Equibles

6-K

Taboola.com Ltd. (TBLA)

6-K 2022-02-22 For: 2022-02-22
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

  SECURITIES EXCHANGE ACT OF 1934

For the month of February 2022

Commission File Number: 001-40566

TABOOLA.COM LTD.

(Exact name of registrant as specified in its charter)

16 Madison Square West 7th Floor

New York, NY 10010

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-

F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule

101(b)(1):

Yes No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule

101(b)(7):

Yes No X

EXPLANATORY NOTE

The information in the attached Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for the 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 in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

TABLE OF CONTENTS

ITEM
99.1 Press Release dated February 22, 2022
99.2 Letter to Shareholders dated February 22, 2022
99.3 Investor presentation dated February 22, 2022

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
Date: February 22, 2022 Title:Chief Financial Officer

Exhibit 99.1

Taboola Reports Record Q4 and

Full Year 2021 Results

- 2021 Gross Profit grew 38% and ex-TAC Gross Profit grew 36% over 2020
- Exceeded guidance across all financial measures
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- Q4 2021 Gross Profit and ex-TAC Gross Profit grew over 50%
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- Increasing 2022 guidance to $1.67 billion for Revenues, $556 million for Gross Profit, $665 million for ex-TAC Gross Profit and $204 million for Adjusted EBITDA, representing 30.7% Ratio of Adjusted EBITDA<br> to ex-TAC Gross Profit
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- Taboola to host its inaugural Investor Day on March 29, 2022, live stream will be available on Taboola’s investors website
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New York, NY, February 22, 2022 -- 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 and year ended December 31, 2021.

“We closed 2021 with the strongest quarter in our history with record Revenues, ex-TAC Gross Profit and Adjusted EBITDA,” said Adam Singolda, Founder and CEO, Taboola. “We’ve continued our strong momentum, launching game changing products such as Homepage for You and SmartBid Dimensions, signing incredible partnerships such as McClatchy and Samsung and making great progress in our premium advertising offerings, including brands/agencies with video, as well as e-Commerce with the acquisition of Connexity. This all comes at a time when the future of advertising is transitioning from user-tracking to contextual, which is where Taboola shines. We are excited to carry this momentum into 2022 and we are laser focused on continual innovation and unlocking greater audience, engagement and monetization for our partners.”

For more commentary on the quarter, please refer to Taboola’s Q4 2021 Shareholder Letter, which was furnished to the SEC and also posted on Taboola’s website today at https://investors.taboola.com.

1

Fourth Quarter and Full Year 2021 Results Summary (unaudited)

Three Months Ended<br><br> <br>December 31, Year Ended<br><br> <br>December 31,
(dollars in thousands) 2021 2020 2021 2020 % change<br><br> <br>YoY
Revenues $ 407,668 $ 351,294 $ 1,378,458 $ 1,188,893 15.9 %
Gross Profit $ 143,642 $ 93,021 $ 441,071 $ 319,497 38.1 %
Net Income (loss) $ 585 $ 2,753 $ (24,948 ) $ 8,493 NM
Ratio of Net Income (loss) to Gross profit 0.4 % 3.0 % (5.7 %) 2.7 % NM
Cash Flow from Operations $ 22,968 $ 57,469 $ 63,521 $ 139,087 (54.3 %)
Cash, cash equivalents and short-term deposits $ 319,319 $ 242,811 $ 319,319 $ 242,811 31.5 %
Non-GAAP Financial Data*
ex-TAC Gross Profit $ 169,210 $ 110,202 $ 518,863 $ 382,352 35.7 %
Adjusted EBITDA $ 65,383 $ 32,993 $ 179,464 $ 106,193 69.0 %
Ratio of Adjusted EBITDA to ex-TAC Gross Profit 38.6 % 29.9 % 34.6 % 27.8 % 24.5 %
Free Cash Flow $ 12,672 $ 53,375 $ 24,451 $ 121,313 (79.8 %)

NM=Not Meaningful

Fourth Quarter Financial Highlights

Q4 results exceeded guidance across all financial measures

Three Months Ended<br><br> <br>December 31, 2021 Q4 Guidance
Revenues $408M $392 - $396M
Gross Profit $144M $129 - $132M
ex-TAC Gross Profit $169M $163 - $165M
Adjusted EBITDA $65M $61 - $63M
○ Revenues grew $56 million or 16% year-over-year.
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● New digital property partners^1^ drove $21 million of growth.
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● Existing digital property partners^2^ grew $35 million which translates to net dollar retention^3^ - of 110% driven by improvement in yield as well as the inclusion of Connexity revenue.
--- ---
○ Gross Profit grew $51 million or 54.4% year-over-year and ex-TAC Gross Profit grew $59 million or 53.5% year-over-year.
--- ---
● Growth driven by new digital properties and strong yield improvements as well as from inclusion of Connexity in our Q4 2021 results.
--- ---
● Contributing to the year-over-year increase was the voluntary repayment in Q4 of the prior year of $17 million in guaranteed TAC payments withheld in Q2 and Q3 of 2020.
--- ---

2

○ Operating expenses grew $38 million or 44.1% year-over-year. The drivers include the inclusion of Connexity expenses, increase in amortization related to intangibles from the Connexity acquisition and higher public company expenses.
○ Net income of $0.6 million compared to net income of $2.8 million in Q4 2020.
--- ---
○ Adjusted EBITDA of $65 million increased by $32 million year-over-year as higher gross profit more than offset higher operating expenses.
--- ---
○ EPS was $0.00 per diluted share in the fourth quarter. The EPS was based on fully-diluted shares outstanding of 272 million.
--- ---
○ Cash Flow from Operations decreased $35 million year-over-year and Free Cash Flow decreased $41 million year-over-year reflecting in part higher publisher prepayments due to the timing of renewals as well as higher tax payments.
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^1^New digital property partners within the first 12 months that were live on our network.

^2^Net growth of 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).

^3^Net Dollar Retention is the net growth of existing digital property partners for the given period divided by the revenues from the same period in the prior-year.

First Quarter and Full Year 2022 Guidance

The Company’s strong fourth quarter results provide us confidence to raise our full year 2022 guidance above our previous guidance.

For the First Quarter 2022, the Company currently expects:

○ Revenues of $353 to $359 million
○ Gross Profit of $108 to $112 million
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○ ex-TAC Gross Profit of $134 to $138 million
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○ Adjusted EBITDA of $32 to $34 million
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○ Non-GAAP Net Income of $12 to $14 million
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3

For the Full Year 2022, the Company currently expects:
(dollars in millions) Increased Guidance<br><br> <br>(as of 02/22/22) Year over Year<br><br> <br>Growth Previous Guidance<br><br> <br>(as of 9/28/21)
Revenues $1,666 - $1,678 21% - 22% $1,588 - $1,633
Gross Profit $552 - $560 25% - 27% $530 - $550
ex-TAC Gross Profit $661 - $669 27% - 29% $645 - $665
Adjusted EBITDA $195 - $213 9% - 19% $193 - $213
Non-GAAP Net Income $111 - $129 NA NA

Although we provide guidance for Adjusted EBITDA and Non-GAAP Net Income, 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 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.

Our guidance assumes that the global economy continues to recover, with no major COVID-19 related or other setbacks that may cause economic conditions to deteriorate or significantly reduce advertiser demand.

Webcast Details

Taboola's senior management team will discuss the Company's earnings on a call that will take place tomorrow, February 23, 2022, at 8:30 AM ET. The call can be accessed via webcast at https://investors.taboola.com, or by conference call by dialing (877) 312-1874, or (470) 495-9527 for international callers, and entering the conference ID 5188107. The webcast will be available for replay for one year, through the close of business on February 22, 2023.

Q1 Conference Schedule:

Taboola management is scheduled to participate in the following conferences in the first quarter:

● Susquehanna Eleventh Annual Technology Conference on March 3rd (virtual meetings)
● JMP Securities Technology Conference on March 7th in San Francisco
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● KeyBanc Emerging Tech Summit on March 8th in San Francisco
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● Deutsche Bank Media, Internet and Telecom Conference on March 15th in Palm Beach, Florida
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*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 and Non-GAAP Net Income, 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.

