Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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☒
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☐ Accelerated filer
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☐ Non-accelerated filer
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☒
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☐ International Financial Reporting Standards as issued by the International Accounting Standards Board
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☐ Other
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1 | |
1 | |
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3 |
5 | |
5 | |
5 | |
5 | |
A. Selected Financial Data
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5 |
B. Capitalization and Indebtedness
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5 |
C. Reasons for the Offer and Use of Proceeds
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5 |
D. Risk Factors
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5 |
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53 |
A. History and Development of the Company
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53 |
B. Business Overview
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54 |
C. Organizational Structure
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80 |
D. Property, Plants and Equipment
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82 |
82 | |
82 | |
A. Operating Results
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92 |
B. Liquidity and Capital Resources
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96 |
C. Research and Development, Patents and Licenses, Etc. |
98 |
D. Trend Information
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99 |
E. Critical Accounting Estimates
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100 |
|
102 |
A. Directors and Senior Management
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102 |
B. Compensation
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105 |
C. Board Practices
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110 |
D. Employees
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123 |
E. Share Ownership
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124 |
F. Disclosure of A Registrant’s Action To Recover Erroneously
Awarded Compensation
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124 |
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124 |
A. Major Shareholders
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124 |
B. Related Party Transactions
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127 |
C. Interests of Experts and Counsel
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131 |
|
131 |
A. Consolidated Statements and Other Financial Information
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131 |
B. Significant Changes
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131 |
|
132 |
A. Offer and Listing Details
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132 |
B. Plan of Distribution
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132 |
C. Markets
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132 |
D. Selling Shareholders
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132 |
E. Dilution
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132 |
F. Expenses of the Issue
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132 |
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132 |
A. Share Capital
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132 |
B. Memorandum and Articles of Association
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132 |
C. Material Contracts
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132 |
D. Exchange Controls
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132 |
E. Taxation
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132 |
F. Dividends and Paying Agents
|
139 |
G. Statement by Experts
|
139 |
H. Documents on Display
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139 |
I. Subsidiary Information
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140 |
J. Annual Report to Security Holders
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140 |
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140 |
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141 |
141 | |
141 | |
141 | |
141 | |
142 | |
142 | |
142 | |
143 | |
144 | |
144 | |
144 |
144 | |
144 | |
144 | |
146 | |
146 | |
146 | |
146 | |
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148 |
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• |
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“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;
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|
• |
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“Adjusted EBITDA” is a non-GAAP financial measure and is defined as operating profit (loss)
adjusted for depreciation and amortization, stock-based compensation expenses, commercial agreements amortization, amortization of acquired
intangibles, merger related contingent consideration, acquisition related expenses and secondary offering costs. Adjusted EBITDA margin
is calculated as Adjusted EBITDA divided by revenues; |
|
• |
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“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; |
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• |
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“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 platform in the
earlier of the two periods; and |
|
• |
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“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 platform 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%. |
• |
our rapid growth and growth rates in recent periods
may not be indicative of future growth;
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• |
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our ability to retain existing, and attract new, merchants; |
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• |
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our expectations regarding our revenue, expenses and operations;
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• |
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anticipated trends and challenges in our business and the markets in which we operate;
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• |
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our ability to compete in our industry; | |
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• |
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our ability to acquire new functionality, and to integrate
acquired businesses and technologies; |
• |
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 platform with third-party
platforms;
| ||
|
• |
|
our ability to anticipate merchant needs or develop or acquire new functionality or enhance our existing
platform to meet those needs;
|
• |
our history of net losses;
| ||
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• |
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our ability to manage our growth and manage expansion into additional markets; |
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• |
our ability to establish and protect intellectual property rights; | |
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• |
our ability to hire and retain key personnel;
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• |
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our ability to adapt to emerging or evolving regulatory developments, technological changes, and cybersecurity
needs;
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• |
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increased attention to ESG matters and our ability to manage such matters; |
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• |
global events such as war, health pandemics and the recent economic
slowdown;
| ||
• |
our ability to operate internationally;
| ||
• |
risks related to our incorporation and location in Israel; | ||
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• |
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our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional
financing; and
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|
• |
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 |
|
•
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increase the overall sales volume facilitated by our platform; |
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•
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maintain merchant retention rates; |
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•
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increase merchants’ e-commerce sales conversion rates; |
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•
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successfully expand our merchants into new geographies;
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•
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attract new merchants to our platform in existing and new geographies, segments and verticals; |
|
•
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successfully integrating the technologies, platforms and business propositions, modalities or offerings
of Flow Commerce Inc., or Flow and the technologies and cross-border ecommerce solutions of Borderfree, which we acquired from Pitney
Bowes Inc., or Pitney Bowes, and other businesses we may acquire in the future, into our existing platform; |
•
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successfully realize all the benefits from our third party partnerships and collaborations; |
|
•
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provide integration with our merchants’ online e-commerce web-stores;
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•
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maintain the security, reliability and integrity of our platforms;
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•
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maintain compliance with existing and comply with new applicable laws and regulations, including new tax
rates and tariffs;
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•
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price our platform effectively so that we are able to attract and retain merchants;
|
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•
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successfully compete against our current and future competition and competing solutions; and
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•
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maintain service levels and consistent quality of our platforms.
