GLBE 20-F Report ended Dec. 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

OR

For the fiscal year ended December 31 , 2024

OR

For the transition period from      to

OR

Date of event requiring this shell company report

Commission File Number 001-40408

Global-E Online Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s Name Into English)

State of Israel

(Jurisdiction of Incorporation or Organization)

9 HaPsagot Street ,

Petah Tikva 4951041 , Israel

(Address of Principal Executive Offices)

Amir Schlachet

Chief Executive Officer

Telephone: + 972 - 73-2605078

Email: amir@global-e.com

Global-E Online Ltd.

9 HaPsagot Street

Petah Tikva 4951041 , Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒

---

ABOUT THIS ANNUAL REPORT		1
BASIS OF PRESENTATION		1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		2
PART I		5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		5
ITEM 3. KEY INFORMATION		5
A. [RESERVED]		5
B. Capitalization and Indebtedness		5
C. Reasons for the Offer and Use of Proceeds		5
D. Risk Factors		5
ITEM 4. INFORMATION ON THE COMPANY		40
A. History and Development of the Company		40
B. Business Overview		40
C. Organizational Structure		59
D. Property, Plants and Equipment		59
ITEM 4A. UNRESOLVED STAFF COMMENTS		59
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		59
A. Operating Results		66
B. Liquidity and Capital Resources		69
C. Research and Development, Patents and Licenses, Etc.		71
D. Trend Information		71
E. Critical Accounting Estimates		72
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		73
A. Directors and Senior Management		73
B. Compensation		75
C. Board Practices		79
D. Employees		89
E. Share Ownership		90
F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation		90

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		90
A. Major Shareholders		90
B. Related Party Transactions		92
C. Interests of Experts and Counsel		94
ITEM 8. FINANCIAL INFORMATION		94
A. Consolidated Statements and Other Financial Information		94
B. Significant Changes		95
ITEM 9. THE OFFER AND LISTING		95
A. Offer and Listing Details		95
B. Plan of Distribution		95
C. Markets		95
D. Selling Shareholders		95
E. Dilution		96
F. Expenses of the Issue		96
ITEM 10. ADDITIONAL INFORMATION		96
A. Share Capital		96
B. Memorandum and Articles of Association		96
C. Material Contracts		96
D. Exchange Controls		96
E. Taxation		97
F. Dividends and Paying Agents		103
G. Statement by Experts		103
H. Documents on Display		103
I. Subsidiary Information		103
J. Annual Report to Security Holders		103
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		103
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

PART II		104
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		104
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		104
ITEM 15. CONTROLS AND PROCEDURES		104
ITEM 16. [RESERVED]		105
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT		105
ITEM 16B. CODE OF ETHICS		105
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES		105
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		106
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		106
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		106
ITEM 16G. CORPORATE GOVERNANCE		106
ITEM 16H. MINE SAFETY DISCLOSURE		106
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		106
ITEM 16J. INSIDER TRADING POLICIES		107
ITEM 16K. CYBERSECURITY		107
PART III		108
ITEM 17. FINANCIAL STATEMENTS		108
ITEM 18. FINANCIAL STATEMENTS		108
ITEM 19. EXHIBITS		109
SIGNATURES		110
INDEX		F-1

•

“Gross Merchandise Value” or “GMV” is defined as the combined amount we collect from the shopper and the merchant for all components of a given transaction, including products, duties and taxes and shipping;

•

“Adjusted EBITDA” is a non-GAAP financial measure and is defined as net profit (loss) adjusted for income tax (benefit) expenses, financial expenses (income) net, stock based compensation expenses, depreciation and amortization, commercial agreements amortization, amortization of acquired intangibles, merger related contingent consideration, and acquisition related expenses. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenues;

•

“Non-GAAP Gross Profit” is a non-GAAP financial measure and is defined as gross profit adjusted for amortization of acquired intangibles. “Non-GAAP gross margin” is calculated as Non-GAAP gross profit divided by revenues;

•

“Net Dollar Retention Rate” for a given period is calculated by dividing the GMV in that period by the GMV in the comparable period in the prior year, in each case, from merchants that processed transactions on our platforms in the earlier of the two periods. Our Net Dollar Retention in 2023 excludes Borderfree Inc. and affiliated companies (“Borderfree”) that were acquired in 2022, as it is based on annual GMV figures, and Borderfree’s financials were consolidated into the Company’s financials in July 2022; therefore, GMV was not recorded for the full year in 2022; and

•

“Gross Dollar Retention Rate” is a key performance indicator and in order to calculate it for a particular quarter, we first calculate the total seasonality adjusted annualized GMV for that quarter. We then calculate the value of GMV from any merchants who discontinued their use of our platforms during that quarter, or churned, based on their total GMV from the four quarters preceding such quarter, which we refer to as churned GMV. We then divide (a) the churned GMV by (b) the total seasonality adjusted annualized GMV to calculate the percentage churn for that quarter. Gross Dollar Retention Rate for a particular year is calculated by aggregating the percentage churn of the four quarters within that year and subtracting the result from 100%.

•

“Free Cash Flow”, which Global-e defines as net cash provided by operating activities less purchase of property and equipment.

•

our rapid growth and growth rates in recent periods may not be indicative of future growth;

•

our ability to retain existing, and attract new, merchants;

•

our ability to anticipate merchant needs or develop or integrate new functionality or enhance our existing platforms to meet those needs;

•

our ability to implement and use artificial intelligence and machine learning technologies successfully;

•

our ability to compete in our industry;

•

our reliance on third-parties, including our ability to realize the benefits of any strategic alliances, joint ventures, or partnership arrangements and to integrate our platforms with third-party platforms;

•

our ability to develop or maintain the functionality of our platforms, including real or perceived errors, failures, vulnerabilities, or bugs in our platforms;

•

our history of net losses;

•

our ability to manage our growth and manage expansion into additional markets and the introduction of new platforms and offerings;

•

our ability to accommodate increased volumes during peak seasons and events;

•

our ability to effectively expand our marketing and sales capabilities;

•

our expectations regarding our revenue, expenses and operations;

•

our ability to operate internationally;

•

our reliance on third-party services, including third-party providers of cross-docking services and third-party data centers, in our platforms and services and harm to our reputation by our merchants’ or third-party service providers’ unethical business practices;

•

our operation as a merchant of record for sales conducted using our platform;

•

regulatory requirements and additional fees related to payment transactions through our e-commerce platforms could be costly and difficult to comply with;

•

compliance and third-party risks related to anti-money laundering, anti-corruption, anti-bribery, regulations, economic sanctions and export control laws and import regulations and restrictions;

•

our business’s reliance on the personal importation model;

•

our ability to securely store personal information of merchants and shoppers;

•

increases in shipping rates;

•

fluctuations in the exchange rate of foreign currencies has impacted and could continue to impact our results of operations;

•

our ability to offer high quality support;

•

our ability to expand the number of merchants using our platforms and increase our GMV and to enhance our reputation and awareness of our platforms;

•

our ability to adapt to emerging or evolving regulatory developments, changing laws, regulations, standards and technological changes related to privacy, data protection, data security and machine learning technology and generative artificial intelligence evolves;

