow	$	11,174		$	1,221

APPENDIX: Non-GAAP Guidance Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q2 2023 AND

FULL YEAR 2023 GUIDANCE

(Unaudited)

The following table provides a reconciliation of projected gross profit to ex-TAC Gross Profit.

	Q2 2023<br><br> <br>Guidance	FY 2023<br><br> <br>Guidance
	Unaudited
	(dollars in millions)
Revenues	$296 - $322	$1,427 - $1,469
Traffic acquisition cost	($191) - ($207)	($898) - ($923)
Other cost of revenues	($27) - ($27)	($110) - ($111)
Gross profit	$78 - $88	$418 - $436
Add back: Other cost of revenues	$27 - $27	$110 - $111
ex-TAC Gross Profit	$105 - $115	$529 - $546

APPENDIX: Assumptions: If Yahoo Were On Taboola Network For FY 2022

All numbers are management estimates based on the following assumptions and sources:

●	Revenue baseline is equal to the expected FY 2022 financials for TBLA at guidance midpoint (66% of combined Revenues) + FY 2022 expected financials for Yahoo Native supply* that will be serviced by<br> TBLA (34% of combined Revenues)
●	Revenue uplift on Yahoo supply from improved yield due to the application of Taboola technology and data
---	---
●	Revenue uplift on stand-alone Taboola supply from improved yield due to advertiser demand from Yahoo and additional data
---	---
●	Operating expenses based on bottom up model of resources needed to support deal
---	---
●	Assumes no ramp up time - numbers assume Yahoo is part of Taboola network from the beginning of 2022 and assumes uplifts and operating expenses start from the beginning of the year
---	---

* Yahoo Q1 to Q3 2022 actuals, plus Yahoo forecast for Q4 2022

Exhibit 99.3

INVESTOR PRESENTATION

2 Certain statements in this presentation are forward-looking statements, including our Q2 and full-year 2023 guidance. Forward-looking statements generally relate to future events including future financial or operating performance of Taboola.com Ltd. (the “Company”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”,”guidance”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,”target”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this press release include, but are not limited to: the ability to recognize the anticipated benefits of the recent acquisition of Connexity and the business combination between the Company and ION Acquisition Corp. 1 Ltd. (together, the “Business Combinations”), which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; the Company’s ability to successfully integrate the Connexity acquisition; costs related to the Business Combinations; changes in applicable laws or regulations; the Company’s estimates of expenses and profitability and underlying assumptions with respect to accounting presentations and purchase price and other adjustments; ability to attract new digital properties and advertisers; the ability to generate or achieve the financial results, including the increase in Adjusted EBITDA and Free Cash Flow in 2024 to the levels assumed in this presentation or at all; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 under Part 1, Item 1A “Risk Factors” and in the Company’s subsequent filings with the Securities and Exchange Commission (“SEC”). Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these forward-looking statements except as may be required by law. Forward-Looking Statements - Disclaimer Non-GAAP Financial Measures This Presentation includes ex-TAC Gross Profit, Adjusted EBITDA, Ratio of Adjusted EBITDA to ex-TAC Gross Profit, Free Cash Flow and Non-GAAP Net Income (Loss), which are non-GAAP financial measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to revenues, gross profit, net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes non-GAAP financial measures provide useful information to management and investors regarding future financial and business trends relating to the Company. The Company believes that the use of these measures provides an additional tool for investors to use in evaluating operating results and trends and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations because they reflect the exercise of judgments by management about which items are excluded or included in calculating them. Please refer to the appendix at the end of this presentation for reconciliations to the most directly comparable measures in accordance with GAAP. Industry and Market Data In this presentation, the Company relies on and refer to certain information and statistics obtained from third-party sources, which it believes to be reliable. The Company has not independently verified the accuracy or completeness of any such third-party information. You are cautioned not to give undue weight to such industry and market data. This presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, (c) or (r) symbols, but the Company will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. About Cash Investment in Publisher Prepayments (Net) We calculate cash investment in publisher prepayments (net) for a specific measurement period as the gross amount of cash publisher prepayments we made in that measurement period minus the amortization of publisher prepayments that were included in traffic acquisition cost during that measurement period, which were the result of cash publisher prepayments made in that measurement period and previous periods.

TODAY’S PRESENTERS ADAM SINGOLDA FOUNDER & CEO STEPHEN WALKER CFO Founded Taboola over 15 years ago Has led the company as its CEO ever since 8+ years at Taboola Led several of Idealab's portfolio companies, including Perfect Market Prior experience at Disney & General Electric

AGENDA Capturing Share of $70B Open Web Ad Market & Taboola Overview Q1 Updates & Momentum Taboola’s Differentiation and Why We Win 1 2 3 Financial Update 4

POWERING RECOMMENDATIONS FOR THE OPEN WEB HELPING PEOPLE DISCOVER THINGS THEY MAY LIKE

TABOOLA = SEARCH “IN REVERSE” FROM PEOPLE LOOKING FOR INFORMATION TO INFORMATION LOOKING FOR PEOPLE

THE OPEN WEB where we spend 25% of our time $70B* WHAT video, product, tv show, app,... WHERE article page, homepage, app, ctv,... RECOMMENDATION AI, personalized, relevant, based on the user and the context * Company estimate

DONE WRONG...