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•
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merchants may choose to develop cross-border e-commerce capabilities internally or choose competing solutions;
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•
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merchants may merge with or be acquired by companies using a competing solution or an internally-developed
solution; |
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•
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competing solutions may be offered as part of a bundle of e-commerce services; |
|
•
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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
|
|
•
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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.
|
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•
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the need to localize our solutions, including product customizations and adaptation for local practices
and regulatory requirements; |
|
•
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lack of familiarity and burdens of ongoing compliance with local laws, legal standards, regulatory requirements,
tariffs, customs formalities and other barriers, including restrictions on advertising practices, regulations governing online services,
restrictions on importation or shipping of specified or proscribed items, importation quotas, shopper protection laws, enforcement of
intellectual property rights, laws dealing with shopper and data protection, privacy, encryption, denied parties and sanctions, and restrictions
on pricing or discounts; |
|
•
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heightened exposure to fraud; |
|
• |
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legal uncertainty in foreign countries with less developed legal systems; |
|
•
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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 |
|
•
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increasing scrutiny and disclosure requirements regarding ESG policies, practices, measures and initiatives;
|
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•
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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;
|
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•
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differing technology standards; |
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•
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difficulties in managing and staffing international operations and differing employer/employee relationships;
|
|
•
|
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fluctuations in exchange rates that may increase our foreign exchange exposure; |
|
•
|
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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; |
|
•
|
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increased likelihood of 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, including the ongoing Russia/Ukraine conflict, 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;
|
|
•
|
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varying levels of internet, e-commerce and mobile technology adoption and infrastructure; |
|
•
|
|
reduced or varied protection for intellectual property rights in some countries; |
|
•
|
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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
|
|
•
|
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data privacy and data protection laws which may require that merchant and/or shopper data be processed
and stored in a designated territory.
|
|
•
|
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require costly litigation to resolve and the payment of substantial royalty or license fees, lost profits
or other damages; |
|
•
|
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require and divert significant management time; |
|
•
|
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cause us to enter into unfavorable royalty or license agreements; |
|
•
|
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require us to discontinue some or all of the features, integrations, and capabilities available on our
platforms; |
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•
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require us to indemnify our merchants or third-party service providers; and/or
|
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•
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require us to expend additional development resources to redesign our platforms.
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•
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develop new features, integrations, capabilities, and enhancements; |
|
•
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continue to expand our product development, sales, and marketing organizations; |
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•
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respond to competitive pressures or unanticipated working capital requirements; or |
|
•
|
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pursue acquisition opportunities.
|
|
•
|
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actual or anticipated fluctuations in our results of operations; |
|
•
|
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variance in our financial performance from the expectations of market analysts; |
|
•
|
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announcements by us or our direct or indirect competition of significant business developments, changes
in service provider relationships, acquisitions or expansion plans; |
|
•
|
|
the impact of the COVID-19 pandemic on our management, employees, partners, merchants, and operating results,
as well as the impact of COVID-19 related restrictions having been lifted and the physical re-opening of stores, on the rate of adoption
of e-commerce as well as shoppers buying habits; |
|
• |
|
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; |
|
•
|
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our sale of ordinary shares or other securities in the future; |
|
•
|
|
market conditions in our industry; |
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•
|
|
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; |
|
•
|
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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. |
|
A. |
History and Development of the Company |
B. |
Business Overview |
|
•
|
|
Language - localized marketing messaging and checkout in over 30
languages across our platforms. |
|
•
|
|
Pricing -support, across our platforms, for 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, across our platforms, 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. |
|
•
|
|
Increased sales conversion: we enable the merchants to scale internationally
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 close 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 (often exceeding 60%) in international traffic conversion after beginning to use our platform. |
|
•
|
|
Enabling expansion flexibility: Global-e presents merchants with
flexibility to expand where and when they want to, as they seek to capture the cross-border 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 platform 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 cross-border 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 the 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. |
|
•
|
|
Multiple origin countries - we serve merchants from multiple locations
including the United States, the United Kingdom, various European markets, Japan, Australia, Hong Kong, 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
such as Forever 21 and Marks and Spencer, to ultra-high-end brands such as Hugo Boss, Cartier and Versace.
|
|
•
|
|
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 an existing Global-e merchant recommends 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. In 2021 we entered into the 2021 Shopify Agreement with Shopify to jointly cooperate in
offering e-commerce cross-border solutions to Shopify merchants and in January 2022 we extended our partnership with Shopify and entered
into the 2022 Shopify Agreement with Flow and Shopify, for the offering of certain natively integrated cross-border solutions for Shopify’s
merchants, especially catering to small and emerging brands. In addition, in 2022 we entered into a strategic partnership and commercial
relationship with Pitney Bowes for the offering of access to our cross-border solutions to Pitney Bowes’ clients. |
|
•
|
|
“Economies of scale” - Our platform facilitates millions
of international transactions each year across hundreds 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 cross-border 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 platform.
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, |
||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||
Amount |
Percentage of Revenue |
Amount |
Percentage of Revenue |
Amount |
Percentage of Revenue |
|||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||
Service fees |
49,927 |
37 |
% |
96,659 |
39 |
% |
181,887 |
44 |
% | |||||||||||||||
Fulfillment services
|
86,448 |
63 |
% |
148,615 |
61 |
% |
227,162 |
56 |
% | |||||||||||||||
Total revenue
|
$ |
136,375 |
100 |
% |
$ |
245,274 |
100 |
% |
$ |
409,049 |
100 |
% |
Year Ended December 31, |
||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||
Amount |
Percentage of Revenue |
Amount |
Percentage of Revenue |
Amount |
Percentage of Revenue |
|||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||
United Kingdom
|
80,122 |
59 |
% |
113,835 |
47 |
% |
146,562 |
36 |
% | |||||||||||||||
United States
|
34,140 |
25 |
% |
71,095 |
29 |
% |
173,967 |
43 |
% | |||||||||||||||
European Union
|
21,269 |
15 |
% |
58,177 |
23 |
% |
78,491 |
19 |
% | |||||||||||||||
Israel
|
844 |
1 |
% |
1,052 |
* |
|
1,357 |
* |
| |||||||||||||||
Other
|
- |
- |
1,115 |
* |
|
8,672 |
2 |
% | ||||||||||||||||
Total revenue
|
$ |
136,375 |
100 |
% |
$ |
245,274 |
100 |
% |
$ |
409,049 |
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. |
|
•
|
|
Local market pricing - We offer dynamic price translation to the
shopper’s local currency based on market-specific business goals and in accordance with local pricing conventions (e.g. presenting
prices in “dollar-ninety-nine” terms, such as $4.99 instead of $5.00, in relevant markets). Global-e offers support for payment
in 100 global currencies, and we have found that more than 95% of shoppers choose to pay in their local currency when given the option.