Non-GAAP Net Income guidance, a new metric used in this press release as part of Q1 2022 guidance, is presented to provide insight to projected future results excluding revaluation of warrant liability, share-based compensation expenses, M&A costs, amortization of acquired intangibles and related income tax effects. The type of adjustments made may vary from period to period.

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.

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”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “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.

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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; 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; the impact of the ongoing COVID-19 pandemic; 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 section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s registration statement on Form F-1, as amended, and in 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.

More than 15,000 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:
Jennifer Horsley Dave Struzzi
investors@taboola.com press@taboola.com

6

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

December 31,<br><br> <br>2021 December 31,<br><br> <br>2020
Unaudited Unaudited
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 319,319 $ 242,811
Restricted deposits 1,000 3,664
Trade receivables 245,235 158,050
Prepaid expenses and other current assets 63,394 21,609
Total current assets 628,948 426,134
NON-CURRENT ASSETS
Long-term prepaid expenses 32,926 5,289
Restricted deposits 3,897 3,300
Deferred tax assets 1,876 1,382
Right of use assets 65,105 68,058
Property and equipment, net 63,259 52,894
Intangible assets, net 252,498 3,905
Goodwill 549,338 19,206
TOTAL LONG-TERM ASSETS 968,899 154,034
Total assets $ 1,597,847 $ 580,168

7

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

December 31,<br><br> <br>2021 December 31,<br><br> <br>2020
Unaudited Unaudited
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND<br><br> <br>SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables $ 261,557 $ 189,352
Lease liability 12,958 15,746
Accrued expenses and other current liabilities 123,046 95,135
Loan 3,000 -
Total current liabilities 400,561 300,233
LONG TERM LIABILITIES
Deferred tax liabilities 51,560 45
Warrant liability 31,227 -
Loan 285,402 -
Lease liability 61,526 63,044
Total long-term liabilities 429,715 63,089
CONVERTIBLE PREFERRED SHARES
Preferred A, B, B-1, B-2, C, D and E shares with no par value - Authorized: 0 and 123,389,750 shares at December 31, 2021 and at December 31, 2020 respectively; Issued and outstanding: 0 and 121,472,152 shares at December 31, 2021 and<br> December 31, 2020 respectively. - 170,206
SHAREHOLDERS' EQUITY
Ordinary shares with no par value- Authorized: 700,000,000 and 176,535,661 shares as of December 31,2021 and December 31, 2020 respectively; 234,031,897 and 41,357,049 shares issued and outstanding as of December 31, 2021 and December 31,<br> 2020, respectively. - -
Additional paid-in capital 824,016 78,137
Accumulated deficit (56,445 ) (31,497 )
Total shareholders' equity 767,571 46,640
Total liabilities, convertible preferred shares, and shareholders' equity $ 1,597,847 $ 580,168

8

CONSOLIDATED STATEMENT OF INCOME (LOSS)

U.S. dollars in thousands, except share and per share data

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
Revenues $ 407,668 $ 351,294 $ 1,378,458 $ 1,188,893
Cost of revenues:
Traffic acquisition cost 238,458 241,092 859,595 806,541
Other cost of revenues 25,568 17,181 77,792 62,855
Total cost of revenues 264,026 258,273 937,387 869,396
Gross profit 143,642 93,021 441,071 319,497
Operating expenses:
Research and development expenses 34,044 34,031 117,933 99,423
Sales and marketing expenses 59,127 34,246 206,089 133,741
General and administrative expenses 31,826 18,478 130,314 60,140
Total operating expenses 124,997 86,755 454,336 293,304
Operating income (loss) before finance expenses 18,645 6,266 (13,265 ) 26,193
Finance income (expenses), net (1,783 ) (1,703 ) 11,293 (2,753 )
Income (loss) before income taxes 16,862 4,563 (1,972 ) 23,440
Provision for income taxes (16,277 ) (1,810 ) (22,976 ) (14,947 )
Net Income (loss) $ 585 $ 2,753 $ (24,948 ) $ 8,493
Less: Undistributed earnings allocated to participating securities - (5,885 ) (11,944 ) (22,932 )
Net Income (loss) attributable to ordinary shares – basic and diluted $ 585 $ (3,132 ) $ (36,892 ) $ (14,439 )
Net Income (loss) per share attributable to ordinary shareholders, basic $ 0.00 $ (0.08 ) $ (0.26 ) $ (0.36 )
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic 243,850,858 40,372,255 142,883,475 40,333,870
Net Income (loss) per share attributable to ordinary shareholders, diluted $ 0.00 $ (0.08 ) $ (0.26 ) $ (0.36 )
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, diluted 271,857,016 40,372,255 142,883,475 40,333,870

9

SHARE BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
Cost of revenues $ 794 $ 209 $ 1,891 $ 788
Research and development 8,738 12,148 29,022 16,491
Sales and marketing 4,518 2,528 44,834 6,930
General and administrative 9,473 2,379 52,210 4,068
Total share-based compensation expense $ 23,523 $ 17,264 $ 127,957 $ 28,277

DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
Cost of revenues $ 8,590 $ 5,749 $ 27,417 $ 22,520
Research and development 704 469 3,574 6,573
Sales and marketing 13,709 895 21,267 4,118
General and administrative 58 (4 ) 853 746
Total depreciation and amortization expense $ 23,061 $ 7,109 $ 53,111 $ 33,957

10

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands, except share and per share data

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
Cash flows from operating activities:
Net income (loss) $ 585 $ 2,753 $ (24,948 ) $ 8,493
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization 23,061 7,109 53,111 33,957
Share based compensation expenses 23,523 17,264 127,957 28,277
Net gain from financing expenses (463 ) (2,381 ) (2,320 ) (3,318 )
Revaluation of the warrant liability (5,565 ) - (22,656 ) -
Accrued interest, net 283 1 402 520
Change in operating assets and liabilities:
Increase in trade receivables (54,657 ) (41,136 ) (40,113 ) (3,294 )
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses (26,544 ) 3,144 (64,923 ) 17,975
Increase in trade payables 52,663 50,830 25,478 23,434
Increase in accrued expenses and other current liabilities 14,026 18,887 14,566 34,344
Decrease in deferred taxes, net (4,297 ) (1,745 ) (1,581 ) (3,380 )
Change in operating lease Right of use assets 3,651 3,615 14,529 13,758
Change in operating Lease liabilities (3,298 ) (872 ) (15,981 ) (11,679 )
Net cash provided by operating activities 22,968 57,469 63,521 139,087
Cash flows from investing activities
Purchase of property and equipment, including capitalized platform costs (10,296 ) (4,094 ) (39,070 ) (17,774 )
Cash paid in connection with acquisitions, net of cash acquired (171 ) - (583,457 ) (202 )
Decrease (increase) in restricted deposits (258 ) (172 ) 2,067 (104 )
Decrease in short-term deposits - - - 28,963
Net cash provided by (used in) investing activities (10,725 ) (4,266 ) (620,460 ) 10,883
Cash flows from financing activities
Exercise of options and vested RSUs 2,539 1,554 10,018 2,603
Issuance of share, net of offering costs (792 ) - 285,378 -
Payments of tax withholding for share based compensation (6,152 ) - (6,152 ) -
Issuance of warrant - - 53,883 -
Proceeds from long term loans, net of debt issuance cost - - 288,750 -
Repayment of short term loan (750 ) - (750 ) -
Net cash provided by (used in) financing activities (5,155 ) 1,554 631,127 2,603
Exchange differences on balances of cash and cash equivalents 463 2,381 2,320 3,318
Increase in cash and cash equivalents 7,551 57,138 76,508 155,891
Cash and cash equivalents - at the beginning of the period 311,768 185,673 242,811 86,920
Cash and cash equivalents - at end of the period $ 319,319 $ 242,811 $ 319,319 $ 242,811