...DONE RIGHT Walled garden integrated ad experience Paid Organic Paid Organic Organic Paid Paid Paid

TABOOLA REVOLUTION Bring power of walled gardens to open web with Tens of billions clicks a year Paid Editorial

(BUT) OPEN WEB TODAY IS NOT PERSONALIZED

ROCKETENGINE (AI) Deep Learning since 2017 $100M Annual R&D Spend1 Editorial recommendations Paid recommendations SmartBid (1) Source: Company estimate

ROCKET FUEL NASA/MAF/Steven Seipel ~600M DAU Context Tens of billions clicks a year Curiosity graph(“people who read this also do this”) 90% of revenue direct(pixel on page) Source: Company data

TECH DIFFERENTIATION 10 years partnerships, trust

AN OPEN WEB POWERED BYTABOOLA RECOMMENDATIONS 298 584 1,426 4,909 2010 2015 2020 2025 Source: Data Age 2025, sponsored by Seagate with data from IDC Global DataSphere Nov 2018 The Number of interactions/Capita/Day

Over the next 3 years WE EXPECT TO CROSS $1B EX-TAC WHILE MAINTAINING OUR MARGINS

AGENDA Capturing Share of $70B Open Web Ad Market & Taboola Overview Q1 Updates & Momentum Taboola’s Differentiation and Why We Win 1 2 3 Financial Update 4

TABOOLA’S DIFFERENTIATION Growth fueled by a network effect Long-term yield increases Taboola’s technology is resilient to the future disappearance of third-party cookies Platform advantage driven by Taboola’s technology (Brands & Agencies, Taboola News, Newsroom) Connexity provides further differentiation 1 2 3 4 HOW IT DRIVES SUPERIOR FINANCIAL PERFORMANCE & EXPANDING MARGINS 5

ex-TAC Margin has increased significantly since 2015 Competitive landscape has not changed significantly in that time period Margins increase as competitive advantages increase 1 1 (1) Non-GAAP measure, see appendix for reconciliation to GAAP EXPANDING EX-TAC MARGINS POINT TO COMPETITIVE ADVANTAGE 1

More Publisher Partners More Users Reached More Frequently More Data Generated Higher Yield Better Targeting Drives Better Results for Advertisers GROWTH WITH A BUILT-IN NETWORK EFFECT SCALE MATTERS IN OUR INDUSTRY 1

WHAT MAKES UP YIELD Click Through Rate (CTR): The number of clicks that an ad receives divided by the number of times the ad is shown (impressions) A high CTR is a good indication that users find your ads relevant Cost Per Click (CPC): The amount advertisers pay for each click on their ads. Conversion Rate: The percentage of users who have completed a desired action (e.g. purchase) after clicking on an ad. CTR Click Through Rate CPC Cost Per Click Conversion Rate YIELD 2

CTR and Conversions Click Through Rate, Conversion Rates CPC Cost Per Click HOW WE INCREASE YIELD Algorithmic improvements drive better prediction of what users will engage with More advertisers on the platform and higher diversity of campaigns More data that provides more contextual signals enables more accurate targeting Better user experience increases the likelihood of engagement with the ad More advertisers on the platform increases auction density Better attribution measurement better reflects the value of conversions Automated bidding (SmartBid) optimizes bids dynamically 2

(1) Source: Company data. Clicks represent total clicks on Taboola recommendations, including paid advertisements (“sponsored content”) and editorial ("organic") content Taboola’s strong yield performance despite 3rd party cookies being blocked in the industry for years: Apple started blocking 3rd party cookies in 2017 Firefox, Edge, etc are also blocking 3rd party cookies GDPR launched in 2018 CCPA launched in 2019 IDFA launched April, 2021 TABOOLA TECH IS BUILT FOR A COOKIE-LESS, IDFA / ATT WORLD Taboola has its own1st party cookie –recommending personalized editorial content enables serving our own 1st party identifier Unique readership context –deep access to the context of the page, allowing advertisers to target context (vs. “3rd party cookie behavior”) People click on Taboola recommendations tens of billions of times a year1 3

COMPREHENSIVE PUBLISHER PLATFORM PLATFORM ADVANTAGE DRIVEN BY INVESTMENT IN TECHNOLOGY CAPABILITIES NOT AVAILABLE FROM OUR COMPETITORS COMPREHENSIVE ADVERTISER PLATFORM 4

TABOOLA FOR BRANDS & AGENCIESHigh Impact Placements: a premium solution for achieving brand awareness Premium Ad Placements & Experiences Brand Safety & Adjacency Control Unique Readership Data & Insights 4