The below image shows examples of localized pricing in markets across the globe.
|
|
•
|
|
Localized checkout - Embedded within the brand’s e-commerce
store, the Global-e checkout system supports over 30 different languages, enabling shoppers to switch the checkout language to their own
native tongue for a more customized and local experience. We have found that in some markets, approximately 20% of shoppers choose to
switch to their local language at checkout, even if their native language wasn’t supported during browsing. Further, shoppers checkout
within the merchant website without being redirected to a third-party site. The below image shows an example of a language menu.
|
|
•
|
|
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. We have found that on average more than 90% of shoppers from
developed markets choose to pre-pay when given such option, despite the fact that it requires payment of a higher price at checkout. Alternatively,
our platform has 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 are
critical in achieving high conversion rates across markets and promoting repeat shoppers.
In addition to achieving shopper confidence, pre-collection of import duties and taxes enables orders to
be dispatched to shoppers under a “Delivery Duties Paid” scheme through relevant shipping carriers. This serves to greatly
simplify and streamline the process of releasing the goods from customs at the destination market, in turn contributing to a quicker and
simpler delivery experience for the shopper. |
|
•
|
|
Multiple shipping options - our platform allows 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 and more. As part of its 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 card, 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. For example, iDeal has the largest market share in the Netherlands; while the majority of online payments in China are carried
out through AliPay, WeChatPay, and the UnionPay card scheme. In other countries, payment options such as Cash-On-Delivery or Buy-Now-Pay-Later
are popular. |
|
•
|
|
Real-time anti-fraud screening - 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 anti-fraud 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 branded self-service
and multi-lingual online customer service portal, which contains answers to many frequently-asked questions that are typically raised
post-sale by international shoppers regarding their orders. 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.
|
|
•
|
|
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 adhere with all major security standards,
including: PCI/DSS, GDPR and ISO 27001. We perform penetration tests continuously throughout the year by external vendors to identify
any vulnerabilities. Our shift to a 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 platform maintains excellent service levels. Across
all sites, our platform achieved over 99.9% average uptime for the year ended December 31, 2022.
|
|
•
|
|
In-House D2C. Some 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 cross-border provider, such as Global-e,
can provide. We believe that with the growing importance to merchants of cross-border D2C, coupled with market awareness of the advantages
of using reputable and experienced cross border third parties, such as Global-e, the trend of shifting towards a third-party cross-border
enabler will accelerate - with Global-e as the distinguished front runner. |
|
•
|
|
Alternative, Cross-Border End-to-End Platforms. There are a limited
number of cross-border platforms offering solutions similar in nature and breadth to those offered by Global-e. However, we believe that
none of these providers have the combination of track record, variety of merchants, scale, feature set and data, to match Global-e’s
overall offering. The level of sophistication embedded in our platform 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 cross-border ecommerce. |
|
•
|
|
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,
represent digital alternatives to the traditional distributor model. 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).
For geographical and segmental revenue, see Note 2, reporting segments and geographical information included
within our consolidated financial statements elsewhere in this Annual Report.
|
|
C. |
Organizational Structure |
|
• |
Global-e online Pte Ltd (Singapore) |
|
• |
Globale UK Limited (England) |
|
• |
Crossborder Global Apparel and Equipment Trading L.L.C (UAE)
|
• |
Crossborder Global Apparel and Equipment Trading L.L.C (DMCC Branch) (UAE)
|
|
• |
Global-e Middle East FZCO Dubai Branch (UAE, Jebel Ali Free Zone) |
|
• |
|
Global-e Middle East FZCO (DAFZA) (UAE, Dubai Airport Free Zone) |
|
• |
|
E Commerce Globale Middle East FZCO (UAE, Dubai Commercity Free Zone) |
|
• |
Global-e Canada e-commerce Ltd. (Canada) | |
|
• |
|
Global-e CH AG (Switzerland) |
|
• |
|
Global-e NL B.V (Netherlands) |
|
• |
|
Global-e Japan KK (Japan) |
|
• |
|
Global-e France SAS (France) |
|
• |
|
Olami E-Commerce Solutions Ireland Limited (Ireland) |
|
• |
Global-e Australia Pty Ltd. (Australia) | |
|
• |
|
Global-e Spain S.L (Spain) |
|
• |
Global-e HK Limited (Hong Kong) | |
|
• |
Global-e (Beijing) Technology Co., Ltd. (China) | |
|
• |
Global-e US Inc. (Delaware, USA). | |
|
• |
Global-e Panama Inc. (Panama, Colon Free Zone) | |
|
• |
|
Global-e Solutions Ltd. (Israel) |
• |
Global-e South Africa (PTY) Ltd. (South Africa)
|
• |
Global-e Solutions Korea Ltd. (Korea)
|
• |
Crossborder Solutions For E- Commerce Ltd. (Egypt)*
|
|
• |
Flow Commerce Inc. (Delaware, USA) | |
|
• |
|
Flow Commerce Limited (Ireland) |
|
• |
Flow Commerce Australia Pty Ltd. (Australia) | |
|
• |
|
Flow Commerce Canada Inc. (Canada) |
|
• |
|
Flow Trading Shanghai Company Limited (China) |
|
• |
|
Flow Commerce UK LTD (England)
|
• |
Borderfree Inc. (US)
| ||
• |
Pitney Bowes Payco US Inc. (US)
| ||
• |
Borderfree Research and Development (Israel)
| ||
• |
Pitney Bowes PayCo Holdings Limited (Ireland)
| ||
• |
Borderfree UK Limited (England)
| ||
• |
Borderfree Payco Australia PTY Ltd. (Australia)
| ||
• |
Borderfree PayCo Canada Ltd. (Canada)
| ||
• |
Pitney Bowes PayCo Japan KK (Japan)
| ||
• |
Pitney Bowes PayCo Singapore Pte. Ltd. (Singapore)
| ||
• |
Borderfree PayCo Switzerland GmbH (Switzerland)
| ||
• |
Pitney Bowes PayCo UK Limited (England)
|
|
D. |
Property, Plants and Equipment
|
|
Year Ended December 31,
|
|||||||||||
($ in millions) |
2020
|
2021
|
2022
|
|||||||||
Gross Merchandise Value |
$ |
774 |
$ |
1,449 |
$ |
2,450 |
||||||
Net Dollar Retention Rate |
172 |
% |
152 |
% |
130 |
% | ||||||
Revenue |
$ |
136.4 |
$ |
245.3 |
$ |
409.0 |
||||||
Non-GAAP Gross Profit |
$ |
43.5 |
$ |
91.4 |
$ |
167.9 |
||||||
Non-GAAP Gross Margin |
31.9 |
% |
37.3 |
% |
41.1 |
% | ||||||
Adjusted EBITDA |
$ |
12.6 |
$ |
32.4 |
$ |
48.7 |
||||||
Adjusted EBITDA Margin |
9.2 |
% |
13.2 |
% |
11.9 |
% |
Year Ended December 31, |
||||||||||||
($ in millions) |
2020 |
2021 |
2022 |
|||||||||
Gross profit |
$ |
43.5 |
$ |
91.4 |
$ |
158.2 |
||||||
Operating profit (loss) |
8.4 |
(65.7 |
) |
(189.3 |
) | |||||||
Net profit (loss) |
$ |
3.9 |
$ |
(74.9 |
) |
$ |
(195.4 |
) |
|
•
|
|
Continued Growth in Cross-Border 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 cross-border 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.