•

our role in the fulfilment chain of the merchants, which may cause third parties to confuse us with the merchants;

•

our ability to establish and protect intellectual property rights; and our use of open-source software which may pose particular risks to our proprietary software technologies;

•

our dependency on our executive officers and other key employees and our ability to hire and retain skilled key personnel, including our ability to enforce non-compete agreements we enter into with our employees;

•

litigation for a variety of claims which we may be subject to;

•

the adoption by merchants of a D2C model;

•

our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing;

•

our ability to maintain our corporate culture;

•

our ability to maintain an effective system of disclosure controls and internal control over financial reporting;

•

our ability to accurately estimate judgments relating to our critical accounting policies;

•

changes in tax laws or regulations to which we are subject, including the enactment of legislation implementing changes in taxation of international business activities and the adoption of other corporate tax reform policies;

•

requirements to collect sales or other taxes relating to the use of our platforms and services in jurisdictions where we have not historically done so;

•

global events or conditions in individual markets such as financial and credit market fluctuations, war, climate change, and macroeconomic events;

•

risks relating to our ordinary shares, including our share price, the concentration of our share ownership with insiders, our status as a foreign private issuer, provisions of Israeli law and our amended and restated articles of association and actions of activist shareholders;

•

risks related to our incorporation and location in Israel, including risks related to the ongoing war and related hostilities; and

•

other statements described in this Annual Report under “Risk Factors,” “Operating and Financial Review and Prospects,” and “Business.”

A.	[RESERVED]

B.	Capitalization and Indebtedness

C.	Reasons for the Offer and Use of Proceeds

D.	Risk Factors

•

increase the overall sales volume facilitated by our platforms;

•

sustain and improve merchant retention rates;

•

increase merchants’ e-commerce sales conversion rates;

•

successfully expand our merchants into new geographies;

•

attract new merchants to our platforms in existing and new geographies, segments and verticals;

•

successfully integrating or maintaining the technologies, platforms and business propositions, modalities or offerings of business we have acquired;

•

successfully realize all the benefits from our third party partnerships and collaborations;

•

provide integration with our merchants’ online e-commerce web-stores;

•

maintain the security, reliability and integrity of our platforms;

•

maintain compliance with existing and comply with new applicable laws and regulations, including new tax rates and tariffs;

•

price our platforms effectively so that we are able to attract and retain merchants;

•

successfully compete against our current and future competition and competing solutions; and

•

maintain service levels and consistent quality of our platforms.

•

merchants may choose to develop global e-commerce capabilities internally or choose competing solutions;

•

merchants may merge with or be acquired by companies using a competing solution or an internally developed solution;

•

competing or alternative solutions may be offered as part of a bundle of e-commerce services;

•

current or potential global or regional competition and competing solutions, both in geographies where we already operate, and in geographies where we do not operate, may adopt more aggressive pricing policies, offer more attractive sales terms, adapt more quickly to new technologies and changes in merchant requirements or devote greater resources to the promotion and sale of their products and solutions than we can; and

•

current and potential competition may merge or establish cooperative relationships among themselves or with third parties to enhance their products, solutions and expand their markets (or in new markets), forming alliances that rapidly acquire significant market share.

•

the need to localize our solutions, including product customizations and adaptation for local practices and regulatory requirements;

•

lack of familiarity and burdens of ongoing compliance with local laws, legal standards, regulatory requirements, tariffs, local tax regimes and customs formalities and other barriers;

•

heightened exposure to fraud;

•

legal uncertainty in foreign countries with less developed legal systems;

•

potentially greater difficulty to execute and enforce contracts, including our terms of service and other agreements despite our efforts to adjust our contracts and service terms to local laws and regulations;

•

unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or customs formalities, embargoes, exchange controls, government controls or other trade restrictions;

•

differing technology standards;

•

difficulties in managing and staffing international operations and differing employer/employee relationships;

•

fluctuations in exchange rates that may increase our foreign exchange exposure;

•

potentially adverse tax consequences, including the complexities of foreign tax laws (including with respect to value added taxes) and restrictions on the repatriation of earnings;

•

potential or actual violations of domestic and international anti-money laundering laws and anticorruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act;

•

uncertain political, national and economic climates in foreign markets;

•

geo-political or national conflicts and situations and heightened rates of inflation and recessionary pressures in various countries, that directly (e.g. by virtue of war zones not being serviceable at all) or indirectly affect our operations, consumer sentiment or e-commerce activities in general;

•

rapidly rising inflation across the U.S. and global economy, driving up the costs of goods and services;

•

managing and staffing operations over a broader geographic area with varying cultural norms and customs;

•

varying levels of internet, e-commerce and mobile technology adoption and infrastructure;

•

reduced or varied protection for intellectual property rights in some countries;

•

new and different sources of competition;

•

costs and liabilities related to compliance with the numerous and ever-growing landscape of international data privacy and cybersecurity regimes, many of which involve disparate standards and enforcement approaches; and

•

data privacy and data protection laws which may require that merchant and/or shopper data be processed and stored in a designated territory.

•

require costly litigation to resolve and the payment of substantial royalty or license fees, lost profits or other damages;

•

require and divert significant management time;

•

cause us to enter into unfavorable royalty or license agreements;

•

require us to discontinue some or all of the features, integrations, and capabilities available on our platforms;

•

require us to indemnify our merchants or third-party service providers; and/or

•

require us to expend additional development resources to redesign our platforms.

•

develop new features, integrations, capabilities, and enhancements;

•

continue to expand our product development, sales, and marketing organizations;

•

respond to competitive pressures or unanticipated working capital requirements; or

•

pursue acquisition opportunities.

•

actual or anticipated fluctuations in our results of operations;

•

variance in our financial performance from the expectations of market analysts;

•

announcements by us or our direct or indirect competition of significant business developments, changes in service provider relationships, acquisitions or expansion plans;

•

changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business;

•

changes in our pricing model;

•

our involvement in litigation or regulatory actions;

•

our sale of ordinary shares or other securities in the future;

•

market conditions in our industry;

•

changes in key personnel;

•

the trading volume of our ordinary shares;

•

publication of research reports or news stories about us, our competition or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•

changes in the estimation of the future size and growth rate of our markets; and

•

general economic and market conditions.

•

the Israeli Companies Law, 5759-1999 (the “Companies Law”) regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased;

•

the Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

•

the Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

•

our amended and restated articles of association divide our directors into three classes, each of which is elected once every three years;

•

our amended and restated articles of association generally require a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment of a limited number of provisions, such as the provision dividing our directors into three classes, requires a vote of the holders of at least 70% of our voting power;

•

our amended and restated articles of association restrict us, subject to certain exceptions, from engaging in certain business combination transactions, with any shareholder who holds 20% or more of our voting power. The transactions subject to such restrictions include mergers, consolidations and dispositions of our assets with a market value of 10% or more of our assets or outstanding shares. Subject to certain exceptions, such restrictions will apply for a period of three years following each time a shareholder became the holder of 20% or more of our voting power;

•

our amended and restated articles of association do not permit a director to be removed except by a vote of the holders of at least 70% of our voting power; and

•

our amended and restated articles of association provide that director vacancies may be filled by our board of directors.