TABOOLA NEWS Bringing Premium Content To People Everywhere & Driving Audience For Our Publisher Partners Taboola News delivers relevant content from our premium publisher partners, integrated into mobile phones and other user touchpoints. It creates new opportunities for engagement and revenue for mobile carriers, device manufacturers, publishers and brands. 30 Running in more than 60 markets around the world With over 85M Monthly devices Becoming a meaningful source of traffic to our publishers WORKING WITH THE TOP OEMS: 4

Easily ANALYZE: Real-Time Audience Data Article Engagement Metrics Trending Topic Insights Subscription Analytics Instantly ACT: Identify high-performing content A/B test Headlines & Images Boost subscriptions ACTIONABLE INSIGHTS TO GROW READERSHIP & ENGAGEMENT 4 NEWSROOM

Must-know information, hand-curated by editors Personalized recommendations, powered by editor-enhanced algo FOR ALL FOR YOU 4

1/3 OPEN WEB PUBLISHER REVENUE Source: Company estimates. 1/3 OF OPEN WEB PUBLISHER REVENUE WILL BE E-COMMERCE 5

5 CONNEXITY FURTHERS OUR COMPETITIVE ADVANTAGE INTRINSIC VALUE OF BUSINESSSignificant expansion of our addressable TAM with long runway of growth SYNERGIESTremendous opportunity to leverage our scale, combined relationships and Connexity’s e-commerce market maker capabilities STRATEGIC VALUE⅓ of Open Web Publisher Revenue will be e-commerce1 and Taboola with Connexity is uniquely differentiated 1 Company estimates.

5 CONNEXITY SYNERGIES SHORT-TERM Connexity on Taboola Publishers, growing publishers % of traffic with intent Take Connexity Global Expanding Connexity’s Client base by Leveraging Taboola Ad Sales MEDIUM-TERM Connexity merchant demand on Taboola publisher supply Better personalization/yield by merging data: recommendations + e-commerce

AGENDA Capturing Share of $70B Open Web Ad Market & Taboola Overview Q1 Updates & Momentum Taboola’s Differentiation and Why We Win 1 2 3 Financial Update 4

Q1 2023 IN REVIEW - capturing more of the $70 billion Open Web ad market Renewing and building new long term relationships Signed new digital property partner agreements, including competitive wins with Conde Nast, Univision, Kicker, Funke, and L’Express Signed key renewals and new deals with Sinclair, Advance Local, O Dia, Blaze Media, and Slate France Seeing strength in key business areas Taboola Turnkey Commerce live with TIME and Advance Local Yahoo integration moves from planning to testing Generative AI technology in beta to 100’s of advertisers

$328M Revenues $116M ex-TAC Gross Profit1 Q1 23 Actuals (1) Non-GAAP measures, see appendix for reconciliation to GAAP $10M Adj. EBITDA1 $299 to $325M $103 to $115M Guidance ($6) to $6M $90M Gross Profit $76 to $88M Q1 2023 EXCEEDED THE HIGH END OF GUIDANCE

(1) Non-GAAP measures, see appendix for reconciliation to GAAP. We calculate Adjusted EBITDA as Net income (loss) before net financial expenses, income tax expenses/ benefit and depreciation and amortization, further adjusted to exclude share-based compensation and other noteworthy income and expense items such as certain merger or acquisition related costs, which may vary from period-to-period. Revenues ex-TAC Gross Profit1 Adj. EBITDA2 Gross Profit $296 to $322M $105 to $115M Q2 2023 GUIDANCE ($4) to $6M FY 2023 GUIDANCE $78 to $88M GUIDANCE IN 2023: establishing Q2 2023 and raising the mid-point of FY 2023 (1) Non-GAAP measure, see appendix for reconciliation to GAAP (2) Non-GAAP measure, see appendix for note regarding reconciliation $1,427 to $1,469M $418 to $436M $529 to $546M $65 to $80M GUIDANCE IN 2024: At least $200M in Adj. EBITDA and $100M Free Cash Flow

AGENDA Capturing Share of $70B Open Web Ad Market & Taboola Overview Q1 Updates & Momentum Taboola’s Differentiation and Why We Win 1 2 3 Financial Update 4

TABOOLA FOCUSES ON PROFITABLE GROWTH Upside in our model Conservative growth assumed for core base Additional upside from existing growth initiatives Long-term model 20%+ ex-TAC Gross Profit Growth 30%+ Ratio of Adjusted EBITDA to ex-TAC Gross Profit (1),(2),(3) Non-GAAP measure, see appendix for reconciliation to GAAP PROFITABLE GROWTH Rule of 40 Business