|
|
•
|
|
Increasing 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 platform. 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 cross-border 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 platform. Over the past years, we have experienced substantial expansion in the number
of merchants served by our platform, which totaled 1,036 and 657 as of December 31, 2022 and December 31, 2021, respectively. New merchant
acquisition is a key to scaling our platform. 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 platform in an efficient
manner is a key component of our ability to grow our revenues. As a result of the signed expansion of our partnership with Shopify, we
expect that we will be able to accelerate the growth of our merchant base. |
|
•
|
|
Successful Expansion to Additional Geographies: We believe our platform
can compete successfully around the world, as it enables 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, Japan and Australia as part of our efforts to expand our business within the APAC region. We plan
to add local sales and additional required support in further select international markets over time to support our growth. |
|
•
|
|
Investing to Scale Our Platform and Merchant Base: We have made,
and will continue to make, significant investments in our platform to retain and scale our merchant base and enhance their experiences.
In the years ended December 31, 2020, 2021 and 2022, excluding stock-based compensation, we spent $14.9 million (or 10.9% of revenue),
$25.6 million (or 10.4% of revenue) and $59.2 million (or 14.5% of revenue), respectively, on research and development. These amounts
represent year over year increases of 71.7% and 131.7% in the years ended December 31, 2021 and 2022, respectively. The increase of research
and development spend as a percentage of revenue is attributed to the acquisitions of Flow and Borderfree and our current efforts around
major product developments, including the native integration with Shopify, the new white label offering and the development of traffic
generation capabilities. In the years ended December 31, 2020, 2021 and 2022, excluding the amortization of the Shopify warrants related
asset and stock-based compensation, we spent $9.4 million (or 6.9% of revenue), $19.1 million (or 7.8% of revenue) and $53.2 million (or
13.0% of revenue), respectively, on sales and marketing. These amounts represent year over year increases of 103.3% and 178.4% in the
years ended December 31, 2021 and 2022, respectively. Overall research and development expenses were $15.4 million, $29.8 million and
$81.2 million in the years ended December 31, 2020, 2021 and 2022, respectively. Overall sales and marketing expenses were $9.8 million,
$104.7 million and $206.1 million in the years ended December 31, 2020, 2021 and 2022, respectively. We plan to continue to invest significantly
in go-to-market and innovation to address the needs of merchants. We also plan to increase headcount. The resources we commit to, and
the investments we make in, our platform are designed to retain and expand the sales of our merchants, expand into new geographies and
acquire new merchants, fuel our “Smart Insights” data set and improve our operating results in the long term. |
|
•
|
|
Revenue Seasonality: Our revenue is highly correlated with the level
of GMV that our merchants generate through our platform. 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, 2020, 2021 and 2022, fourth
quarter GMV represented approximately 39%, 35% and 34%, 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 achieve margin expansion due to operating 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 platform grows, we also generate increasing amounts of
data which in turn enable smarter decisions and optimizations that further increase efficiency.
|
|
•
|
|
COVID-19: The global pandemic resulting from the spread of COVID-19
increased e-commerce volumes, a trend that we believe has had a positive impact on our business. Lockdown restrictions contributed to
an increased shift of shoppers to online retail activity. In addition, store closures and social distancing requirements accelerated the
transition of merchants to focusing on D2C e-commerce in general, and cross-border e-commerce in particular. Our platform remained active,
with no material outages or service disruptions. We successfully navigated elevated global order volumes as well as the need to rapidly
adapt to changing circumstances such as temporary closures due to lockdowns, demonstrating our platform’s resilience, flexibility
and effectiveness during the period of global volatility. The lift of COVID-19 restrictions across various geographies, inducing the re-opening
of the physical stores and the ease of social distance requirements, has led to normalization of e-commerce growth rates. However, we
continue to witness the accelerated transition of merchants to D2C e-commerce in general and cross-border e-commerce in particular, which
we believe is a long-term direction due to the clear advantages of D2C.