•

Languages - localized marketing messaging and checkout in over 30 languages.

•

Pricing - more than 100 currencies as well as a sophisticated pricing engine customizable according to the shopper’s location, local market retail pricing conventions and the merchant’s pricing strategy.

•

Payments - over 150 payment methods, with new payment methods being continuously added.

•

Duties and taxes - the ability to accurately pre-calculate import duties and taxes and remit them in over 170 destination markets, simplifying the customs clearance process and allowing for a guaranteed landed price quote for both the shopper and the merchant. We also ensure we are addressing local market import restrictions.

•

Delivery - an extensive network of more than 20 shipping carriers, offering multiple shipping modes at attractive rates, including specialized shipping options such as Pick-Up & Drop-Off where applicable. We have found that shopper preferences for shipping modes and pricing vary significantly among markets and are an important driver of conversion rates.

•

After-sale support and returns - multi-lingual shopper services and multiple returns options, including pre-paid and local returns in relevant markets.

•

Value-added services - in recent periods we introduced complementary value-added services such as duty drawback programs (enabling merchants to collect back certain duties and taxes that were charged in case of shopper-returned products), and demand generation services aimed to enhance international e-commerce by driving high intent traffic to the websites of participating merchants mainly through Borderfree.com.

•

Increased sales conversion : we enable merchants to scale globally in a rapid, efficient manner. We ensure that the merchants are able to capitalize on their valuable international shopper traffic and growth potential by eliminating friction to decrease the gap between international markets’ share of traffic and monetization. This enables the merchants to generate an uplift in sales from the conversion of their international shopper conversion. We have seen merchants experience significant uplift in international traffic conversion after beginning to use our platform.

•

Enabling expansion flexibility: Global-e presents merchants with flexibility to expand as they seek to capture the global e-commerce opportunity. We transform what otherwise would have required significant time and financial investments in proprietary development and go-to-market efforts into an efficient expansion solution managed by adjusting mere configurations on the Global-e platforms per market.

•

Reducing merchant complexity: Global-e assumes the role of merchant of record (“MoR”) vis-à-vis the shopper. We believe that taking on such responsibility significantly reduces legal complexity for the merchants, as we report and forward relevant import taxes and handle import compliance in the local market to where a sale is made, in line with specific market regulations. Our MoR status allows us to handle tax recovery for returned goods, with no hassle to the merchant. We bear certain fraud and foreign exchange risks that would otherwise be borne by the merchants and offer simple access to dozens of local payment methods, which further reduces potential frictions that could deter both merchants and shoppers from engaging in global transactions. We also adapt our systems and operations on an ongoing basis to address the evolving regulatory landscape and technical backdrop. Vis-à-vis the merchant, we streamline order processing by periodically reconciling all international orders in bulk and in the merchant’s native currency. In short, we aim to provide an experience that is akin to a domestic transaction.

•

Emphasizing merchant branding : maintaining direct shopper relationships is of strategic importance to the merchants, and we are deeply committed to preserving that connection. All throughout the process, the merchants preserve the integrity of the brand experience and enhance their brand equity. We use minimal own branding - and only where required to do so - so shoppers primarily face the merchant’s existing storefront and brand experience.

•

Multi-local approach: Global-e supports multi-local fulfillment and supply chain, catering for the merchants’ needs to utilize inventory in multiple locales, serving select local markets, improving stock utilization and delivery speed while enhancing the shopper experience. This approach also exhibits omnichannel capabilities, for example, by allowing merchants to leverage stock in their physical stores as local fulfillment hubs, or offering ‘Buy Online, Pickup In-Store (BOPIS)’ service in certain markets, increasing convenience for shoppers while optimizing logistics efficiency. The multi-local offering is aimed at serving merchants, which hold inventories in multiple locations, typically large enterprise merchants.

•

Multiple origin countries - we serve merchants from multiple locations including the United States, the United Kingdom, various European markets, Japan, Australia, Hong Kong, Singapore, South Korea, the United Arab Emirates and other markets globally.

•

Multiple product verticals - fashion and apparel, luxury, footwear, cosmetics, accessories, children’s fashion, watches and jewelry, sporting equipment, consumer electronics, toys and hobbies, automotive spare parts, and others.

•

Multiple product price points - ranging from everyday fashion retailers to ultra-high-end brands.

•

Multiple merchant sizes - from multi-billion-dollar global high-street brands to emerging small and medium businesses.

•

Multiple merchant types - from traditional bricks-and-mortar retailers who have been transitioning to the digital D2C realm to emerging digital-native brands.

•

A rich, diverse and fast-growing data asset of international transactions, enabling us to produce Smart Insights.

•

Vertical-level as well as geographical expertise, yielding a competitive advantage when approaching prospective merchants as part of our sales process.

•

Strong network and word-of-mouth effects within specific verticals and/or geographies.

•

High business resilience due to steadily decreasing merchant concentration.

•

A certain level of built-in “natural currency hedge” as a result of our business activity being conducted in a large number of different base currencies.

•

Direct sales - We have a dedicated team of sales executives that use various data sources to screen, qualify, identify and directly approach prospective merchants.

•

Inbound and word-of-mouth - As our scale and the number of merchants we have in each individual market grows, so does our own brand equity. This leads to more inbound prospects as well as stronger word-of-mouth-based sales, whereby existing Global-e merchants or e-commerce executives recommend our solution to other players in the market.

•

Channel partnerships - We have established mutually beneficial strategic partnerships with a range of third parties, including leading e-commerce and technology platforms, shipping providers, third-party logistics providers, payment providers, system integrators and others. In the context of such relationships, our partners pass on leads to our sales teams and provide us with access to merchants.

•

Shopify Managed Markets - In partnership with Shopify, we power Shopify Managed Markets, a cross-border solution that enables Shopify merchants (currently US based merchants) to seamlessly expand their international reach. By leveraging Global-e’s infrastructure, Shopify Managed Markets simplifies cross-border commerce by handling localized pricing, duties and tax calculations, international shipping, compliance, and multi-currency transactions. This collaboration strengthens our ability to support a broader range of merchants seeking efficient and scalable global expansion directly from their Shopify platform.

•

“Economies of scale” - Our platforms facilitate millions of international transactions each year across thousands of merchants, spread across multiple geographies, product verticals, price levels, and shopper demographics. We thus accumulate a vast and rich data set and are able to benefit from economies of scale.

•

“Economies of skill” - Our massive and fast-growing data is a key asset due to the “richness” of its content. Based on this data, and coupled with our operational experience accumulated over years, we are able to generate what we call economies of skill , which enable us to ensure that global sales are optimized for the merchants on a market-by-market basis.

•

Flywheel Effect - Our rich data serves as the basis for a powerful flywheel effect : the uplift we generate for our merchants drives more sales and the ability for them to expand into new geographies, which in turn creates more data, which is then fed back into our systems in order to generate even better conversion rates and more uplift. This in turn drives increased sales for our merchants and attracts new merchants to our platforms. Our data engine gets “smarter” with each new site visit, each merchant and each new shopper.