CONTINUED GROWTH FROM NEW SUPPLY... HELPS PROVIDE FUEL FOR GROWTH FROM A STRONG INSTALLED BASE. (1) New digital property partners within the first 12 months that were live on our network. Pro forma effect of the Connexity acquisition as if completed on January 1, 2021. (2) Net Dollar Retention (ex-TAC Gross Profit) is the net growth of ex- TAC Gross Profit from 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 them when they are first on-boarded) for the given period divided by the ex-TAC Gross Profit from the same period in the prior-year. Pro forma effect of the Connexity acquisition as if completed on January 1, 2021. New Publisher1 ex-TAC Gross Profit Approximately 40% of total growth Historically 10%+ new supply growth Projecting similar range going forward over the long term 1 2 Net Dollar Retention2 Growth Has Two Elements Approximately 60% of total growth Improvements in yield More supply from existing pubs Historically 110-120% on average 1 2 GROWTH DRIVEN BY CORE OPEN WEB INSTALLED BASE Outliers

EXCEPTIONAL NEW PUBLISHER MOMENTUM IN 2022 2022 Was A Banner Year For New Publisher Partnerships Measured by average gross Revenues added per month from new publishers Over 90% higher than 2020 and 2021 average Second best year on record Outliers Sample of New Publisher Partnerships in 2022 Gray TV Huffington Post Penske Media Dumont Time.com United Internet Media Buzzfeed Prisa Grupo Godó Network 18 Kicker Media News Group

Non-GAAP measure; see appendix for reconciliation to GAAP. Non-GAAP measure; see Note in appendix regarding Adjusted EBITDA Reconciliation. Non-GAAP measure; calculated as of March 31, 2023. Cash, cash equivalents and short-term investments of $274.4 million minus long-term loan (including current portion) of $234.2 million. Note: The Company’s current estimate of minimum cash and cash equivalents needed for working capital is $80-100 million. It is only one factor considered in evaluating operating, investing and other strategies, is highly dependent on multiple conditions, is not a projection and subject to change at any time without notice. Growth Rate includes actual results for 2017-2022 Cash, cash equivalents and short-term investments. STRONG FINANCIAL PROFILE HIGH PROFITABILITY FAST GROWING STRONG BALANCE SHEET GENERATING CASH FLOW 21.6% 27.5% $274.4M $165M $570M 2022A ex-TAC1 $157M 2022A Adj. EBITDA2 $40.2M Q1 2023 Net Cash3 Strong Positive Free Cash Flow Generation Five Year Compounded ex-TAC Growth Rate4 2022 Adjusted EBITDAMargin %2 Q1 2023 Cash Balance5 Free Cash Flow Cumulative in 2020 - 2022

Thank you. 45

APPENDIX

OUR MODEL IN A NUTSHELL 47 Revenues(1) Traffic Acq Cost (Value to publishers) ex-TAC Gross Profit(2) Cost of Revenues Gross profit R&D S&M G&A Operating Income $909 ($627) $282 ($48) $234 ($73) ($110) ($34) $17 $1.00 (100%) ($0.69) $0.31 ($0.05) $0.26 ($0.08) ($0.12) ($0.04) – = – = – – – = Model components: Sample inputs / financials: Illustrative Taboola economics: (1) Revenue paid by Advertisers, before traffic acquisition costs (TAC) paid to Publishers. CNX Revenues paid by advertisers after traffic acquisition costs paid to Publishers. (2) Revenue to Taboola after TAC paid to Publishers. Non-GAAP measure, see appendix for reconciliation to GAAP (3) Non-GAAP measure, see appendix for reconciliation to GAAP(4) Non cash charges, Cash charges excluded from Adjusted EBITDA 47 Adjusted EBITDA(3) $67 Dep, Amort, Share Based Comp, Other item $50 + = Change in WC, Other items(4) + PP&E and Capitalized Platform Costs ($22) Free Cash Flow(3) $45 + =

HISTORICAL REVENUES & EX-TAC GROSS PROFIT1 (REPORTED BASIS) 48 (1) Non-GAAP measure, see appendix for reconciliation to GAAP 1

SELECTED GAAP AND NON-GAAP METRICS 49 1 2 (1)Non-GAAP measures, see appendix for reconciliation to GAAP Note: 2023 projections reflect the midpoint of current company guidance. 2 1 2 (1) (1) 1 1

(1) Non-GAAP measure, see appendix for reconciliation to GAAP FY 2023 GUIDANCE 50 1 2 2 1 2 (1) 1 1 1 1 1 1 1 1 1

ADDITIONAL MODELING ASSUMPTIONS Interest payment of approximately $4.5M per quarter associated with $204M term loan (reflecting our $30M voluntary prepayment in April 2023) related to the Connexity acquisition. Share based compensation of $128M in 2021 unusually high as a result of going public triggering event, 2022 at $75M and 2023 estimated at $74M. Depreciation & Amortization of $53M in 2021; increase related to Connexity Purchase Price Accounting allocation, 2022 at $91M and 2023 estimated at $91M. CAPEX of $35M in 2022 includes investments in property and equipment, leasehold improvements and capitalized software, 2023 estimated at $39M. Free Cash Flow before publisher prepayments (net) expected to be 50 - 60% of Adjusted EBITDA in long-term models. 51

ADJUSTED EBITDA RECONCILIATION 52 1A substantial majority is share-based compensation expenses related to going public. 2 Relates to the acquisition of ION Acquisition Corp. 1 Ltd. and going public. 1 2