|
|
•
|
|
Global macro-economic: Inflationary pressures and rising 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, such as the ongoing situation in Ukraine, 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. |
|
A. |
Operating Results |
|
Year Ended
December 31, |
|||||||||||
|
2020
|
2021
|
2022
|
|||||||||
(in thousands) |
||||||||||||
Revenue |
$ |
136,375 |
$ |
245,274 |
$ |
409,049 |
||||||
Cost of revenue |
92,902 |
153,841 |
250,871 |
|||||||||
Gross profit |
43,473 |
91,433 |
158,178 |
|||||||||
Operating expenses: |
||||||||||||
Research and development |
15,400 |
29,761 |
81,206 |
|||||||||
Sales and marketing |
9,838 |
104,687 |
206,100 |
|||||||||
General and administrative |
9,822 |
22,643 |
60,196 |
|||||||||
Total operating expenses |
35,060 |
157,091 |
347,502 |
|||||||||
Operating profit (loss) |
8,413 |
(65,658 |
) |
(189,324 |
) | |||||||
Financial expenses, net |
4,339 |
8,570 |
12,093 |
|||||||||
Profit (loss) before income taxes |
4,074 |
(74,228 |
) |
(201,417 |
) | |||||||
Income (benefit) taxes |
160 |
705 |
(6,012 |
) | ||||||||
Net profit (loss) |
$ |
3,914 |
$ |
(74,933 |
) |
$ |
(195,405 |
) |
|
Year ended
December 31, |
|||||||||||
|
2020
|
2021
|
2022
|
|||||||||
(as a % of revenue) |
||||||||||||
Revenue |
100.0 |
% |
100.0 |
% |
100 |
% | ||||||
Cost of revenue |
68.1 |
62.7 |
61.3 |
|||||||||
Gross profit |
31.9 |
37.3 |
38.7 |
|||||||||
Operating expenses: |
||||||||||||
Research and development |
11.3 |
12.1 |
19.9 |
|||||||||
Sales and marketing |
7.2 |
42.7 |
50.4 |
|||||||||
General and administrative |
7.2 |
9.2 |
14.7 |
|||||||||
Total operating expenses |
25.7 |
64.0 |
85.0 |
|||||||||
Operating profit (loss) |
6.2 |
(26.7 |
) |
(46.3 |
) | |||||||
Financial expenses, net |
3.2 |
3.5 |
3.0 |
|||||||||
Profit (loss) before income taxes |
3.0 |
(30.3 |
) |
(49.2 |
) | |||||||
Income taxes |
0.1 |
0.3 |
(1.5 |
) | ||||||||
Net profit (loss) |
2.9 |
% |
(30.6 |
)% |
(47.8 |
)% |
|
Year Ended December 31,
|
|||||||||||
|
2020
|
2021 |
2022
|
|||||||||
Gross Profit |
43,473 |
91,433 |
158,178 |
|||||||||
Amortization of acquired intangibles included in cost of revenue |
- |
- |
9,743 |
|||||||||
Non-GAAP Gross Profit |
43,473 |
91,433 |
167,921 |
Revenues |
136,375 |
245,274 |
409,049 |
|||||||||
Non-GAAP Gross Margin |
31.9 |
% |
37.3 |
% |
41.1 |
% |
Reconciliation to Adjusted EBITDA |
|
Year Ended December 31,
|
|||||||||||
|
2020
|
2021
|
2022
|
|||||||||
|
||||||||||||
Operating profit (loss) |
8,413 |
(65,658 |
) |
(189,324 |
) | |||||||
1 Stock-based compensation: |
||||||||||||
Cost of revenue |
10 |
85 |
262 |
|||||||||
Research and development |
507 |
4,192 |
21,970 |
|||||||||
Selling and marketing |
442 |
1,287 |
3,877 |
|||||||||
General and administrative |
2,997 |
6,437 |
12,800 |
|||||||||
Total stock-based compensation |
3,956 |
12,001 |
38,909 |
|||||||||
|
||||||||||||
2 Depreciation and amortization
|
235 |
331 |
1,585 |
|||||||||
|
||||||||||||
3 Secondary offering costs |
- |
879 |
- |
|||||||||
|
||||||||||||
4 Commercial agreement asset amortization
|
- |
84,298 |
149,047 |
|||||||||
|
||||||||||||
5 Amortization of acquired intangibles
|
- |
- |
27,833 |
|||||||||
|
||||||||||||
6 Merger related contingent consideration
|
- |
- |
12,161 |
|||||||||
|
||||||||||||
7 Acquisition related expenses
|
- |
573 |
8,492 |
|||||||||
|
||||||||||||
Adjusted EBITDA |
12,604 |
32,424 |
48,703 |
|||||||||
Revenues |
136,375 |
245,274 |
409,049 |
|||||||||
Adjusted EBITDA Margin |
9.2 |
% |
13.2 |
% |
11.9 |
% |
|
B. |
Liquidity and Capital Resources |
|
Year ended
December 31, |
|||||||||||
(in thousands) |
2020
|
2021
|
2022
|
|||||||||
|
||||||||||||
Net cash provided by operating activities |
$ |
29,350 |
$ |
15,748 |
$ |
81,485 |
||||||
Net cash used in investing activities |
(24,046 |
) |
(40,489 |
) |
330,101 |
|||||||
Net cash provided by financing activities |
59,360 |
398,607 |
1,239 |
|
C. |
Research and Development, Patents and Licenses, Etc. |
|
D. |
Trend Information |
|
•
|
|
Transformation of retail to be online-focused - While e-commerce
growth faced some headwinds from the re-opening of physical stores during 2022, the retail market has nevertheless continues to undergo
a shift towards e-commerce, with growth in online sales overtime, outpacing that of traditional 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 a stronger model of
D2C sales for traditional and new merchants, which paves a strategic route for merchants to take ownership of shopper relationships worldwide.