•

Customer-Obsessed: We are firm believers in putting our customers first in everything we do. This is a principal tenet of our business. We view the merchants as long-term partners and hold their satisfaction as our guiding principle. Our customer success teams have invaluable tools and data to support the merchants’ ongoing needs, as well as direct access to the senior leadership team, including our founders, to leverage on behalf of our merchant partners.

•

Initiative and innovation driven: Our goal is to enable merchants to break geographic boundaries and become globally successful businesses. As such, we invest millions in research and development each year, track trends in the e-commerce world across geographies and constantly improve our product offering. Similarly, we encourage our employees to expand the scope of their defined roles, to take initiative, and to elevate Global-e to the next level - every employee can, and does, make a difference.

•

Team-Focused: We are a team. We believe in collaboration and inclusion, from our founding team that has been working together since our inception to our employees across all our offices worldwide. Our hiring decisions are based on attracting people whose values align with ours: creating real, meaningful and sustainable value for our merchants.

		Year Ended December 31,
		2022								2023								2024
		Amount				Percentage of Revenue				Amount				Percentage of Revenue				Amount				Percentage of Revenue
		($ in thousands, except percentages)
Service fees			181,887				44	%			262,255				46	%			350,311				47	%
Fulfillment services			227,162				56	%			307,692				54	%			402,453				53	%
Total revenue			409,049				100	%			569,946				100	%			752,764				100	%

		Year Ended December 31,
		2022								2023								2024
		Amount				Percentage of Revenue				Amount				Percentage of Revenue				Amount				Percentage of Revenue
		($ in thousands, except percentages)
United States			173,967				43	%			285,619				50	%			399,596				53	%
United Kingdom			146,562				36	%			173,584				30	%			182,904				24	%
European Union			78,491				19	%			92,566				16	%			125,547				17	%
Israel			1,357				*				1,806				*				2,746				*
Other			8,672				2	%			16,371				3	%			41,971				6	%
Total revenue			409,049				100	%			569,946				100	%			752,764				100	%

•

Localized browsing - We offer localized browsing features, such as a configurable welcome message or a top-line marketing banner that can be customized by market and presented in the local language. Customization breeds familiarity, reducing bounce rates, increasing conversion and improving shopper confidence through a local shopping experience.

•

Localized checkout - Embedded within the brand’s e-commerce store, the checkout experience supports over 30 different languages across our platforms, enabling shoppers to switch the checkout language to their own native tongue for a more customized and local experience. Further, shoppers checkout within the merchant website without being redirected to a third-party site.

•

Guaranteed landed cost - We provide shoppers with a “no-surprises” and guaranteed fully-landed cost. We offer multiple options, configurable by market, for handling import duties and taxes. For example, shoppers may select the option to prepay duties and/or taxes at checkout. Alternatively, our platforms have the capability to already embed this cost into the product price within the browsing journey (in full or partially), in order to facilitate an intuitive and frictionless smooth and user-friendly shopper journey. We believe this feature and options functionalities are critical in achieving high conversion rates across markets and promoting repeat shoppers.

•

Multiple shipping options - Our platforms allow merchants to choose from a menu of shipping options, offering shoppers multiple delivery alternatives, depending on the destination market: mail, express courier, Cash-on-Delivery, store delivery, drop point delivery, BOPIS and more. As part of each market-specific value proposition, merchants can decide which shipping methods to offer and how to price them, based on Global-e’s competitive shipping rates or through their own contracted shipping carriers.

•

Localized alternative payment methods - Preferred payment methods of shoppers differ from market to market. In some markets, such as the United States and United Kingdom, the use of global cards (Visa, MasterCard, etc.) is the most common payment method used. In others, local cards, or universal alternative payment methods, such as PayPal, prevail. There are markets, both in developed and developing countries, where alternative payment methods are used more frequently than cards. In order to remove payment friction and ensure higher conversion rates, Global-e supports over 150 payment methods globally, granting shoppers in each market the ability to pay with their preferred local option.

•

Real-time fraud detection and prevention - Each order is scanned in real-time for potential payment fraud. Global-e utilizes advanced third-party screening services, coupled with proprietary algorithms and processes - all managed by a team of fraud detection and prevention specialists. These capabilities enable Global-e to achieve high payment acceptance rates and low chargeback rates across international markets. The authorization/rejection decision is made in real time without the delays and costs associated with manual or semi-automatic transaction screening. This further contributes to a streamlined and satisfying shopper experience.

•

International customer services - Global-e operates a multi-layered approach to customer services comprised of self-service portal, AI-based chatbot and a manned contact-center. Our branded self-service and multi-lingual online customer service portal contains answers to many frequently-asked questions that are typically raised post-sale by international shoppers regarding their orders. To boost our ability to provide highly accurate answers to shoppers’ support queries in real-time, without a need for human intervention, we introduced automated Customer Service Chatbot, based on Open-AI’s ChatGPT technology which has been securely connected to our systems and databases. Following its testing, piloting and launch just prior to the peak period in 2023, the Chatbot exhibited desired results, now handling a large percentage of customer inquiries, with nearly half of cases resolved autonomously to customers' full satisfaction. In addition, Global-e operates a manned contact center that serves to augment the brand’s own customer services team. Global-e’s contact center can provide either “behind the scenes” support for the merchant’s customer services team, or it can be in touch directly with the brand’s shoppers to handle their queries. Global-e continuously expand the chatbot’s capabilities, allowing it to manage an increasing range of customer service requests. For example, shoppers can now complete the entire return process - from initiating a return to receiving a return label, relevant documentation, and instructions - without leaving the chatbot interface. We believe that the use of tolls such as the AI-based Chatbot is a manifestation of the tremendous business value such technologies can unlock over the next few years and contribute to a more efficient customer support and improved customer satisfaction.

•

Returns process - Global-e offers a comprehensive and efficient solution for product return management. Through Global-e’s proprietary branded and multi-lingual returns portal, shoppers are presented with multiple return options, according to the various returns services that the merchant enables for a given market. Returns options include self-postage, local return addresses, pre-paid postal labels and courier pick-ups. In addition, merchants set for each option an associated cost. Global-e deducts the return cost from the amount refunded to the shopper once merchants confirm successful receipt of the returned product.

•

Application architecture . We operate proprietary and modern technology platforms, organically developed by our in-house R&D teams, leveraging leading third-party software where applicable.

•

Infrastructure . Our platforms are deployed via market standard cloud computing infrastructure, allowing us to easily scale our platforms globally while maintaining optimal performance.

•

Disaster Recovery . For our enterprise platform we maintain a secondary cloud-based data center, holding a full stack of updated applications, which is fully tested at least once a year, with the aim of ensuring the highest reliability for our shoppers.

•

Security . We employ a multi-layer security approach utilizing both cloud infrastructure security and endpoint protection to enforce the highest degree of security. We operate and design our systems in accordance with major security standards, including: PCI/DSS, SOC 2 and ISO 27001. We perform penetration tests continuously throughout the year by external vendors to identify any vulnerabilities. Our hybrid office/remote work environment could also negatively impact the security of our platforms and systems as well as our ability to prevent attacks or respond to them quickly, and as such we have taken steps designed to ensure remote work can be performed both effectively and securely.