2023 QUARTERLY RESULTS: ADJUSTED EBITDA RECONCILIATION 53 1A substantial majority is share-based compensation expenses related to going public. 2 Relates to the acquisition of ION Acquisition Corp. 1 Ltd. and going public. 1 2

EX-TAC GROSS PROFIT RECONCILIATION 54

RATIO OF ADJUSTED EBITDA TO EX-TAC GROSS PROFIT RECONCILIATION 55

EX-TAC GROSS PROFIT MARGIN RECONCILIATION 56

HISTORICAL ADJ. GROSS PROFIT MARGIN RECONCILIATION Note: Adj. Gross Profit Margin is calculated by dividing Gross profit by ex-TAC Gross Profit. 57

58 1 HISTORICAL FREE CASH FLOW RECONCILIATION (1) Adj. EBITDA plus the change in working capital reflects the Net cash provided by operating activities. 1

SUPPLEMENTAL CASH FLOW INFORMATION (1) We calculate cash investment in publisher prepayments (net) for a specific measurement period as the gross amount of cash publisher prepayments we made in that measurement period minus the amortization of publisher prepayments that were included in traffic acquisition cost during that measurement period, which were the result of cash publisher prepayments made in that measurement period and previous periods. 59 1

EXAMPLE OF PUBLISHER PREPAYMENTS 60 1

CONSOLIDATED BALANCE SHEET ($ in millions) As of Dec 31, 2020 As of Dec 31, 2021 As of Dec 31, 2022 As of Mar 31, 2023 Cash, cash equivalents, short-term deposits and investments $ 243 $ 319 $263 $274 Total Assets $ 580 $ 1,598 $1,530 $1,766 Total Liabilities & Convertible Shares $ 534 $ 830 $695 $659 Accumulated deficit and accumulated other comprehensive loss $ (31) $ (56) $(68) $(103) Additional Paid-in-capital $ 78 $ 824 $903 $1,209 Total Shareholders' Equity $ 47 $ 768 $835 $1,106 61

Q2 23 and 2023 FULL YEAR GUIDANCE: EX-TAC GROSS PROFIT RECONCILIATION 62

Note Regarding Adjusted EBITDA Guidance Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for projected Net income (loss), the most directly comparable GAAP measure. Certain elements of Net income (loss), including share-based compensation expenses, are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on Net Income (loss) or to reconcile our Adjusted EBITDA guidance without unreasonable efforts. Consequently, no disclosure of projected Net income (loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information.

THANK YOU!

Exhibit 99.4

Q1 2023 Earnings Call

Thank you, and good morning everyone. And welcome to Taboola's first quarter 2023 earnings conference call. I'm here with Adam Singolda our Founder and CEO; and Steve Walker our CFO. We issued our earnings materials today before the market and they are available in the Investors section of our website.

Now, I'll quickly cover the safe harbor. Certain statements today, including our expectations for future periods are forward-looking statements. They are not facts and are subject to material risks and uncertainties described in our SEC filings. These statements are based on currently available information and we undertake no duty to update them, except as required by law. Today's discussion is also subject to the forward-looking statement limitations in the earnings press release. Future events could differ materially and adversely from those anticipated.

During this call, we will use terms defined in the earnings release and refer to non-GAAP financial measures. For definitions and reconciliations to GAAP, please refer to the non-GAAP tables in the earnings release posted on our website.

With that, I'll turn the call over to Adam.

Adam Singolda Prepared Remarks:

Thanks Rick. Good morning everyone and thank you all for joining us for our first quarter call.

We had strong performance in Q1, beating the high end of our guidance across all metrics. We achieved $116 million in ex-TAC Gross Profit, $10 million in Adjusted EBITDA and $11 million in Free Cash Flow. We’re also excited to raise the midpoint of our full year 2023 guidance. Now, while we are not fully guiding for 2024, we expect a step change in our financial performance, with over $200 million in Adjusted EBITDA and over $100 million in Free Cash Flow.

I have said in the past that it is rare for a company to have this level of clarity and confidence a full year in advance. We have such confidence in those numbers that today we announced a share buyback program of up to $40 million in 2023, and also our intention to continue paying down debt up to $50M this year.

Our strong performance in Q1 was driven by a few things. In our core business, we keep seeing meaningful publisher wins such as Condé Nast, Univision, The Blaze, and Kicker in Germany. I’m spending a lot of time with publishers, existing and those who are yet to work with us and it’s incredible to see the quality of the conversation around how Taboola can empower the editorial teams, how we can help publishers diversify their revenue and how we can help publishers drive new audiences through Taboola News.

Additional drivers for our Q1 strong performance -- was eCommerce business and Taboola News, both of which performed better than expected in Q1.

While we don’t plan on reporting this quarterly, when looking at 2022 - you can see our revenue is diverse: about 15% of our ex-TAC is eCommerce, approximately 10% is video, and roughly 5% is Taboola News. The rest, call it 70% of our business, is core native advertising.