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Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Income taxes $ 1,997 $ 497 $ 15,475 $ 9,980
Interest $ - $ 129 $ 1,125 $ 715
Non-cash investing and financing activities:
Purchase of property and equipment, including capitalized platform costs $ 1,120 $ 1,879 $ 1,120 $ 1,879
Creation of operating lease right-of-use assets $ 6,902 $ 3,440 $ 4,520 $ 14,635
Deferred offering costs incurred during the period included in the Long-term prepaid expenses $ - $ 2,096 $ - $ 2,096
Fair value of ordinary shares issued as consideration of the acquisition $ - $ - $ 157,689 $ -

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APPENDIX A: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 AND

FULL YEARS 2021 AND 2020

(Unaudited)

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

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Revenues $ 407,668 $ 351,294 $ 1,378,458 $ 1,188,893
Traffic acquisition cost 238,458 241,092 859,595 806,541
Other cost of revenues 25,568 17,181 77,792 62,855
Gross Profit $ 143,642 $ 93,021 $ 441,071 $ 319,497
Add back: Other cost of revenues 25,568 17,181 77,792 62,855
ex-TAC Gross Profit $ 169,210 $ 110,202 $ 518,863 $ 382,352

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

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Net income (loss) $ 585 $ 2,753 $ (24,948 ) $ 8,493
Adjusted to exclude the following: ​ ​
Financial expenses (income), net 1,783 1,703 (11,293 ) 2,753
Tax expenses 16,277 1,810 22,976 14,947
Depreciation and amortization 23,061 7,109 53,111 33,957
Share-based compensation expenses (1) 20,641 17,264 124,235 28,277
M&A costs (2) 154 2,354 11,661 17,766
Holdback compensation expenses (3) 2,882 - 3,722 -
Adjusted EBITDA $ 65,383 $ 32,993 $ 179,464 $ 106,193

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^1^For the 2021 periods, a substantial majority is Share-based compensation expenses related to going public.

^2^For 2020 periods, represents costs associated with the proposed strategic transaction with Outbrain Inc.which we elected not to consummate, and for 2021 periods, relates to the acquisition of ION Acquisition Corp. 1 Ltd., the acquisition of Connexity and going public.

^3^Represents share based compensation due to holdback of Taboola ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

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>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Gross profit $ 143,642 $ 93,021 $ 441,071 $ 319,497
Net Income (loss) $ 585 $ 2,753 $ (24,948 ) $ 8,493
Ratio of Net income (loss) to Gross profit 0.4 % 3.0 % (5.7 %) 2.7 %
ex-TAC Gross Profit $ 169,210 $ 110,202 $ 518,863 $ 382,352
Adjusted EBITDA $ 65,383 $ 32,993 $ 179,464 $ 106,193
Ratio of Adjusted EBITDA Margin to ex-TAC Gross Profit 38.6 % 29.9 % 34.6 % 27.8 %

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

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Net cash provided by operating activities $ 22,968 $ 57,469 $ 63,521 $ 139,087
Purchases of property and equipment, including capitalized platform costs (10,296 ) (4,094 ) (39,070 ) (17,774 )
Free Cash Flow $ 12,672 $ 53,375 $ 24,451 $ 121,313

APPENDIX A: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2022

AND FULL YEAR 2022 GUIDANCE

(Unaudited)

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

​ Q1 2022 FY 2022
Unaudited
​ (dollars in millions)
Revenues ​ 353 - 359 $1,666 - $1,678
Traffic acquisition cost (218 - 222) ($1,003 - $1,011)
Other cost of revenues (25 - 27) ($106 - $112)
Gross Profit 108 - 112 $552 - $560
Add back: Other cost of revenues ​ 25 - 27 $106 - $112
ex-TAC Gross Profit ​ 134 - 138 $661 - $669

All values are in US Dollars.

15

Exhibit 99.2

Dear Shareholder,

I’m excited to say we finished the year with a record Q4, and record 2021. Taboola is growing fast, our EBITDA margin is 30%+, we are generating cash, and there is meaningful momentum in the market:

● Q4 Revenues were $408M, ex-TAC Gross Profit $169M, Adjusted EBITDA $65M.
● Ex-TAC Gross Profit growth of 54% over Q4 2020 and 22% pro forma with Connexity**.
--- ---
● Exceeded our full year 2021 guidance, growing ex-TAC Gross Profit to $519M.
--- ---
● When going public, we guided for 16% ex-TAC growth over full year 2020. In actuality, ex-TAC grew 36%, and 25% on a pro forma basis.
--- ---
● Strong Adjusted EBITDA margin in 2021 of 35%.
--- ---

We have always set our sights on profitable growth and our team is excited to have outperformed by delivering numbers north of 30% in two of the key metrics we track, ex-TAC Gross Profit growth (what is left for us after we pay our publishers), and also adjusted EBITDA.

2021 was a milestone year for us. We went public on June 30th and completed the largest acquisition in our history — Connexity. We brought new products to market and won meaningful partnerships all around the world. We demonstrated our differentiation, why we win, as well as established the value of having long term, exclusive publisher partnerships given the predictability it provides us as a business. We did all of this while delivering a “beat and raise” each quarter.

We’re raising our 2022 guidance. We expect Revenues of $1.67B,<br><br> <br>ex-TAC Gross Profit of $665M, and Adjusted EBITDA of<br><br> <br>$204M (each at the midpoint of our guidance).<br><br> <br>This guidance represents an Ex-TAC growth rate of<br><br> <br>28% over last year, and 16% on a pro forma basis,<br><br> <br>with a 30-32% Ratio of Adjusted EBITDA<br><br> <br>to ex-TAC Gross Profit.

We’re over 1,850 people strong today, operating in 22 countries. It’s hard to hire top talent, but it’s a focus for the entire company as well as investing in our people’s productivity and wellbeing.

Taboola exists because there are only 24 hours in a day. The average person makes north of 30,000 decisions a day, and recommendation engines like Taboola help people make decisions that impact their lives, whatever they may be — what to read, what to listen to, what to buy. Our mission is to power recommendations for the Open Web, anywhere outside of walled gardens. Over time, we aim to ensure everything will be personalized, powered by Taboola. Think Amazon’s “people who buy this also buy” but powered by Taboola; for content, products and services; and everywhere in the Open Web outside of walled gardens (Amazon, Facebook, Google). The Open Web is a $64B market, and we have differentiated offerings that help us win business fast, and profitably.

1

You’ve used us before. If you’ve ever been to a website or an app you love like CNBC, or ESPN, BBC, The Independent or El Mundo —Taboola recommends more content from the site you’re on, as well as from elsewhere around the web. People click on Taboola 30 billion times a year, half of it is to read and watch more editorial content, and the other half is sponsored by advertisers.

Now more than 15,000 advertisers work with Taboola to reach users in the Open Web in the right context — when they’re reading about something they care about. We reach about 500 million people every day, it’s safe to advertise with us, and we’re effective. Following the acquisition of Connexity, we are also a leader in powering e-Commerce recommendations, driving more than 1 million monthly transactions. Leading brands including Walmart, Macy’s, Wayfair, Skechers and eBay are among key customers.

A bit about our integration with Connexity. We made progress on three fronts:

1. People - lots of excitement, merging our sales/comms systems, starts feeling like we’re one.
2. Advertisers - momentum in selling Connexity by Taboola starting in China and soon into US.
--- ---
3. Publishers - cross-selling Connexity offering to Taboola publishers in EMEA and APAC.
--- ---

Over the past year, the Open Web has begun to transition from its addiction to tracking user data, and is shifting to contextual targeting. I’m encouraged by where the industry is going. It's safer for users, and contextual advertising is a source of our strength. Advertisers can reach users on Taboola based on their reading preferences — what makes them curious, what interests them, what they’ve watched and read — not just what “they told social networks about themselves.” This is the future.