|
|
•
|
|
Difficulty 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. |
|
•
|
|
Tailwinds from COVID-19 - The COVID-19 pandemic accelerated trends
of shoppers moving online and merchants prioritizing digital channels; even though during 2022 e-commerce growth has normalized due to
some headwinds as physical stores re-opened in key markets, e-commerce adoption rates continue to follow their long-term historical growth
trajectory. |
|
|
|
|
|
•
|
|
Supply chain evolution and disruption - Supply
chains and in particular cross border supply chains are developing and enabling more efficient trade over time. The COVID-19 pandemic
has disrupted supply chains and weighed on e-commerce trade, the impact was significantly less evident in D2C channels, as merchants prioritize
D2C over other channels. |
|
|
|
|
|
•
|
|
Global macro-economic - Inflationary pressures and rising interest
rates 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 Military hostilities such as the
ongoing situation in Ukraine, has 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 a cross-border e-commerce platform which enables 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 platform. |
|
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 |
46 |
|
|
Co-Founder, Chief Executive Officer, Director | ||
Shahar Tamari |
|
51 |
|
|
Co-Founder, Chief Operations Officer, Director | |
Nir Debbi |
|
49 |
|
|
Co-Founder, President, Director | |
Ofer Koren |
|
52 |
|
|
Chief Financial Officer | |
Eden Zaharoni |
|
46 |
|
|
Chief Technology Officer | |
Ran Fridman |
|
49 |
|
|
Chief Revenue Officer | |
|
|
|
|
|
| |
Non-Executive Directors |
|
| ||||
Thomas Studd |
|
42 |
|
|
Director | |
Miguel Angel Parra |
|
55 |
|
|
Director | |
Tzvia Broida |
|
54 |
|
|
Director | |
Anna Bakst |
|
62 |
|
|
Director | |
Iris Epple-Righi |
|
58 |
|
|
Director |
Board Diversity Matrix
(as of the date of this Annual Report) | ||||
Country of Principal Executive Offices: |
Israel | |||
Foreign Private Issuer |
Yes | |||
Disclosure Prohibited under Home Country Law |
No | |||
Total Number of Directors |
8 | |||
|
Female
|
Male
|
Non-
Binary
|
Did Not
Disclose Gender |
Part I: Gender Identity |
| |||
Directors |
3 |
5 |
- |
- |
Part II: Demographic Background |
| |||
Underrepresented Individual in Home Country Jurisdiction
|
2 | |||
LGBTQ+ |
- | |||
Did Not Disclose Demographic Background |
- |
|
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
|
327 |
70 |
119 |
1,671 |
2,187 |
|||||||||||||||
Shahar Tamari, Co-Founder, Chief Operations Officer, Director
|
327 |
59 |
119 |
1,671 |
2,176 |
|||||||||||||||
Nir Debbi, Co-Founder, President, Director |
327 |
64 |
119 |
1,671 |
2,181 |
|||||||||||||||
Ofer Koren, Chief Financial Officer |
327 |
67 |
125 |
1,105 |
1,624 |
|||||||||||||||
Ran Fridman, Chief Revenue Officer |
327 |
83 |
131 |
698 |
1,239 |
(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 2022.
|
|
|
(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 2022. 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 2022 financial statements (but will be paid during 2023).
|
|
|
(5)
|
Amounts reported in this column represent the expense recorded in our financial statements for the year
ended December 31, 2022 with respect to equity-based compensation grants-- options and restricted share units. The relevant amounts underlying
the equity awards granted to our officers during 2022, will continue to be expensed in our financial statements over a four-year period
during the years 2022-2025 on account of the 2022 grants in similar annualized amounts. Assumptions and key variables used in the calculation
of such amounts are described in Note 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 2023; and |
|
•
|
|
the Class III directors are Shahar Tamari, Thomas Studd and Tzvia Broida, and their terms will expire at
our annual meeting of shareholders to be held in 2024. |
|
•
|
|
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 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 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; |
• |
Reviewing policies with respect to assessment and risk management, including the management of financial
risks, cybersecurity, and information security risks; | ||
• |
Periodically evaluating the committee’s performance; and | ||
|
• |
|
establishing procedures for the handling of employees’ complaints as to the management of our business
and the protection to be provided to such employees. |
|
• |
|
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. |
|
•
|
|
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 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; |
|
•
|
|
reviewing and approving the granting of options and other incentive awards to our Chief Executive Officer
and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief
Executive Officer and other executive officers; |
|
• |
|
approving and exempting certain transactions regarding office holders’ compensation pursuant to the
Companies Law; and |
|
• |
|
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. |
|
• |
|
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 he or she is 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;
|
|
• |
|
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. |
|
• |
|
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)
|
21,423,600 |
13.1 |
% |
13.1 |
% | |||||||
Cross Ship S.à r.l.(2)
|
11,349,685 |
6.94 |
% |
6.94 |
% | |||||||
Shopify Inc. and its affiliate (3)
|
22,106,160 |
13.52 |
% |
13.52 |
% | |||||||
Morgan Stanley and its affiliate (4)
|
9,499,576
|
5.81
|
% | 5.81
|
% | |||||||
Abdiel Qualified Master Fund, LP and its affiliates (5)
|
15,246,199 |
9.32 |
% |
9.32 |
% | |||||||
Dragoneer Investment Group, LLC (6)
|
12,802,434 |
7.83 | % | 7.83 | % | |||||||
Directors, Director Nominees and Executive Officers |
||||||||||||
Amir Schlachet (7)
|
5,687,185 |
3.48 |
% |
3.48 |
% | |||||||
Shahar Tamari (8)
|
5,686,643 |
3.48 |
% |
3.48 |
% | |||||||
Nir Debbi (9) |
5,926,493 |
3.63 |
% |
3.63 |
% | |||||||
Eden Zaharoni (10)
|
402,378 |
0.24 |
% |
0.24 |
% | |||||||
Ofer Koren (11) |
491,250 |
0.3 |
% |
0.3 |
% | |||||||
Ran Fridman (12)
|
22,394 |
0.01 |
% |
0.01 |
% | |||||||