•

Uptime . Our platforms maintain excellent service levels. Across all sites, our platforms achieved over 99.9% average uptime for the year ended December 31, 2024.

•

In-House D2C. Merchants have built and managed international stores and prefer to maintain these operations in-house supported by proprietary capabilities developed by them, features and capabilities provided by the e-commerce platform they utilize, and/or third-party cross-border components. This DIY approach is expensive and complex to maintain, while also lacking the flexibility and know-how of local preferences that a specialized global provider, such as Global-e, can provide. We believe that with the growing importance to merchants of global D2C, coupled with market awareness of the advantages of using reputable and experienced global third parties, such as Global-e, the trend of shifting towards a third-party global enabler will continue - with Global-e as the distinguished front runner.

•

Alternative, Cross-Border End-to-End Platforms. There is a limited number of platforms offering solutions similar in nature and breadth to those offered by Global-e. There are also some platforms that offer partial, non-end-to-end solutions, that may serve as an alternative for some merchants. However, we believe that none of these providers have the combination of global reach, track record, variety of merchants, scale, feature set and data, to match Global-e’s overall offering. The level of sophistication embedded in our platforms and solutions stemming from executing millions of transactions annually, across merchants in over 200 destination markets, is what makes us a leader in the world of global e-commerce.

•

Legacy Players and Local Distributors. Merchants expanding abroad may partner with local distributors, granting them licenses to operate in a given market. Licenses typically include an arrangement to sell goods through bricks-and-mortar locations as well as digital rights to the brand, effectively allowing the local licensee to manage the full client-facing relationship with international shoppers. This may cause frustration among shoppers, as local selection may be limited to best-selling products, and interactions with the merchant are routed through a middle-man. As merchants increasingly understand the value of their digital channels and leverage social media to interact directly with shoppers, we believe wide-ranging agreements with local distributors will continue to become less common, especially for digital D2C e-commerce. Nevertheless, some merchants are constrained by long-term, legacy agreements with distributors, preventing the merchant from directly selling to and interacting with shoppers in select (or all) foreign markets, at least for a certain period of time.

•

Non-D2C Online Channels. Non-D2C online channels, such as marketplaces, offer brands access to shoppers' traffic and facilitation of digital transactions. Such online channels are varied, ranging from local, multi-local, regional and global platforms. They generate online traffic from shoppers by marketing under the marketplace’s own brand and command a fee, or “take rate” that may represent a meaningful percentage of the merchant’s revenue. To facilitate the transaction between shopper and seller, online channels may provide complimentary services such as payment acquiring, fraud protection, order management, and access to shipping providers. Merchants do not have direct access to shoppers; rather, they must list their products through the intermediary - i.e., the marketplace - to gain exposure. As such, by selling through non-D2C online channels, merchants often expose their brand to direct competition from other brands sold in parallel through such online channels (e.g. a common feature of marketplaces is “people who bought this also bought this” lists which may include different brands).

C.	Organizational Structure

•

Globale UK Limited (England)

•

Global-e US Inc. (Delaware, USA).

•

Flow Commerce Inc. (Delaware, USA)

D.	Property, Plants and Equipment

		Year Ended December 31,
($ in millions)		2022				2023				2024
Gross Merchandise Value			2,450				3,557				4,858
Net Dollar Retention Rate			130	%			127	%			119	%
Revenue			409.0				569.9				752.8
Non-GAAP Gross Profit			167.9				244.8				349.4
Non-GAAP Gross Margin			41.1	%			42.9	%			46.4	%
Adjusted EBITDA			48.7				92.7				140.8
Adjusted EBITDA Margin			11.9	%			16.3	%			18.7	%
Free Cash Flow			81.0				106.5				167.1

		Year Ended December 31,
($ in millions)		2022				2023				2024
Gross profit			158.2				233.6				339.4
Operating profit (loss)			(189.3	)			(137.1	)			(67.9	)
Net profit (loss)			(195.4	)			(133.8	)			(75.5	)
Net cash provided by operating activities			89.3				108.2				169.4

•

Continued Growth in Global E-commerce: We expect to benefit from the continuation of several long-term secular market trends, including growth in global e-commerce over time, the continued rise in the influence of social media on shopper spending habits worldwide, the increasing relevance of D2C, as well as increased cross-border e-commerce. The rise in complexity of global trade, stemming from constantly changing regulations and technology, serves as an additional tailwind by driving merchant demand for third-party solutions with the relevant expertise and infrastructure, such as Global-e.

•

Existing Merchant Retention and Expansion: We care deeply about the merchants we serve. Our commitment to their success, we believe, increases retention and likelihood of expanding their activity on our platforms. Supporting our merchants begins with enhancing both the shopper and the merchant experience; as such, we focus our efforts on developing products and functionality to ease the complexity they face when engaging in global e-commerce. We provide customer support services to their shoppers, take full responsibility for processing duties and taxes, employ dedicated teams to optimize their offering and increase their sales conversion and continue to take steps to boost retention. Our effectiveness in retaining and expanding our existing merchants’ sales is a critical component of our revenue growth and operating results.

•

New Merchant Acquisition : Our growth depends in part on our ability to attract new merchants and add their GMV to our platforms. Over the past years, we have experienced substantial expansion in the number of merchants served by our enterprise platforms, which totaled 1,404, 1,256 and 1,036 as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively. While the number of merchants served on our enterprise platforms has grown at a slower pace compared to our transactions volume, over time, we have been able to attract larger merchants to our platform, based on the enhancement of our platform and our growing recognition. In addition, thousands of merchants have already onboarded and are using Shopify Managed Markets as of December 31, 2024. New merchant acquisition is a key to scaling our platforms. We have historically achieved efficient payback periods driven by a combination of direct sales, inbound inquiries, word-of-mouth referrals and channel partnerships. Continuing to add merchants to our platforms in an efficient manner is a key component of our ability to grow our revenues.

•

Successful Expansion to Additional Geographies : We believe our platforms can compete successfully around the world, as they enable merchants, regardless of geography, to expand their market footprint to more shoppers by selling globally. In order to successfully acquire merchants across geographies, Global-e has local sales teams in the United States, the United Kingdom, the EU, and APAC. We plan to add local sales and additional required support in further select international markets over time to support our growth.

•

Revenue Seasonality : Our revenue is highly correlated with the level of GMV that our merchants generate through our platforms. Our merchants typically process additional GMV each year in the fourth quarter, which includes Black Friday, Cyber Monday and the holiday season, driven by an uptick in e-commerce sales. As a result, we historically have generated higher revenues in the fourth quarter than in other quarters. In the years ended December 31, 2022, 2023, and 2024, fourth quarter GMV represented approximately 34%, 33%, and 35% respectively, of our total GMV. We believe that similar seasonality trends will affect our future quarterly performance.