As I reflect on 2021, there are three important things on my mind as it relates to our business, I’ll share highlights of those, and later in the letter I’ll expand on each:

1. Win business because we’re differentiated in the marketplace.
2. Operate in a $64B market, and we have significant growth opportunities.
--- ---
3. Strong, predictable financial model.
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1.  Win business because we’re differentiated in the marketplace

Many companies in the advertising space offer ads to publishers, but the truth is that nobody looks forward to seeing an advertisement. We don’t just offer ads. When publishers work with us, we empower their entire organization to grow their audience, empower their editorial team and drive revenue growth. This powers the amazing content which readers love to experience.

We’ve taken a product-led approach, investing $100M a year in a unique platform that differentiates us in the marketplace. Publishers that work with us get more than just revenue. Chief editors, product leadership, audience development teams, and eCommerce teams all choose Taboola, and thanks to that we’re able to win long term, exclusive partnerships with some of the most amazing publisher partners in the world.

Here are a few of those investments that took place in 2021. I’ll describe what those are, and why our clients and partners chose Taboola because of them.

2

SmartBid Dimensions AI optimizes campaigns on advertisers’ behalf.

Advertisers choose Taboola because our technology/AI works. Last quarter we announced SmartBid’s newest innovation, Dimensions. Dimensions allow SmartBid to use AI to look at 40 different signals (or ‘dimensions’) in addition to the publisher, such as time of day, day of week, platform, geographic location and more. Our new ability to factor in those dimensions at scale results in strong campaign performance, and since SmartBid is fully automated, it also saves advertisers the time they had to spend on manual bidding.

High Impact Placements support brand and agencies’ growth, and partners like NBC Sports, Future, Reach, Sinclair and more choose us for it.

We launched our High Impact Placements to capture new mid-article inventory, which brands love, and resulted in us expanding business with many of our partners. Brands and agencies are now able to appear in Taboola placements that are prominent, and allow for various formats like video, or large visuals. It gives brands and agencies the ability to track other things like viewability and completion rates, and is supported by partnerships with the likes of DoubleVerify, Moat, IAS and others.

3

“Homepage For You” and Newsroom empower editorial teams, drive growth in engagement and audience, and win partnerships like McClatchy, NDTV and AP.

We’ve been investing in Newsroom, which is our editorial technology that helps writers and editors to A/B test creatives, and find insights to fuel their editorial strategies for the past five years. Recently, we’ve expanded Newsroom to include the ability to empower homepage editors, and act on the data and insights to personalize the homepage using AI, we call it HomePage For You. This new offering has been shown to drive more than a 30% increase in CTRs and has been adopted already by leading publishers. NDTV valued it so much that they signed a 10 year partnership with us.

Taboola News drives audience growth by distributing publishers' content to mobile devices.

In 2021, we signed groundbreaking partnerships with Samsung Brazil and Xiaomi global, two of the largest Android OEM manufacturers in the world, to integrate a feed of news on their devices. Think “Apple News,” but for Android devices. I will provide further updates on our progress here in the next section.

4

Content moderation teams keep our publishers, advertisers, and the Open Web safe.

We are committed to being a leader in content moderation. Today, we have a dedicated moderation team of 50 employees that review every new advertisement. I’m convinced that our process, policies and human approach are one of the best in our space. Our policies are public, local, and relevant to the market they are enforced in. We regularly interact with local reporters and authorities to constantly learn and improve.

New Bidder Technology & Momentum

As I look at the last year, we have had a tremendous amount of momentum, winning partnerships like BBC, Hearst, Penske Media, LINE Today Hong Kong, Le Figaro. We’ve also announced exciting news as we signed a new agreement with Microsoft, lasting to July 2024, allowing both Microsoft and Taboola to look for even faster growth as part of a new bidder technology which Microsoft has supported us in the design of.

As a reminder, about 40% of our growth comes from new wins, and 60% is from existing accounts.

All this sets the foundation that will enable us to grow in 2022 …..and far beyond.

2.  Operate in a $64B market, and we have significant growth opportunities

In our core markets, the Open Web is still monetized using traditional ads, which provide limited value to users. Nobody opens their browser looking for a great banner — while people do actually interact with Google ads, or Amazon ads which do a great job of recommending what the user wants.

5

On Amazon, some of the product recommendations are organic, and some are sponsored — but they are all relevant. Taboola's advertising experiences are similar to Amazon, or Google’s in the sense that they offer both editorial recommendations, as well as paid advertising. I think a lot of the $64B market should look like Amazon, and we can power it.

Taboola offers more than just traditional advertising products — we offer users a mix of editorial recommendations, bundled with paid recommendations, all natively rendered. When you go to search on Google, some of the results are organic, and some are paid — but they’re all related to what you want to do next.

When you buy a product on Amazon, some of the recommendations to other products are organic, and some are paid, but they’re all related to what you want to buy next. When you surf the web, some of what Taboola recommends you is editorial content from the site that you’re on, some are recommendations from around the web and all are relevant to what you may want to discover next.

We’re not stopping there — over the next 10-20 years, Taboola will recommend anything, and be anywhere. Our aspirations are to be on every connected TV, on every mobile device, and in every car. Much like how some cars now come with Spotify for music, cars should be shipped with Taboola inside for local and national news, or for podcast recommendations.

We see tremendous opportunities to grow in new ways — to take our contextual signals, our AI and our data superpower to new places, to disrupt the traditional advertising ecosystem and capture a larger share of the $64 billion Open Web market.

As we think about the future, we want to keep diversifying what we recommend, as well as make sure we are integrated anywhere people spend their time. This is the foundation of our ‘Recommend Anything’ and ‘Recommend Anywhere’ strategy.

6

‘Recommend Anything.’ This is a way for us to diversify what we recommend, and to grow our yield for publishers, which helps us become even more competitive. Over time, we want to recommend audio, apps, games, and other types of verticals. A meaningful amount of our ex-TAC Gross Profit, about 30%, is from high value segments, 15% comes from e-Commerce and 15% comes from brands and agencies.

● Recommending more e-Commerce. We expect that in the coming<br> years, one-third of Open Web publisher revenue will be e-Commerce and with the acquisition of Connexity in 2021, we are set to transform the Open Web through greater product and e-Commerce recommendations.
Connexity is one of the largest e-Commerce media platforms on the Open Web with one million monthly transaction events supported by direct relationships with over 1,600<br> merchants, such as Walmart, Wayfair, Skechers, Macy’s, eBay and Otto. We reach more than 100 million unique shoppers per month, via relationships with premium publishers including Condé Nast, DotDash, Hearst, Vox Media, Meredith, and News<br> Corp Australia. With Connexity we have more relationships, more scale and commerce revenue is now over 15% of our total ex-TAC Gross Profit.

7

● Recommending more with brands and agencies. There’s a huge<br> opportunity for us as the market moves away from traditional banner ads towards in-feed native advertising, which is contextually meaningful to what the user is engaged with at a particular moment on a website.
With our high impact, mid-article product innovation we are bringing a more organic, native advertising solution into areas traditionally monetized through banners. This brings with it more premium demand, such as video. This is key to<br> attracting more agencies to our platform, and the brand name advertisers that they work with.

‘Recommend Anywhere.’ We should be recommending wherever people might be — digital canvases like Android devices, connected TVs, automobiles, audio devices and more. Our first foray into ‘Anywhere’ has been delivering recommendations to mobile devices through our Taboola News platform, our version of Apple News, but only for Android devices.

2021 was a breakout year for Taboola News — we announced partnerships with two of the largest Android OEM manufacturers in the world, Samsung in Brazil and Xiaomi globally, to integrate a feed of news on their devices. Taboola News now drives an average of more than 400 million monthly engagements on editorial content through mobile device and OEM partnerships. This represents an increase of more than 125% year-over-year. (Q4 2020 vs Q4 2021)

8

  1. Taboola has a strong, predictable financial model

We grow fast, over 30% year-over-year in ex-TAC Gross Profit in 2021, and 28% expected in 2022 at the midpoint of our guidance. We have historically generated predictable Adjusted EBITDA margins of 30%+, which converts to positive free cash flow at a healthy rate. Our predictability is driven by long term contracts with publishers that average to approximately 3 years, on a revenue weighted basis, and which give us visibility to core business growth, providing us a solid foundation to invest and grow in new areas. Our balance sheet is strong with positive net cash, and we intend to continue growing and generating cash as we strengthen our leadership position in the market.