Thomas Studd (13)
|
||||||||||||
Miguel Angel Parra (14)
|
||||||||||||
Tzvia Broida (15)
|
5,905 |
* |
* |
|||||||||
Anna J. Bakst (16)
|
9,915 |
* |
* |
|||||||||
Iris Epple-Righi (17)
|
9,915 |
* |
* |
|||||||||
All executive officers and directors as a group (11 persons)
|
18,242,078 |
11.25 |
% |
11.25 |
% |
* |
Indicates ownership of less than 1%. |
|
|
(1)
|
This information is based on a Schedule 13G filed with the SEC on May 24, 2022. Represents 21,423,600 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 10, 2023. Cross Ship S.à
r.l., Vitruvian III Luxembourg S.à r.l., VIP III Nominees Limited, and Vitruvian Partners LLP may be deemed to be the beneficial
owners of all the reported ordinary shares. VIP III LP may be deemed to be the beneficial owner of 11,179,440 ordinary shares, and VIP
III CO-INVEST LP may be deemed to be the beneficial owner of 170,245 ordinary shares. Cross Ship S.à r.l. is wholly owned by Vitruvian
Investment II Luxembourg S.à r.l. (“Vitruvian Luxembourg”). VIP III Nominees Limited, an England and Wales limited liability
company (“VIP Nominees”) and in its capacity as nominee for and on behalf of VIP III LP, an English limited partnership and
VIP III Co-Invest LP, a Jersey limited partnership (collectively, the “Funds”), are the sole legal shareholder of Vitruvian
Luxembourg. Vitruvian Partners LLP, an England and Wales limited liability partnership (“Vitruvian Partners”) is the manager
of the Funds, and sole shareholder of VIP Nomine LLP. The address of the principal business office of VIP Nominees, VIP III LP and Vitruvian
Partners is 105 Wigmore Street, London W1U 1QY; the address of the principal business office of VIP III Co-Invest LP is 12 Castle Street,
St Helier, Jersey JE2 3RT; and the address of the principal business office of Cross Ship and Vitruvian Luxembourg is 21, rue Philippe
II, L-2340 Luxembourg. |
(3)
|
This information is based on a Schedule 13G/A filed with the SEC on February 10, 2023 and information made
available to the Company by Shopify. Both Shopify Inc. and Shopify International Limited may be deemed to beneficially own all of the
reported ordinary shares consisting of: (i) 20,624,445 ordinary shares directly held by it; (ii) 493,905 Ordinary Shares issued upon the
exercise of warrants on March 12, 2023, and (iii) warrants exercisable for an additional 987,810 Ordinary Shares that will vest within
60 days of March 24, 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 9.7% 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. |
(4)
|
This information is based on a Schedule 13G filed
with the SEC on February 9, 2023. Morgan Stanley has shared voting power over 9,117,612 ordinary shares and shared dipositive power over
9,499,576 ordinary shares, and Morgan Stanley Investment Management Inc., has shared voting power over 9,117,604 ordinary shares and a
shared dipositive power over 9,499,568 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 is 1585 Broadway New York, NY 10036 and the address of Morgan Stanley Investment Management Inc. is 522
5th Avenue 6th Floor New York, NY 10036. |
(5)
|
This information is based on a Schedule 13G/A filed with the SEC on January 24, 2023. Abdiel Qualified
Master Fund, LP may be deemed to be the beneficial owner of 14,768,631 ordinary shares. Abdiel Capital, LP, may be deemed to be the beneficial
owner of 477,568 ordinary shares, Abdiel Capital Management, LLC, Abdiel Capital Advisors, LP and Colin T. Moran may be deemed to be the
beneficial owners of all reported shares. Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner
and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP. Colin T. Moran serves as managing
member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors,
LP. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary
interest therein. The address for the reporting persons is 90 Park Avenue, 29th Floor, New York, NY 10016. |
(6) |
This information is based on a Schedule 13G filed with the SEC on February 14, 2023. 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 the 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. |
(7) |
Includes 4,136,472 ordinary shares that Mr. Schlachet holds directly, 63,913 restricted share units that
will be settled within 60 days of March 24, 2023, and 1,486,800 ordinary shares underlying options that were fully vested as at March
24, 2023. |
(8) |
Includes 4,135,930 ordinary shares that Mr. Tamari holds directly, 63,913 restricted share units that will
be settled within 60 days of March 24, 2023, and 1,486,800 ordinary shares underlying options that were fully vested as at March 24, 2023.
|
(9) |
Includes 4,375,780 ordinary shares that Mr. Debbi holds directly, 63,913 restricted share units that will
be settled within 60 days of March 24, 2023, and 1,486,800 ordinary shares underlying options that were fully vested as at March 24, 2023.
|
(10) |
Includes 402,378 ordinary shares underlying options that will be exercisable within 60 days of March 24,
2023. |
(11) |
Includes 491,250 ordinary shares underlying options that will be exercisable within 60 days of March 24,
2023. |
(12) |
Includes 22,394 ordinary shares underlying options that will be exercisable within 60 days of March
24, 2023. |
(13) |
Mr. Studd holds no shares directly. Mr. Studd is a partner at the Vitruvian Group, which manages funds
that collectively own ordinary shares. See note 4 above. Mr. Studd disclaims beneficial ownership of the ordinary shares held by Cross
Ship S.à r.l., except to the extent of his pecuniary interest, if any, in such ordinary shares by virtue of his interest in the Vitruvian
Group and his indirect limited partnership interest in the Vitruvian Group. |
(14) |
Mr. Parra holds no shares directly. Mr. Parra serves as the Chief Executive Officer of DHL Express Americas
which is affiliated with Deutsche Post Beteiligungen Holding GmbH. |
(15) |
Includes 5,905 restricted share units that will become exercisable within 60 days of March 24, 2023.
|
(16) |
Includes 9,915 restricted share units that will become exercisable within 60 days of March 24, 2023.
|
(17) |
Includes 9,915 restricted share units that will become exercisable within 60 days of March 24, 2023.