•

Increased Efficiency from Economies of Scale : As our GMV scales, we can potentially achieve margin expansion due to scale leverage. In addition, our larger size allows us to negotiate better terms with our suppliers allowing us to further optimize our cost base. As the number of merchants on our platforms grows, we also generate increasing amounts of data which in turn enable smarter decisions and optimizations that further increase efficiency.

•

Global Macroeconomics : We operate alongside continued recessionary concerns and a volatile macroeconomic and geo-political situation in many of the world’s largest economies. Inflationary pressures and changing interest rates in key markets may influence consumer sentiment and have a negative effect on consumer spend. Currency exchange rate fluctuations may impact our revenues and expenses and hence, our operating results. Global events have created extreme volatility in the global capital markets and is expected to have further global economic consequences, including disruptions to the global supply chain and energy markets, which may adversely affect us or the third parties on whom we rely to conduct our business and may also have a negative effect on consumer spend. Additionally, changes in trade policies, including the imposition of new or additional tariffs, taxes, or import restrictions in key markets, may increase our costs, disrupt supply chains, and affect the affordability of products for consumers as merchants may increase the price of their products.

A.	Operating Results

		Year Ended December 31,
		2022				2023				2024
($ in thousands)
Revenue			409,049				569,946				752,764
Cost of revenue			250,871				336,343				413,331
Gross profit			158,178				233,603				339,433
Operating expenses:
Research and development			81,206				97,568				105,487
Sales and marketing			206,100				217,035				250,661
General and administrative			60,196				56,059				51,213
Total operating expenses			347,502				370,662				407,361
Operating profit (loss)			(189,324	)			(137,059	)			(67,928	)
Financial expenses (income), net			12,093				(5,262	)			11,465
Profit (loss) before income taxes			(201,417	)			(131,797	)			(79,393	)
Income taxes (benefit) expenses			(6,012	)			2008				(3,845	)
Net profit (loss)			(195,405	)			(133,805	)			(75,548	)

		Year ended December 31,
		2022				2023				2024
($ in thousands)
Revenue			100				100				100
Cost of revenue			61.3				59.0				54.9
Gross profit			38.7				41.0				45.1
Operating expenses:
Research and development			19.9				17.1				14.0
Sales and marketing			50.4				38.1				33.3
General and administrative			14.7				9.8				6.8
Total operating expenses			85.0				65.0				54.1
Operating profit (loss)			(46.3	)			(24.0	)			(9.0	)
Financial expenses (income), net			3.0				(0.9	)			1.5
Profit (loss) before income taxes			(49.2	)			(23.1	)			(10.5	)
Income taxes (benefit) expenses			(1.5	)			0.4				(0.5	)
Net profit (loss)			(47.8	)			(23.5	)			(10.0	)

		Year Ended December 31,
($ in thousands)		2022				2023				2024
Gross Profit			158,178				233,603				339,433
Amortization of acquired intangibles included in cost of revenue			9,743				11,183				9,994
Non-GAAP Gross Profit			167,921				244,786				349,427
Revenues			409,049				569,946				752,764
Gross Margin			38.7	%			41.0	%			45.1	%
Non-GAAP Gross Margin			41.1	%			42.9	%			46.4	%

		Year Ended December 31,
($ in thousands)		2022				2023				2024
Net profit (loss)			(195,405	)			(133,805	)			(75,548	)
Income tax (benefit) expenses			(6,012	)			2,008				(3,845	)
Financial expenses (income), net			12,093				(5,262	)			11,465
Stock-based compensation:
Cost of revenue			262				639				929
Research and development			21,970				26,266				17,291
Selling and marketing			3,877				4,259				5,836
General and administrative			12,800				13,796				15,102
Total stock-based compensation			38,909				44,960				39,158
Depreciation and amortization			1,585				1,788				2,131
Commercial agreement asset amortization			149,047				150,451				148,594
Amortization of acquired intangibles			27,833				20,434				18,812
Merger related contingent consideration			12,161				12,161				-
Acquisition related expenses			8,492				-				-
Adjusted EBITDA			48,703				92,735				140,767
Revenues			409,049				569,946				752,764
Adjusted EBITDA Margin			11.9	%			16.3	%			18.7	%

		Year Ended December 31,
($ in thousands)		2022				2023				2024
Net cash provided by operating activities			89,328				108,222				169,393
Purchase of property and equipment			(8,352	)			(1,741	)			(2,335	)
Free Cash Flow			80,976				106,481				167,058

B.	Liquidity and Capital Resources

		Year ended December 31,
($ in thousands)		2022				2023				2024
Net cash provided by operating activities*			89,328				108,222				169,393
Net cash used in investing activities			(330,101	)			(55,039	)			(105,116	)
Net cash provided by financing activities			1,239				1,991				3,276

C.	Research and Development, Patents and Licenses, Etc.

D.	Trend Information

•

Transformation of retail to be online-focused - the retail market continues to undergo a shift towards e-commerce, with growth in online sales overtime, outpacing that of brick and mortar retail.

•

Rise of cross-border e-commerce - Cross-border e-commerce growth rates are outpacing domestic growth rates, propelled by the rise of social media and global influencers, resulting in globalization of consumer tastes and increased cross-border demand.

•

Emphasis on D2C sales - e-commerce enables to enhance D2C sales for traditional and new merchants, which paves a strategic route for merchants to take ownership of shopper relationships worldwide.

•

Challenges in executing on a Do-It-Yourself (“DIY”) strategy - Managing a D2C cross-border network is capital-intensive, requires deep local know-how, and a complex combination of features and capabilities to navigate across markets, further exacerbated by local on-going regulatory changes.

•

Supply chain evolution and disruption - Supply chains and in particular cross border supply chains are developing and enabling more efficient trade over time. In recent years certain global conflicts have disrupted supply chains and weighed on e-commerce trade, such and other global events may disrupt and weigh on e-commerce trade in the future.

•

Global macroeconomics - Inflationary pressures, changing interest rates as well as new or additional tariffs and import taxes in key markets may influence consumer sentiment and may have a negative effect on consumer spend . Exchange rate fluctuations may incur us additional costs and losses for revenues in foreign currencies. Changes in trade policies and the imposition of new tariffs, taxes or import restrictions may increase our costs, disrupt supply chains, and impact the affordability of products for consumers as merchants may increase the price of their products. Military hostilities have created extreme volatility in the global capital markets and may cause disruptions to the global supply chain and energy markets, which may adversely affect us or the third parties on whom we rely on and may also have a negative effect on consumer spend.

E.	Critical Accounting Estimates

1.

Service Fees -The Company provides merchants global e-commerce platforms which enable the sale of their products to consumers worldwide. Revenue is generated as a percentage of the value of transactions that flow through the Company’s platforms.

2.

Fulfillment Services - The Company offers shipping, handling, and other global delivery services in order to deliver merchants’ goods to consumers.

A.	Directors and Senior Management

Name		Age		Position
Executive Officers
Amir Schlachet		48		Co-Founder, Chief Executive Officer, Director
Shahar Tamari		53		Co-Founder, Chief Operations Officer, Director
Nir Debbi		51		Co-Founder, President, Director
Ofer Koren		54		Chief Financial Officer
Ran Fridman		50		Chief Revenue Officer
Yehiam Shinder		44		Chief Technology Officer
Non-Executive Directors
Gen Tsuchikawa (2)(3)*		63		Director
Miguel Angel Parra*		57		Director
Tzvia Broida (1)*		56		Director
Anna Bakst (1)(2)(3)*		63		Director
Iris Epple-Righi (1)(2)(3)*		59		Director

(1)	Serves as a member of our Audit Committee.