The evidence of our value to our partners and clients, and the strength of our business, can be seen in our financials and in our track record. Our business model is built to drive profitable growth while generating cash, and our goal is to be a Rule of 40 business (ex-TAC growth + Adjusted EBITDA margin > 40%). We achieved that in 2021 (in fact we were a rule of 50 business), and our plans call for it again in 2022. The mid-point of our 2022 guidance is $1.67B in revenues, 28% ex-TAC gross profit growth and Adjusted EBITDA of $204M at a margin of 30.7%.

Taboola is a two sided marketplace, we have direct relationships with both publishers and advertisers, and those relationships are unique and special. Let me explain what is special here, and why it grants us a good predictable view of our financials and business.

Most companies who provide advertising solutions to publishers rely on programmatic channels to bring dollars, and they try to be less dependant on it.  They call it “Supply Path Optimization,” and it means that they want less companies between them and the advertiser or client. It means they are not the ones optimizing for the advertiser, and they’re not sure if the advertiser will keep buying. With Taboola, we behave a lot more like Google, Amazon and Meta, where the vast majority of our revenue, about 90%, comes from advertisers who work with us directly. Those advertisers use SmartBid AI to optimize their campaigns, they use our self-serve tools, best practices, new ad formats, data to succeed, and we know who they are. We on-board them, we grow their business, it works.

On the other side, when comparing Taboola to other companies that are mainly demand oriented, and programmatic, our main advantage is that we don’t buy inventory and hope that the inventory we have now will be here tomorrow. We work with publishers, exclusively and long-term. That means that as an advertiser working with Taboola, you’re one step away from the publisher, and there is consistency in the people you get to reach. In many ways, Taboola to the advertiser is much more like a consumer company. You can think of us as “one big global publisher,” we have guaranteed supply, and we reach 500M every single day.

9

In early 2021, when we started our journey to be a public company we presented to the investment community our “PIPE” projections for 2021 and 2022. The table below shows how our 2021 results and our 2022 guidance stack up against those initial expectations.

(dollars in millions) 2021<br><br> <br>Actuals 2021 PIPE <br> Projection 2022<br><br> <br>Guidance 2022 PIPE<br><br> <br>Projection
Revenues $1,378 1,277 8 % $1,666 - $1,678 $1,450
Gross Profit $441 365 21 % $552 - $560 $419
ex-TAC Gross Profit $519 445 17 % $661 - $669 $516
Adjusted EBITDA $179 127 41 % $195 - $213 $143

All values are in US Dollars.

Especially in today’s market, the fact that we grew ex-TAC Gross Profit 30%+ last year on a reported basis and 25% on a pro forma basis, generated $179M in Adjusted EBITDA, have a strong balance sheet, and we generate cash gives us the resources to keep innovating.

Financial Performance

I’ll close by talking about our Q4 2021 financials which, as stated earlier, came in above our guidance, and give us the confidence to raise our guidance for 2022. Gross Profit and ex-TAC Gross Profit both grew over 50% versus Q4 2020 and our Ratio of Adjusted EBITDA to ex-TAC Gross Profit came in at 38.6%, comfortably above our target to be a “rule of 40” business. We are seeing continued good progress in the business — winning new business, executing on our ‘Recommend Anything’ and ‘Recommend Anywhere’ growth initiatives, and realizing very good yield expansion.

Below are the results of Q4 versus our guidance.

(dollars in millions) Q4 2021 Year-over-Year<br><br> <br>Growth Q4 2021 Guidance
Revenues $408 16%​ ​$392 to $396
Gross Profit $144 54% ​$129 to $132
ex-TAC Gross Profit* $169 ​54% ​$163 to $165
Adjusted EBITDA* $65 98% ​$61 to $63

New business contributed 38% and existing business contributed 62% of the growth in Revenues. Gains in yield and the inclusion of Connexity drove much of the growth of our existing base.

10

As mentioned, our Q4 performance gives us confidence to raise our 2022 guidance. The table below includes our current guidance for full year 2022 compared to our previous guidance:

Full Year 2022<br><br> <br>(dollars in millions) Increased Guidance Previous Guidance
Revenues 1,666 - 1,678 21% - 22% ​$1,588 - $1,633
Gross Profit 552 - 560 25% - 27% $530 - $550
ex-TAC Gross Profit 661 - 669 27% - 29% ​$645 - $665
Adjusted EBITDA 195 - 213 9% - 19% ​$193 - $213
Non-GAAP Net Income 119 - 129 NA NA

All values are in US Dollars.

For a complete look at our updated full year and Q1 2022 guidance, please see our Q4 2021 earnings press release, which was furnished to the SEC and also posted on Taboola’s website today at https://investors.taboola.com.

*          *          *

We’re kicking off 2022 on the back of a strong 2021, and we’re energized to keep innovating on the product front, and work with incredible partners all over the world. Our mission is build a recommendations engine for the Open Web, side by side to Google, Amazon and Meta and as a public company, we’re well positioned to keep investing in fulfilling that mission over the next decades.

I’m looking forward to our upcoming earnings call and engaging with investors in the coming months, where I’ll do my best to answer any questions you may have.

Kind regards,

-- Adam Singolda

Founder & CEO Taboola

11

*About Non-GAAP Financial Information

This release includes ex-TAC Gross Profit, Adjusted EBITDA, Ratio of Adjusted EBITDA to ex-TAC Gross Profit and Free Cash Flow, 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 press release for reconciliations to the most directly comparable measures in accordance with GAAP.

**About Pro Forma With Connexity Information

    This release includes historical and projected pro forma information for ex-TAC Gross Profit. The pro forma information presents the pro forma effect of the Connexity acquisition as if it had been completed on January 1, 2020. The pro forma
    information is unaudited, is provided as supplemental information only and is subject to the limitations contained under the heading “Unaudited Pro Forma Condensed Combined Financial Information” in our Prospectus dated September 2, 2021, as
    amended, forming part of our Registration Statement on Form F-1 filed with the Securities and Exchange Commission.

Note Regarding Forward-Looking Statements

Certain statements in this 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”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “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; 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; the impact of the ongoing COVID-19 pandemic; 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 section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s registration statements on Form F-1 as amended and filed on September 30, 2021, and in subsequent filings with the Securities and Exchange Commission (“SEC”).

12

Nothing in this 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.

13

APPENDIX: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 AND FULL YEARS 2021 AND 2020

(Unaudited)

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

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 ​2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Revenues $ 407,668 $ 351,294 $ 1,378,458 $ 1,188,893
Traffic acquisition cost 238,458 241,092 859,595 806,541
Other cost of revenues 25,568 17,181 77,792 62,855
Gross Profit $ 143,642 $ 93,021 $ 441,071 $ 319,497
Add back: Other cost of revenues 25,568 17,181 77,792 62,855
ex-TAC Gross Profit $ 169,210 $ 110,202 $ 518,863 $ 382,352

14

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

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Net income (loss) $ 585 $ 2,753 $ (24,948 ) $ 8,493
Adjusted to exclude the following: ​ ​
Financial expenses (income), net 1,783 1,703 (11,293 ) 2,753
Tax expenses 16,277 1,810 22,976 14,947
Depreciation and amortization 23,061 7,109 53,111 33,957
Share-based compensation expenses(1) 20,641 17,264 124,235 28,277
M&A costs(2) 154 2,354 11,661 17,766
Holdback compensation expenses(3) 2,882 - 3,722 -
Adjusted EBITDA $ 65,383 $ 32,993 $ 179,464 $ 106,193

^1^For the 2021 periods, a substantial majority is Share-based compensation expenses related to going public.

^2^For 2020 periods, represents costs associated with the proposed strategic transaction with Outbrain Inc.which we elected not to consummate, and for 2021 periods, relates to the acquisition of ION Acquisition Corp. 1 Ltd., acquisition of Connexity and going public.

^3^ Represents share based compensation due to holdback of Taboola ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

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.