Taboola’s vision is to be the recommendation engine for the Open Web. Think Amazon, Instagram, TikTok - they are AI-driven recommendation engines, making money from native advertising. These are ads that look and feel native to their platform. Taboola brings the best of the walled gardens, things such as user experience, data, AI, and advertisers to the brand-safe environment of the open web. Our business is predictable - 90% of our revenue is coming from advertisers working with us directly rather than through ad exchanges.

Our partnerships with publishers are exclusive and long-term with most publishers on 3-10 year agreements with us, and Yahoo recently partnered with us for 30 years. We have significant scale, reaching around 600M active users a day.

As a reminder, we measure our business on ex-TAC Gross Profit, Adjusted EBITDA and Free Cash Flow. Over the last 3 years, our business has grown more than 20% year over year on an ex-TAC basis, has generated about 30% Adjusted EBITDA margin and has converted ~50% of Adjusted EBITDA to Free Cash Flow after adjusting for interest payments and prepayments to publishers, which we consider to be an investment. Over time we expect these two payments to go to zero.

Our core business is strong. We are the partner of choice for over 8,000 publishers. We developed a unique technology optimizing for Life Time Value, empowering publishers to diversify their revenue streams such as eCommerce, subscription, native, header bidding, and video. Publishers deploy our AI on their homepage, use our editorial tools to make decisions, build eCommerce sections, dynamically match content and ads that are relevant, and often we are a top 3 revenue source to them.

Back in the day, people used to say “Nobody got fired for buying IBM,” and the same can be said about Taboola - it’s a safe bet to choose us. More than 8,000 publishers grow revenue, engagement, and audience and around 18,000 advertisers use Taboola to grow their business.

Before updating you about our core business and four priorities, I wanted to share a recent experience. I am a strong believer in making things personal. We encourage everyone at Taboola to get closer to our clients and to each other. Zero distance is our theme this year. In that spirit, once a year, I fly to Israel and spend an entire month with our engineering and product management teams. I get direct access to our teams, joining tech working sessions every day, and they get my global view of the business. Let me tell you–It was incredible, the culture, the energy, the hard work and focus on our top four priorities was never so high. We are in a rare position as a company where the future is in our hands, we don’t need to enter new markets, we don’t need to make “big moves,” we mainly need to execute, and we have the best talented people in the world to do that. One of the things that came up again and again in that visit is how our engineering teams and product managers are no longer thinking about development just in terms of how good the code is, but mainly in terms of client adoption and impact. We have 600 people in Israel, and there is a growing obsession to know how things we build, and deliver are affecting our clients.

Switching gears, let’s talk about our core business, which we’ve been operating for more than a decade. We have publishers working with us globally, exclusively and for 3-10 years as their native advertising partner, using our Life Time Value platform to help them reach their broad objectives. We generate revenue from advertisers working with us to drive sales by appearing on our publishers' sites. You’ve all seen us before, if you’ve ever visited CNBC, Time.com or the BBC, you’ve discovered news, products and paid offerings by advertisers from the open web. This market is estimated to be $70B and we think we have a meaningful competitive advantage in it. I started Taboola 15 years ago, and though we were not first to this market, we became the partner of choice across the board. Our growth has been driven by our client obsession, execution and technological advantage.

In our core - we monitor our momentum based on new and renewed publisher partnerships, and usage of our technology, optimizing for Life Time Value. This includes offerings such as Newsroom, which is now used by 3,500 editors and writers, homepage personalization, which we call Homepage For You and more. We look at ex-TAC Margin as a proxy for our advantage over other advertising companies in the open web.

Our publisher momentum remains strong. In the past quarter, we won publisher partnerships all across the globe. Some key new wins include some of the world’s largest names like Univision, Condé Nast, L’Express, Kicker, Funke, and Dumont. We renewed relationships with well-known publishers including Sinclair, Advance Local, Seven West Media and more.

Now let’s move into our key priorities. We are laser focused on four growth engines and key priorities, each representing a billion dollar opportunity for us. I am now going to spend some time discussing each one of them.

Starting with performance advertising. As a reminder, the vast majority of Taboola’s revenue is coming from advertisers who buy from Taboola directly, using our AI. About 10% of our revenue comes from programmatic partners such as Google, TTD, Amazon, and others.

Our two objectives are: to get new advertisers to be successful when they try Taboola and to get existing advertisers to stay with us and spend more, measured by Net Dollar Retention, or NDR.

The market is massive, millions of advertisers buying on Google and Meta, and hundreds of thousands buying on companies like Snap. Taboola has around 18,000 advertisers, so we have a lot of room to grow. Our main focus is on improving AI and workflows to make it easier for advertisers to work and succeed with us. Early this year, we launched Target CPA for advertisers, and I’m excited about rolling out Maximize Conversions later this year. These are all part of our SmartBid technology, giving our advertisers a variety of bidding strategies they can use to be successful with Taboola. It should be as easy to work with us and to find success as it is with Meta or Google.