(2)	Serves as a member of our Compensation Committee.

(3)	Serves as a member of our Nominating, Governance & Sustainability Committee.

*	Qualifies as independent under the NASDAQ listing standards for service on the Board.

B.	Compensation

•

at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company.

Name and Principal Position (2)		Base Salary ($)				Benefits and Perquisites ($) (3)				Variable compensation ($) (4)				Equity-Based Compensation ($) (5)				Total ($)
		(in thousands, US dollars) (1)
Amir Schlachet, Co-Founder, Chief Executive Officer, Director			300				52				318				2,939				3,609
Shahar Tamari, Co-Founder, Chief Operations Officer, Director			300				75				318				2,939				3,632
Nir Debbi , Co-Founder, President, Director			300				82				318				2,939				3,639
Ran Fridman , Chief Revenue Officer			306				69				148				1,150				1,673
Ofer Koren, Chief Financial Officer			306				78				119				930				1,433

(1)	All amounts reported in the table are in terms of cost to us, as recorded in our financial statements.

(2)	All Covered Executives listed in the table are our full-time employees. Cash compensation amounts denominated in currencies other than the U.S. dollar were converted into U.S. dollars at the average conversion rate for 2024.

(3)	Amounts reported in this column include social benefits paid by us on behalf of the Covered Executives, convalescence pay, contributions made by the company to an insurance policy or a pension fund, work disability insurance, severance, educational fund and payments for social security.

(4)

Amounts reported in this column refer to incentive and variable compensation payments which were paid or accrued with respect to 2024. In accordance with the Company’s compensation policy, we also paid cash bonuses to our Covered Executives upon compliance with predetermined performance parameters and an over achievement bonus as set by the compensation committee and the board of directors. These amounts were provided for in our 2024 financial statements (but will be paid during 2025).

(5)

Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2024 with respect to equity-based compensation grants-- options and restricted share units. The relevant amounts underlying the equity awards granted to our officers during 2024, will continue to be expensed in our financial statements over a three-year period during the years 2024-2027 on account of the 2024 grants in similar annualized amounts. Assumptions and key variables used in the calculation of such amounts are described in Note 2 and 9 to our audited consolidated financial statements included in Item 18 of this Annual Report. All equity-based compensation grants to our Covered Executives were made in accordance with the parameters of our Company’s compensation policy and were approved by our compensation committee and board of directors.

C.	Board Practices

•

the Class I directors are Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi, and their terms will expire at our annual general meeting of shareholders to be held in 2025;

•

the Class II directors, are Nir Debbi and Anna Jain Bakst, and their terms will expire at our annual meeting of shareholders to be held in 2026; and

•

The Class III directors are Shahar Tamari, Gen Tsuchikawa and Tzvia Broida, and their terms will expire at our annual meeting of shareholders to be held in 2027.

•

at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest in the approval voted at the meeting are voted in favor (disregarding abstentions); or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment that re voted against such appointment does not exceed two percent (2%) of the aggregate voting rights in the company.

•

retaining and terminating our independent auditors, subject to ratification by the board of directors, and in the case of retention, to ratification by the shareholders;

•

pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

•

overseeing the accounting and financial reporting processes of our Company and audits of our financial statements, the adequacy and effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;

•

reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC;

•

recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor and reviewing and discussing the results of internal auditor activities, including significant findings and management’s responses to significant findings;

•

reviewing policies and procedures with respect to related party transactions (other than transactions related to the compensation or terms of services) between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law and the rules of Nasdaq;

•

reviewing policies with respect to assessment and risk management, including the management of financial risks, cybersecurity, and information security risks and discuss with management the steps management has taken to monitor and control these exposures;

•

periodically evaluating the committee’s performance;

•

establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees; and

•

making recommendations to the board of directors with respect to the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;

•

reviewing the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy;

•

resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

•

exempting, under certain circumstances, a transaction with our Chief Executive Officer from the approval of our shareholders.

•

overseeing the Company’s succession planning for the Chief Executive Officer and other office holders;

•

recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the risks related to, development and implementation of such policies and recommending to our board of directors any amendments or modifications to such policies the committee deems appropriate, including as required under the Companies Law;

•

establishing annual goals and objectives relevant to the compensation of sour Chief Executive Officer and other executive officers, and assisting the Board in discharging its responsibilities related to executive officer compensation and overall company compensation program;

•

approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law;

•

administering the Company’s compliance with the compensation recovery (clawback) policy required by applicable SEC and Nasdaq rules;

•

administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards;

•

overseeing and periodically reviewing with management the Company’s strategies, policies and practices with respect to human capital management and talent development;

•

periodically evaluating the committee’s performance.

•

such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in such compensation policy; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy does not exceed two percent (2%) of the aggregate voting rights in the Company.

•

the education, skills, experience, expertise and accomplishments of the relevant office holder;

•

the office holder’s position and responsibilities;

•

prior compensation agreements with the office holder;

•

the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company;

•

if the terms of employment include variable components – the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

•

if the terms of employment include severance compensation – the term of employment or office of the office holder, the terms of the office holder’s compensation during such period, the company’s performance during such period, the office holder’s individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which they are leaving the company.

•

with regards to variable components:

•

with the exception of office holders who report to the chief executive officer, a means of determining the variable components on the basis of long-term performance and measurable criteria; provided that the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, or if such amount is not higher than three months’ salary per annum, taking into account such office holder’s contribution to the company;

•

the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant;

•

a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of the office holder’s terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements;

•

the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and

•

a limit to retirement grants.

•

overseeing and assisting our board in reviewing and recommending nominees for election as directors;

•

review the Board leadership structure to assess whether it is appropriate given the specific characteristics and circumstances of the Company and recommend any proposed changes to the board.

•

assisting our board in its oversight relating to corporate responsibility and environmental, social and governance matters;

•

overseeing periodic assessments of the performance of the members of our board and its committees; and

•

establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our board a set of corporate governance guidelines applicable to our business.

•

periodically review, and provide oversight with respect to, the Company’s strategy, initiatives policies, and risks concerning environmental and social matters of significance to the Company (with the Company’s compensation committee having primary responsibility for matters relating to human capital management and the audit committee having primary responsibility for matters related to the incorporation of sustainability matters into the Company’s risk management and assessment process, which the committee may discuss with the compensation committee and the audit committee, as appropriate) and may make recommendations to the board regarding environmental and social matters

•

information on the business advisability of a given action brought for his, her or its approval or performed by virtue of his, her or its position; and

•

all other important information pertaining to such action.

•

refrain from any act involving a conflict of interest between the performance of his, her or its duties in the company and his, her or its other duties or personal affairs;

•

refrain from any activity that is competitive with the business of the company;

•

refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself or itself or others; and

•

disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his, her or its position as an office holder.