15

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Gross profit $ 143,642 $ 93,021 $ 441,071 $ 319,497
Net Income (loss) $ 585 $ 2,753 $ (24,948 ) $ 8,493
Ratio of Net income (loss) to Gross profit 0.4 % 3.0 % (5.7 %) 2.7 %
ex-TAC Gross Profit $ 169,210 $ 110,202 $ 518,863 $ 382,352
Adjusted EBITDA $ 65,383 $ 32,993 $ 179,464 $ 106,193
Ratio of Adjusted EBITDA Margin to ex-TAC Gross Profit 38.6 % 29.9 % 34.6 % 27.8 %

16

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

Three months ended<br><br> <br>December 31, Year ended<br><br> <br>December 31,
2021 2020 2021 2020
Unaudited Unaudited
(dollars in thousands) (dollars in thousands)
Net cash provided by operating activities $ 22,968 $ 57,469 $ 63,521 $ 139,087
Purchases of property and equipment, including capitalized platform costs (10,296 ) (4,094 ) (39,070 ) (17,774 )
Free Cash Flow $ 12,672 $ 53,375 $ 24,451 $ 121,313

17

APPENDIX: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2022 AND FULL YEAR 2022 GUIDANCE

(Unaudited)

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

Q1 2022 FY 2022
Unaudited
(dollars in millions)
Revenues 353 - 359 1,666- 1,678
Traffic acquisition cost (218 - 222 (1,003 - 1,011
Other cost of revenues (25 - 27 (106 - 112
Gross Profit 108 - 112 552 - 560
Add back: Other cost of revenues 25 - 27 106 - 112
ex-TAC Gross Profit 134 - 138 661 - 669

All values are in US Dollars.

18

Exhibit 99.3

MANAGEMENT PRESENTATION

Forward-Looking Statements - DisclaimerCertain statements in this presentation are forward-looking statements, including our 2022 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”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “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; 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; the impact of the ongoing COVID-19 pandemic; 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 section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s registration statement on Form F-1 as amended and filed on September 30, 2021 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.  Non-GAAP Financial MeasuresThis Presentation includes certain financial measures not presented in accordance with GAAP including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived therefrom, including free cash flow and ex-TAC Gross Profit, and related margin measures, as well as New Publisher ex-TAC Gross Profit. 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 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 these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page of this Presentation or to the appendix found at the end of this Presentation for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with GAAP.This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.  Industry and Market DataIn 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.  2

TODAY’S PRESENTERS      ADAM SINGOLDAFOUNDER & CEO  STEPHEN WALKERCFO  Founded Taboola over 13 years ago  Has led the company as its CEO ever since  6+ years at TaboolaLed several of Idealab's portfolio companies, including Perfect Market  Prior experience at Disney & General Electric

AGENDA  Taboola Overview/ 2021 in review  Capturing a$64b market  Taboola’s differentiation and why we win  1    2    3  Strong financial model    4

POWERING RECOMMENDATIONS FOR THE OPEN WEBHELPING PEOPLE DISCOVER THINGS THEY MAY LIKE

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

YOU HAVE SEEN TABOOLA BEFORE

SOLVING TREMENDOUSLY DIFFICULT TECHNOLOGICAL CHALLENGES  Predicting what people might be interested in without the intent data that Google has or the personal data that Facebook has and doing it at massive scale.  516M  DAILY ACTIVE USERS1  More than Twitter and Snapcombined2            1 PetabyteData Processed by Taboola AI Daily3  330K+CPU & GPUCores4  1 TrillionMonthly Recommendations5  Daily Active Users measures the 7-day average number of users exposed to Taboola recommendationsTwitter and Snap reported 187M and 249M (respectively) in Q3-2020 Earnings reports(3)(4)(5)Source: Company estimates

$2B+ PAID TO PUBLISHERS OVER 3 YEARS1  Publishers on a 5+ Year Contract with Taboola  FULL TECH STACK FOR PUBLISHERS:LONG-TERM, EXCLUSIVE PARTNERSHIPS WITH PREMIUM PUBLISHERS  116%NDR in 20211      9,000publisher  GLOBAL  (1) Source: Company Data. 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. Excludes Connexity.  MONETIZATIONMonetizing with non-interruptive, native ads    ENGAGEMENTEngaging users by recommending organic content  AUDIENCEDriving quality audiences from across the network

ADVERTISERS CHOOSE TABOOLA TO REACH THE OPEN WEB   Massive reach 516M Daily Active Users1 Performance focus with measurable ROIBrand safe ad placements  Target ads based on what people truly care about      Largest advertiser is 2% of total adspend1  10th largest advertiser is 1% of total adspend1101% Net Dollar Retention over the period Q4 2018 - Q3, 20202 VSource: Company DataExcluding Q2-2020 due to expected one-time impact of COVID-19

2021 IN REVIEW - SIGNED INCREDIBLE PARTNERSHIPS  Winning and building partnerships with exciting new publishersBBC, Hearst, Penske Media, Line TodayRenewing and extending long term relationshipsNew contract with Microsoft through July 2024Global deals including 5 year renewals with both Le Figaro and La Dépêche du Midi groupNBC Sports and Future PLC as exclusive mid-article content recommendation and video providerNDTV for 10 Years!

2021 IN REVIEW – GAME CHANGING PRODUCT INNOVATIONS  Launched High Impact Placements bringing Taboola into mid-article, driving Brands & Agencies to 15% of RevenuesIntroduced SmartbidDimensions using A.I. to couple contextual and demographic data with more user dimensions to maximize advertiser campaign performance autonomouslyAnnounced new bidding technology, launching first with Microsoft, ultimately can extend the reach of our advertisers beyond our network of publishers

2021 IN REVIEW – EXTENDING LEADERSHIP IN BRAND SAFETY  Attained in Q3 Trustworthy Accountability Group (TAG) brand safety certificationAnnounced a new partnership with DoubleVerify (DV) to embed DV’s pre-bid brand safety and suitability targeting technologyPartnered with Oracle Moat to introduce video measurement offering directly integrated within Taboola Ads

2021 IN REVIEW -Connexity Acquisition  Acquired Connexity, creating a powerful e-Commerce partner for publishersHigh trust with merchants: 90%+ of revenue from direct relationships, 65% is CPCAnticipated Synergies: $100M+ Annual ex-TAC in 4 yearsUnique, scaled platform:        1,600+Direct Merchant Relationships  $4B+Gross Merchandise Sales  750MProduct Offerings (SKUs)  1M+Monthly Transactions  6k+Publisher Relationships

2021 IN REVIEW –Taboola News  Breakout year for Taboola News  Samsung Brazil partnership, integrating content from Taboola’s premium publishers on Samsung devicesGlobal partnership with Xiaomi, 100 million mobile devices in 60 marketsAveraging more than 400 million monthly engagements on editorial content through mobile device and OEM partnerships

INCREASED GUIDANCE AFTER EACH QUARTER  $1,378M   Revenues  $519M  ex-TAC Gross Profit1  2021  (1) Non-GAAP measures, see appendix for reconciliation to GAAP  $179M  Adj. EBITDA1   $1,277M   $445M  ORIGINAL PIPE EXPECTATIONS  $127M  16%   36%2  GROWTH RATE  69%  $441M  Gross Profit  $365M  38%  CONSISTENTLY EXCEEDED 2021 FINANCIAL EXPECTATIONS  (2) Pro Forma ex-TAC growth of 25%, above original PIPE Expectation of 16% growth

before net financial expenses income tax expenses/    FY 2022GUIDANCE  GROWTH RATE VS 2021  Revenues $1,666 - 1,678M 21 - 22%      Gross Profit  $552 - 560M  25 - 27%  ex-TAC Gross Profit1  $661 - 669M  27 - 29%  Adj. EBITDA1, 2  $195 - 213M  9 - 19%    MOMENTUM CONTINUES INTO 2022Fast Growth | 30%+ Adj. EBITDA Margin | Strong Free Cash Flow1  Ratio of Adj. EBITDA to ex-TAC Gross Profit  30 - 32%Non-GAAP measures, see appendix for reconciliation to GAAPWe 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.