When advertisers succeed with us, our yield on publishers gets higher, which not only improves our financial metrics, it also bolsters our moat as we become even more competitive as a company. About 2 quarters ago, we grew our engineering resources working on performance advertising from 50 to 200 engineers given the upside we think there is here for us.

Part of our investment here is also on the creative front. We are investing in Generative AI focusing on helping advertisers to easily get titles, thumbnails, and landing pages that can work for them. Being bigger gives us an advantage because we can use our historic data to produce exceptional results. Hundreds of advertisers are adopting our Generative AI beta offering, which lives in Taboola Ads. We just completed a Hackathon focused on Generative AI, and are working on more things we can offer advertisers so stay tuned for more to come.

Moving on to our second growth engine - bidding. We estimate that the 8,000+ publishers in our core business generate display revenue of roughly $20 billion dollars a year. We think that we can access our publishers’ display inventory with our Header Bidding solution, and win about 5-10% of the auction given our advantage in AI, first party data and direct advertisers relationships. This will make us even more valuable partners for our publishers, increasing our payments to them as well as our share of wallet, while providing our advertisers with even more scale.

We have 3 areas where we bid: the first is Microsoft - this launched in April of last year. The second are publisher partners where we have 1st party advantage; and the third are publishers not yet using our solutions. We believe that as Yahoo launches, we’ll be able to also partner with Yahoo on bidding on their display inventory as well.

Today, we generate hundreds of millions of dollars from bidding. But it’s still very much a startup within Taboola and we think we can grow it meaningfully. The reason to get excited here is mainly because as the world moves to a much more “privacy-driven environment” with no cookies and IDFA, we have a meaningful advantage being hard coded on the page -- as we know people when they come back to our publishers sites …. while SSPs and DSPs don’t.

We’re laser focused on the 50+ publishers we’re testing with before rolling it out to the rest of our network. I’m optimistic about what we’re seeing.

eCommerce is our third growth engine. I’m happy to share that eCommerce is beating our expectations this quarter, and it’s impressive to see the strength of it. As a reminder, eCommerce is where we offer retailers the opportunity to find clients on the open web on publishers’ sites. This represents a big upside to both retailers and publishers as users trust their local and national sites a lot, and if those review a product, or offer financial services, travel, education and more. There is an opportunity to make a positive impact for people as they make decisions they truly care about.

There are 3 pillars to eCommerce - content creation, driving traffic, and monetization. Over the last 6 months, we’ve launched “eCommerce in a box” with the launch of Taboola Turnkey Commerce. Every publisher that wants to get into eCommerce, but has little or no content that’s attractive to retailers, can now do it with Taboola. We do all of the work for the publishers, from using our data to knowing which content makes sense for us to writing on behalf of the publisher, to driving traffic to it, and of course monetizing it with relationships with merchants and service providers.

Last quarter we announced our first two publisher partners for this initiative: TIME and Advance Local. While early, both launches are off to a good start. Traffic to the Taboola Turnkey Commerce sections of both sites is already growing fast and monetization has begun.

And finally to our 4th growth engine - Yahoo. At our information session that we held in March of this year, we explained the process of integrating Yahoo into the Taboola network in four specific phases.

Since the event, we have transitioned into Phase 1 from Phase 0, which means we are developing the technical infrastructure to allow Gemini ad spend through Taboola’s platform and test on single-digit percentages of demand. We expect to go into Phase 2 - which is gradually transition ad spend, and supply from Gemini to Taboola in the second half of this year.

The Taboola team is interacting daily with Yahoo to migrate advertisers into the Taboola platform focusing on advertisers’ performance and spend. I can share that Yahoo and Taboola teams are working on accelerating our roll out so we can capture revenue faster.

In closing, I’m energized about our position in the market. I think we have an opportunity to build the first large-scale, “must buy,” open web company publishers and advertisers can rely on. Google for search, Meta for social, and Taboola for the open web. We are focused, we have our four key company priorities, we are lean and executing on our plans. While Taboola is among the largest in our space, we’re still small as it relates to the $70B Open Web Market, so there is a lot of growth for us to capture. What I tell myself, and Taboola employees is that - we have all we need to execute on our strategy and dreams. These are times to lay low and execute - that’s all we care about now.

Thank you for joining us, and I’ll now pass it over to Steve, our CFO, to talk more about our financials.

Stephen Walker Prepared Remarks:

Thanks Adam and good morning everyone.

As Adam noted, our Q1 results beat the high end of our guidance on all metrics. We are also raising the midpoint of our full year 2023 guidance and reiterating our 2024 expectations of over $200 million in Adjusted EBITDA and over $100 million in Free Cash Flow. As Adam explained, we are very confident in those forecasts and therefore announced today both a share buyback program of up to $40 million in 2023 and also our intention to continue to pay down our long-term debt. We repaid $30 million of our long-term debt in April, which means that we have repaid a total of $91 million since Q4 2022, and we intend to repay up to another $50 million this year, likely in the third quarter after certain cash balances become available.