•

an amendment to the company’s articles of association;

•

an increase of the company’s authorized share capital;

•

a merger; or

•

interested party transactions that require shareholder approval.

•

a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

•

reasonable litigation expenses, including legal fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a monetary sanction;

•

reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968 (the “Israeli Securities Law”).

•

a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder;

•

a financial liability imposed on the office holder in favor of a third-party;

•

a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law.

•

a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

•

an act or omission committed with intent to derive illegal personal benefit; or

•

a fine, monetary sanction or forfeit levied against the office holder.

D.

Employees

E.	Share Ownership

F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

A.	Major Shareholders

•

each person or group of affiliated persons known by us to own beneficially more than 5% of our outstanding ordinary shares;

•

each of our directors and executive officers individually; and

•

all of our executive officers and directors as a group.

		Number of Ordinary Shares
Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percentage of Outstanding shares				Percentage of Voting Power
Principal Shareholders
Deutsche Post Beteiligungen Holding GmbH (1)			18,336,774				10.82	%			10.82	%
Shopify Inc. and its affiliate (2)			21,858,282				12.90	%			12.90	%
Morgan Stanley and its affiliate (3)			16,662,763				9.83	%			9.83	%
Dragoneer Investment Group, LLC (4)			11,993,659				7.07	%			7.07	%
Directors, Director Nominees and Executive Officers
Amir Schlachet (5)			5,427,646				3.20	%			3.20	%
Shahar Tamari (6)			5,288,604				3.12	%			3.12	%
Nir Debbi (7)			5,676,954				3.35	%			3.35	%
Ofer Koren (8)			422,500				*				*
Ran Fridman (9)			42,902				*				*
Yehiam Shinder (10)			9,053				*				*
Miguel Angel Parra (11)
Tzvia Broida (12)			4,351				*				*
Anna J. Bakst (13)			20,705				*				*
Iris Epple-Righi (14)			20,705				*				*
Gen Tsuchikawa (15)			5,928				*				*
All executive officers and directors as a group ( 11 persons)			16,919,348				9.98	%			9.98	%

*	Indicates ownership of less than 1.0%.

(1)

This information is based on a Schedule 13G/A filed with the SEC on November 14, 2024. Represents 18,336,774 ordinary shares held by Deutsche Post Beteiligungen Holding GmbH, a direct wholly owned subsidiary of Deutsche Post AG and which is affiliated with DHL International GmbH. The address for the Deutsche Post Beteiligungen Holding GmbH is Charles-de-Gaulle-Straße 20, 53113 Bonn. Federal Republic of Germany.

(2)

This information is based on a Schedule 13G/A filed with the SEC on February 13, 2024. Both Shopify Inc. and Shopify International Limited may be deemed to beneficially own all of the reported ordinary shares consisting of: (i) 21,612,255 ordinary shares directly held by it and (ii) warrants exercisable for an additional 246,027 Ordinary Shares that will vest within 60 days of December 31, 2023. Shopify Inc. has undertaken, on behalf of itself and its affiliates, to not cast any votes with respect to Ordinary Shares which provide Shopify Inc. with voting power in excess of 10% of the Company’s issued and outstanding equity. The principal business address of Shopify Inc. is 151 O’Connor Street, Ground Floor, Ottawa, Ontario, Canada K2P 2L8.The principal business address of Shopify International Limited is 2nd Floor Victoria Buildings 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland.

(3)

This information is based on a Schedule 13G/A filed with the SEC on March 7, 2024. Morgan Stanley has shared voting power over 15,598,951 ordinary shares and shared dipositive power over 16,662,763 ordinary shares and Morgan Stanley Investment Management Inc. has shared voting power over 15,513,391 ordinary shares and a shared dipositive power over 16,563,956 ordinary shares. The securities being reported by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of Morgan Stanley. The address of Morgan Stanley and of Morgan Stanley Investment Management Inc. is 1585 Broadway New York, NY 10036.

(4)

This information is based on a Schedule 13G/A filed with the SEC on February 14, 2025. Dragoneer Investment Group, LLC (the “Dragoneer Adviser”) is a registered investment adviser under the Investment Advisers Act of 1940, as amended. As the managing member of Dragoneer Adviser, Cardinal DIG CC, LLC may also be deemed to share voting and dispositive power with respect to the Ordinary Shares. Marc Stad is the sole member of Cardinal DIG CC, LLC. By virtue of these relationships, each of these reporting persons may be deemed to share beneficial ownership of all of the reported ordinary shares. The address for the reporting persons is One Letterman Dr., Bldg D, Ste M500, San Francisco, CA 94129.

(5)	Includes 3,704,472 ordinary shares that Mr. Schlachet holds directly, 236,374 restricted share units that will be settled within 60 days of March 18, 2025, and 1,486,800 ordinary shares underlying options that were fully vested as at March 18, 2025.

(6)	Includes 3,704,472 ordinary shares that Mr. Tamari holds directly, 236,374 restricted share units that will be settled within 60 days of March 18, 2025, and 1,486,800 ordinary shares underlying options that were fully vested as at March 18, 2025.

(7)	Includes 3,953,780 ordinary shares that Mr. Debbi holds directly, 236,374 restricted share units that will be settled within 60 days of March 18, 2025, and 1,486,800 ordinary shares underlying options that were fully vested as at March 18, 2025.

(8)	Includes 422,500 ordinary shares underlying options that were fully vested as at March 18, 2025.

(9)	Includes 42,902 restricted share units that will be exercisable within 60 days of March 18, 2025.

(10)	Includes 9,053 restricted share units that will be exercisable within 60 days of March 18, 2025.

(11)	Mr. Parra holds no shares directly. Mr. Parra serves as the Chief Executive Officer of DHL Express Europe which is affiliated with Deutsche Post Beteiligungen Holding GmbH.

(12)	Includes 4,351 restricted share units that will become exercisable within 60 days of March 18, 2025.

(13)	Includes 20,705 restricted share units that will become exercisable within 60 days of March 18, 2025.

(14)	Includes 20,705 restricted share units that will become exercisable within 60 days of March 18, 2025.

(15)	Includes 5,928 restricted share units that will become exercisable within 60 days of March 18, 2025.

B.	Related Party Transactions

C.	Interests of Experts and Counsel

A.	Consolidated Statements and Other Financial Information

B.	Significant Changes

A.	Offer and Listing Details

B.	Plan of Distribution

C.

Markets

D.	Selling Shareholders

E.

Dilution

A.	Share Capital

C.	Material Contracts

D.	Exchange Controls

E.

Taxation

•

the expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

•

the research and development must be for the promotion of the company; and

•

the research and development are carried out by or on behalf of the company seeking such tax deduction.

F.	Dividends and Paying Agents

G.	Statement by Experts

H.	Documents on Display

I.	Subsidiary Information

J.	Annual Report to Security Holders

		2023				2024
		(in thousands)
Audit Fees		$	880			$	850
Audit Related Fees		$	-			$	-
Tax Fees		$	66			$	51
All Other Fees		$	40			$	15
Total		$	986			$	916