AGENDA  Taboola Overview/ 2021 in review  Capturing a$64b market  Taboola’s differentiation and why we win  1    2    3  Strong financial model    4

TABOOLA’S DIFFERENTIATION AND WHY WE WIN  Growth fuelled by a network effect  Long-term yield increase opportunity  Taboola’s technology is resilient to the future disappearance of third-party cookies  Platform advantage driven by Taboola’s technology  Proven, founder-led management team  Superior financial profile with recurring revenues, scale, and profitable growth    1    2    3              4    5    6

SCALE MATTERS IN OUR INDUSTRY- GROWTH WITH A BUILT-IN NETWORK EFFECT  More publisher partners  More users reached More Data Generated  More advertisers More Successful  Higher yield (Better Results for Advertisers and Publishers)    1

WHAT MAKES UP YIELD    2  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.  CTRClick Through Rate  CPCCost Per Click  Conversio nRate          YIELD

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

TABOOLA TECH IS BUILT FOR A COOKIE-LESS, IDFA/ ATT WORLD  (1) Source: Company data. Clicks represent total clicks on Taboola recommendations, including paid advertisements (“sponsored content”) and editorial ("organic") content  Taboola has its own 1st 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 - re-hashing Taboola identifier across websites      Taboola’s strong yield performance despite 3rd party cookies being blocked in the industry for years:Apple started blocking 3rd party cookies in 2017Firefox, Edge, etc are also blocking 3rd party cookies  GDPR launched in 2018CCPA launched in 2019IDFA launched April, 2021    3

500R&D staff  100in Algo & Data  $100M+Annual R&D Investment        PLATFORM ADVANTAGE DRIVEN BY INVESTMENT IN TECH  4

PROVEN, FOUNDER-LED MANAGEMENT TEAM  KRISTY SUNDJAJASVP, People Operations1 year at Taboola                ADAM SINGOLDAFounder & CEO13 years at Taboola  STEPHEN WALKERCFO6 years at Taboola  ELDAD MANIVPresident & COO8 years at Taboola  LIOR GOLANCTO11 years at Taboola  AVIV SINAI SVP, R&D13 years at Taboola  RAN BUCK SVP, Global Revenue7 years at Taboola  5

FY 2022GUIDANCE  GROWTH RATE VS 2021  Revenues $1,666 - 1,678M 21 - 22%      Gross Profit  $552 - 560M  25 - 27%  ex-TAC Gross Profit1  $661 - 669M  27 - 29%  Adj. EBITDA1  $195 - 213M  9 - 19%    SUPERIOR FINANCIAL MODELFast Growth with 30%+ Adj. EBITDA Margin and Strong Cash Generation  Ratio of Adj. EBITDA to ex-TAC Gross Profit    6  30 - 32%Non-GAAP measures, see appendix for reconciliation to GAAPWe 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

AGENDA  Taboola Overview/ 2021 in review  Capturing a$64b market  Taboola’s differentiation and why we win  1    2    3  Strong financial model    4

TABOOLA IS POISED TO CAPTURE SHARE OF THE $64B OPEN WEB MARKET  More than ads, product led - driving engagement, and audience to the entire publisher orgExclusive & direct relationships with publishers/advertisers - enables end-to-end innovation and predictable growth1st party & contextual data, built for a cookieless world - We’re “always on” - all users, all GEOs, all platforms. 500M+ DAU.(1)  Source: Original Image: “State of the Open Internet” by Jounce Media, January 2020, Modified to reflect Taboola as part of The Open Web(1) Daily Active Users measures the 7-day average number of users exposed to Taboola recommendations              THE OPEN WEB        Audience Network  Amazon DSP

RECOMMENDING ANYTHING, ANYWHEREA MULTI BILLION DOLLAR OPPORTUNITY    Core Business  $1B+ in 2021 & Growing Rapidly2      A N Y T H I N G      $100M’s in 20213    $10M’s in 20211  New products and segments  (TV ads, eCommerce, app downloads, gaming...)  A N Y W H E R ETaboola News (mobile carriers, device manufacturers, CTV...)      Note: Financial models take into consideration only the core business  This Game Will Keep You Up All Night!Good Game | Sponsored  (1)(2)(3)Source: Company data, Revenues. (3) includes Connexity29

Winning $64B Core MarketReplacing Traditional Ads With Taboola Recommendations  Amazon recommending products - some are organic, some are paid. Similar to Taboola recommendations

RECOMMENDING ANYTHING:  E-COMMERCE WITH CONNEXITY(15% of ex-TAC Gross Profit as of Q4 2021)

Connexity AcquisitionOne of the largest e-Commerce media platforms in the world  $800 million Total ConsiderationIncluding purchase price and retention incentives  Closed September 1, 2021  Primarily a cash transactionApproximately: $260M cash from balance sheet$300M committed debt financing$240M in Taboola stock32

THE FUTURE OF THE OPEN WEB IS E-COMMERCE  $1b GMS in 2020, 47% of H1 2021 media revenue, 56% YoY growth        $500m GMS in 2020,ecommerce to be 31% of revenue by 2024  $1b GMS in FY 2021,over 25% YoY growth in related revenue  Reviewed.com - 50% YoY top line growth for the last 3 years  33  Source: eMarketer, Publishers and Commerce 2021Source: Di giday, Digiday Research: Commerce is now a revenue stream for a majority of publishersSource: LinkedIn  60% of publishers list e-commerce as a top revenue opportunity.1  Publishers generating revenue from e- commerce has grown over 3x in the last year.2  There are nearly 150 Commerce Editors currently in the US - one of the fastest growing roles in the newsroom.3

RECOMMENDING ANYTHING: E-COMMERCE AND HOW WE SERVE MERCHANTS IN THE OPEN WEB  MERCHANTS  Audience Network (Walled Gardens)  Search  Social  Publishers SolutionsMonetized Links in Editorial Content  Product Listings in Shopping Experiences  WALLED GARDENS                        OPEN WEB

OPEN WEB - $64B  e-Commerce - ~$40B          e-Commerce - ~$60B    WALLED GARDEN - $260B  $64B+$60B=$124B TAM    MERCHANTS NEED EFFECTIVE CHANNELS BEYOND THE WALLED GARDENS.“For advertisers seeking brand-safe, transparent partners, reputable publishers deliver exposure and qualified customers from among their audiences.”  $40B of the Open Web $60B is eCommerce. With Connexity we can fully tap into it for the first time.  $60B of Walled Garden TAM is eCommerce. With Connexity we can now tap into it.  EXPANDED TABOOLA TAM TO $124B  WITH E-COMMERCE AD BUDGETS                                    Source: eMarketer, Statista, Harris Poll, Jounce, Company analysis, 2020

Connexity on Taboola Publishers - and grow publishers % of traffic with intentTake Connexity GlobalConnexity merchant demand on Taboola publisher supplyExpanding Connexity’s Client base by Leveraging Taboola Ad SalesBetter personalization/yield by merging datasets - recommendations + e-commerce  ANTICIPATED SYNERGIES -$100M+ ANNUAL EX-TAC IN 4 YEARS

People - London office locations merged; NY planned in H1-2022. Complementary teams sharing info, tools, and resources.Ad Sales - Beginning global expansion of Connexity via Taboola’s international ad sales teams (first in China, Brazil)Publishers - started upselling to Taboola publishers, and building a more resource-heavy list of publishers to go “all in” with them on eCommerce  STRONG INITIAL INTEGRATION MOMENTUM

RECOMMENDING ANYTHING:  BRANDS & AGENCIES(~ 15% of ex-TAC Gross Profit as of Q4 2021)

TABOOLA HIGH IMPACTA premium solution for achieving brand awareness  Premium Ad Placements & ExperiencesBrand Safety & Adjacency ControlUnique Readership Data & Insights

RECOMMENDING ANYWHERE:TABOOLA NEWS

ANYWHERE: TABOOLA NEWS  41      BRINGING PREMIUM CONTENT TO PEOPLE EVERYWHERETaboola 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.Running in more than 60 markets around the worldWith over 85M Monthly devicesBecoming a meaningful source of traffic to our publishersWORKING WITH THE TOP OEMS:

AGENDA  Taboola Overview/ 2021 in review  Capturing a$64b market  Taboola’s differentiation and why we win  1    2    3  Strong financial model    4

TABOOLA FOCUSES  ON PROFITABLE GROWTH1  Upside in our modelGrowth from Core Open Web business onlyConservative growth assumed for existing baseAdditional upside from existing growth initiatives and inorganicLong-term model 20%+ ex-TAC Gross Profit Growth30%+ Ratio of Adjusted EBITDA to ex-TAC Gross Profit  (1),(2),(3) Non-GAAP measure, see appendix for reconciliation to GAAP Note: Projections reflect the mid-point of 2002 guidance  PROFITABLE GROWTH RULE OF 40 BUSINESS

COVID-19 IN 2020 PROVEDTHE RESILIENCY OF OUR MODEL  RELENTLESS FOCUS ON YIELDS…  …  COMBINED WITH  HISTORICALLY LOW  COSTS  EXITED 2020 STRONGER THAN WE ENTERED WITH SUSTAINABLY HIGHER PERFORMANCESustainable yield increase, driving higher margins  Yield is a normalized measure of performance that controls for changes due to traffic shifts.Cash Expenses is the difference between Adj. EBITDA and exTAC Gross Profit. 2019 isadjusted to reflect Ratio of Adj. EBITDA to ex-TAC Gross Profit as detailed on the preceding slide.  COVID-19 / Recession Dip  Strong Recovery           Yield1  Worked with publisher partners to optimize for yieldSigned more advertisers seeking consumers digitallyDramatic improvements in algorithms    1    2  Reset cost base  Hiring freeze permanently “right sized” organization (sustainable)Reduced travel, real estate and overhead (partially sustainable)    1    2

1    2  GROWTH DRIVEN BY COREOPEN WEB INSTALLED BASE  CONTINUED GROWTH FROM NEW SUPPLY...  …HELPS PROVIDE FUEL FOR GROWTH FROM A STRONG INSTALLED BASE.  New digital property partners within the first 12 months that were live on our networkNet 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.  New Publisher1 ex-TAC Gross Profit  Historically 10-15% new supply growthProjecting similar range going forward    1    2  Net Dollar Retention2 Growth Has Two Elements  Improvements in yieldMore supply from existing publishersHistorically 110-120% on average

SELECTED  NON-GAAP  METRICS      ADJ. EBITDA1($ in millions)  2020A  2021A          $106M  $382M  $179M  $519M  (1),(2),(3),(4) Adj. EBITDA, ex-TAC Gross Profit, and Ratio of Adj. EBITDA to ex-TAC Gross Profit, and Adj. Gross Profit Margin are Non-GAAP measures, see appendix for reconciliation to GAAP. Adj. Gross Profit Margin is projected to exceed 80% in 2021. Adj. Gross Profit Margin is calculated by dividing Gross Profit by ex-TAC Gross Profit.Note: Growth rates reflect 2022 growth over 2021. 2022 projection reflects the mid-point of current company guidance.  27% - 29%ex-TAC Gross Profit Growth  30% - 32%Ratio of Adj EBITDA to ex-TAC Gross Profit3  25% - 27%Gross Profit Growth  80%+Adj. Gross Profit Margin4          $204M  2022Eex-TAC Gross Profit2 ($ in millions)  $665M

Thank you.  47

APPENDIX

OUR MODEL IN A NUTSHELL  49  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:  Revenue paid by Advertisers, before traffic acquisition costs (TAC) paid to Publishers. CNX Revenues paid by advertisers after traffic acquisition costs paid to Publishers.Revenue to Taboola after TAC paid to Publishers. Non-GAAP measure, see appendix for reconciliation to GAAPNon-GAAP measure, see appendix for reconciliation to GAAPNon cash charges, Cash charges excluded from Adjusted EBITDA    49    Adjusted EBITDA(3)  $67    Dep, Amort, Share Based Comp, Other item  $50  +    =    (4)  Change in WC, Other items + PP&E and Capitalized Platform Costs  ($22)    $45  +  =Free Cash Flow(3)

HISTORICAL & PROJECTED REVENUES & EX-TAC GROSS PROFIT1 (REPORTED BASIS)  50  (1) Non-GAAP measure, see appendix for reconciliation to GAAPNote: 2022 projections reflect the mid-point of current company guidance.

KEY MODEL ASSUMPTIONS    ex-TAC Gross Profit1Historically, Taboola grew 20%+ (CAGR ’17-’21)In 2021, Taboola generated $519 million ex-TAC Gross ProfitFor FY 2022, the Company expects ex-TAC Gross Profit in range of $661 - 669M  ADJUSTED EBITDA2$179 million in 2021 and growing faster than ex-TAC Gross ProfitFor FY 2022, the Company expects Adjusted EBITDA in range of $195 - 213MRule of 40: ex-TAC growth + Ratio of Adj. EBITDA to ex-TAC Gross Profit3 always above 40%  COST ASSUMPTIONSReturn to “normal” operations and cost basis in 2022Two primary costs (headcount and hardware / IT) grow commensurate with revenue growthHigher costs (and lower operating margin) in 2021 driven by transaction related share-based compensation expenses  (1),(2),(3) Non-GAAP measures, see appendix for reconciliation to GAAP  51

SELECTED GAAP AND NON-GAAP METRICS  52  (1)Non-GAAP measures, see appendix for reconciliation to GAAPNote: 2022 projections reflect the midpoint of current company guidance.

(1) Non-GAAP measure, see appendix for reconciliation to GAAP  FY 2022 GUIDANCE  53  1  2  (1)  1  1

ADDITIONAL MODELING ASSUMPTIONS  Interest expense of approximately $3.5M per quarter associated with $300M term loan related to the Connexity acquisitionShare based compensation of $128M in 2021 unusually high as a result of going public triggering event, 2022 estimated at $83MDepreciation & Amortization of $53M in 2021; increase related to Connexity Purchase Price Accounting allocation, 2022 estimated at $93MFree Cash Flow expected to be 60% of Adjusted EBITDA in long-term models  54

ADJUSTED EBITDA RECONCILIATION  55  Note: Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for projected Net income (loss), the most directly comparable GAAP measures. 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.

2021 QUARTERLY RESULTS: ADJUSTED EBITDA RECONCILIATION  56  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  57  Note: 2022 projections reflect the midpoint of current company guidance.

RATIO OF ADJUSTED EBITDA TO EX-TAC GROSS PROFIT RECONCILIATION  3

EX-TAC GROSS PROFIT MARGIN RECONCILIATION  59

HISTORICAL & PROJECTED ADJ. GROSS PROFIT MARGIN RECONCILIATION  Note: Adj. Gross Profit Margin is calculated by dividing Gross profit by ex-TAC Gross Profit. 2022 projections reflect midpoint of company’s current guidance.  60

HISTORICAL FREE CASH FLOW RECONCILIATION  (1) Adj. EBITDA Plus the change in working capital reflects the Net cash provided by operating activities. For estimated periods, Net cash from operating activities assumes 53-57 days payables outstanding and 40-45 days sales outstanding.61

CONSOLIDATED BALANCE SHEET  ($ in millions)  As of Dec 31, 2019  As of Dec 31, 2020  As of Dec 31, 2021  Cash, cash equivalents and short-term deposits  $ 116  $ 243  $ 319  Total Assets  $ 482  $ 580  $ 1,598  Total Liabilities & Convertible Shares  $ 475  $ 534  $ 830  Accumulated Deficit  $ (40)  $ (31)  $ (56)  Additional Paid-in-capital  $ 47  $ 78  $ 824  Total Shareholders' Equity  $ 7   $ 47  $ 768  4

2021 QUARTERLY RESULTS:EX-TAC GROSS PROFIT RECONCILIATION  63

2022 FULL YEAR GUIDANCE:EX-TAC GROSS PROFIT RECONCILIATION  64

Z  Z  THANK YOU!

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