Let me talk now about our Q1 results, which exceeded the high end of our guidance on all metrics.

For Q1, Revenues were $327.7 million versus the midpoint of our guidance of $312 million; Gross Profit of $89.6 million versus the midpoint of $82 million; ex-TAC Gross Profit of $115.7 million versus the midpoint of $109 million; Adjusted EBITDA of $10.1 million versus the midpoint of $0; and Non-GAAP Net Income of negative $4.1 million versus the midpoint of negative $17 million. We generated positive Free Cash Flow of $11.2 million. I will note that Q1 and Q2 growth rates suffer from difficult comparables in 2022 before the digital advertising market weakness. We expect to return to positive growth in the second half of 2023.

Relative to our guidance, we saw overperformance particularly in the U.S. and LATAM. eCommerce continues to impress, taking the momentum of the last several quarters of 2022 into this year. We’re seeing strong spend from some of our key partners, such as Walmart, Wayfair, and Macy’s, as advertisers increase the focus on immediate returns on their advertising spend. This benefits bottom of funnel channels, which for Taboola means our eCommerce offerings. Our teams have achieved this revenue performance while improving cost efficiency, indicated by Adjusted EBITDA and Non-GAAP Net Income (Loss) overperformance outpacing Revenues and ex-TAC Gross Profit.

Operating expenses were $118.4 million in the quarter, down $1.3 million year over year. This decrease was primarily the result of our focus on cost reductions that we announced in Q3 of last year. We expect to show lower expenses as a percentage of revenue on a full year over year basis for 2023. Our headcount is down approximately 8% from its peak in July of 2022 and currently stands at approximately 1,730 full-time employees.

GAAP Net Loss for the quarter of $31.3 million included Amortization of intangibles of $16.0 million, Share-Based Compensation expenses of $13.5 million and Holdback Compensation expenses related to the Connexity acquisition of $2.6 million, which were excluded from Non-GAAP Net Income. Our Non-GAAP Net Loss of approximately $4.1 million was above the high end of our guidance range.

In terms of cash generation, we had approximately $17.5 million in operating cash flow in Q1, with Free Cash Flow of around $11.2 million. If you removed the impact of net publisher prepayments, which were a source of cash this quarter of $3.9 million, and interest payments on our long term debt, which were a use of cash of $5.1 million, our cash flow would have been $12.3 million. It is interesting to note that net publisher prepayments were a source of cash this quarter. This was due to the fact that new prepayments were lower than the quarterly amortization of historical prepayments. While we still expect net publisher prepayments to be a use of cash in 2023, it does show how they can become neutral to a source of cash in the future.

Let’s turn to the balance sheet. Cash and cash equivalents plus our Short-term investments increased from $262.8 million at the end of 2022 to $274.4 million at the end of Q1 2023. Historically, Q1 tends to be a positive cash flow quarter for us as we collect on the higher revenues from Q4.

I would also like to note that with the current instability in the banking industry, we continue to evaluate our banking relationships and have minimized our exposure to regional banks in the U.S. and less stable banks internationally. This is obviously a developing situation that we will continue to monitor and adjust as necessary.

Now let me shift to our forward looking guidance.

For the full year 2023, we are raising the mid-point of our guidance by increasing the lower bound but keeping the upper bound steady. We expect Revenues of $1,427 million to $1,469 million, Gross Profit of $418 million to $436 million, ex-TAC Gross Profit of $529 million to $546 million, Adjusted EBITDA of $65 million to $80 million, and Non-GAAP Net Income of negative $5 million to positive $10 million.

For the full year, we assume that we will invest in our Yahoo partnership but, to be conservative, we are still not factoring in the associated revenues that could be generated in 2023. We will update this in future quarters. This guidance also assumes continued investment in our other key company priorities of performance advertising, bidding and eCommerce.

Despite being a year of strategic investment, we expect to generate positive Free Cash Flow in 2023 for the full year. We anticipate Free Cash Flow to turn negative in Q2 and Q3, with significantly positive cash generation in Q4, all due to normal seasonality.

Finally, we are issuing Q2 guidance. For Q2 2023, we expect Revenues to be between $296 million and $322 million dollars, Gross Profit between $78 million and $88 million dollars, ex-TAC Gross Profit of $105 million and $115 million dollars, Adjusted EBITDA between negative $4 million and positive $6 million dollars and Non-GAAP Net Income of negative $26 million and negative $16 million dollars.

Let me finish by saying that we are happy with our first quarter performance and to be able to raise the mid-point of our guidance for the full year. We are also excited about our Adjusted EBITDA and Free Cash Flow targets for 2024. The future looks very bright from our vantage point, which is why we are confident in announcing our intention to both buyback shares and continue to pay down our debt.

If you want to hear more about our story, we will be attending the Oppenheimer, Needham, and TD Cowen investor events this quarter, so we hope to see many of you at these events.

With that, let’s open it up to questions.