|
|
B. |
Related Party Transactions |
Shareholder |
Series E
Preferred Shares |
Total
Purchase Price ($) |
||||||
Cross Ship S.à r.l. |
20,011 |
50,000,485.15 |
||||||
Deutsche Post Beteiligungen Holdings GmbH |
3,695 |
9,232,511.75 |
|
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 |
|
F. |
Expenses of the Issue |
|
A. |
Share Capital |
|
B. |
Memorandum and Articles of Association |
|
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.
|
|
• |
|
Amortization of the cost of purchased know-how and patents and rights to use a patent or know-how that
were purchased in good faith and are used for the development or advancement of the Industrial Enterprise, over an eight-year period,
commencing on the year in which such rights were first exercised; |
|
• |
|
Under limited conditions, an election to file consolidated tax returns with related Israeli Industrial
Companies; and |
|
• |
|
Expenses related to a public offering are deductible in equal amounts over a three-year period. |
|
F. |
Dividends and Paying Agents |
|
G. |
Statement by Experts |
|
H. |
Documents on Display |
I. |
Subsidiary Information |
J. |
Annual Report to Security Holders |
|
2021
|
2022
|
|||||||
|
(in thousands)
|
||||||||
Audit Fees |
$ |
1,300 |
$ |
760
|
|||||
Audit Related Fees |
$ |
510 |
$ |
218
|
|||||
Tax Fees |
$ |
30 |
$ |
97
|
|||||
All Other Fees |
- |
- |
|||||||
Total |
$ |
1,840 |
$ |
1,075
|
|
|
F-1 |
|
333-259371 |
|
4.2 |
September 7, 2021 |
|
||||
|
|
|
|
|
|
|
* | |||||
|
|
|
|
|
|
|
* | |||||
|
|
|
|
|
|
|
* | |||||
|
|
|
|
|
|
|
** | |||||
|
|
|
|
|
|
|
** | |||||
|
|
|
|
|
|
|
|
* |
101.INS |
|
Inline XBRL Instance Document. |
|
|
|
|
|
|
|||
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
||||||||||
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
||||||||||
101.DEF |
Inline XBRL Taxonomy Definition Linkbase Document. |
||||||||||
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
||||||||||
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
||||||||||
104 |
Inline XBRL for the cover page of this Annual Report on Form 20-F, included in the Exhibit 101 Inline XBRL
Document Set. |
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Portions of this exhibit have been redacted pursuant to Item 4 of the “Instructions As To Exhibits”
of Form 20-F because the Company customarily and actually treats the redacted information as private or confidential and the omitted information
is not material. The Company hereby agrees to furnish an unredacted copy of the exhibit to the Commission upon request.
|
#
|
Indicates management contract or compensatory plan or arrangement.
|
|
GLOBAL-E ONLINE LTD. | |
Date: March 31, 2023
|
By: |
/s/ Amir Schlachet |
|
Name: |
Amir Schlachet |
Title: |
Chief Executive Officer |
Page
|
|
Report of Independent Registered Public Accounting Firm (PCAOB ID:
|
F-2
|
F-6
|
|
F-7
|
|
F-8
|
|
F-9
|
|
F-10
|
|
F-11
|
Revenue Recognition
|
||
Description of the Matter
|
As described in Note 2 to the consolidated financial statements, the Company derives its revenue from providing merchants a cross-border e-commerce platform which enables to sell their products to consumers worldwide. Revenue is generated as a percentage of the value of transactions that flow through the Company’s platform and from shipping, handling, and other global delivery services in order to deliver merchants’ goods to consumers. The Company’s revenue recognition process involves several applications responsible for the initiation, processing, recording of transactions, and the calculation of revenue in accordance with the Company’s accounting policy. The processing and recognition of revenue are highly automated and involve capturing and processing significant volumes of data.
Auditing the Company's accounting for revenue from contracts with customers was challenging and complex due to the high volume of individually-low-monetary-value transactions and the dependency on the effective design and operation of multiple applications, some of which are custom-made for the Company’s business, and data sources associated with the revenue recognition process.
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting for revenue from contracts with customers.
With the support of our information technology professionals, we identified and tested the relevant systems and tools used for the determination of initiation, processing and recording of revenue, which included processes and controls related to access to the relevant systems and data, changes to the relevant systems and interfaces, and configuration of the relevant systems. For example, with the assistance of IT professionals, we tested the controls over the Company’s cash to billings reconciliation process.
Our audit procedures included, among others, substantive audit procedures that included testing the completeness and accuracy of the underlying data within the Company’s billing system, performing data analytics by extracting data from the system to evaluate the completeness and accuracy of recorded revenue, tracing a sample of sales transactions to third-party documentation, and testing a sample of cash to billings reconciliations. We have also evaluated the Company’s disclosures included in Note 2 to the consolidated financial statements.
|
Business combinations – accounting for acquisitions
|
||
Description of the Matter
|
As described in Note 6 to the consolidated financial statements, as of December 31, 2022, the Company completed the acquisitions of Flow Commerce Inc and Borderfree Inc for total consideration of $387 million and $102 million, respectively. The Company accounted for these acquisitions as business combinations. The Company’s accounting for the acquisitions included determining the fair value of identified assets acquired, which primarily consisted of developed technology in the amount of $67 million, Customer relationships in the amount of $28 million, and marketing intangible assets in the amount of $31 million (collectively the “Intangible Assets”).
Auditing the fair values of the Intangible Assets was complex due to the significant estimations required by management. The complexity was primarily due to the sensitivity of the fair value to certain of the significant underlying assumptions. The significant assumptions used by management to estimate the fair value of the Intangible Assets included, forecasted revenue and revenues growth rates, discount rates, and customer contract renewal rates and customer attrition rates. These significant assumptions were forward-looking and could be affected by future economic and market conditions.
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for business combinations. This included testing controls over the estimation process supporting the recognition and measurement of identified intangible assets, and management’s judgment and evaluation underlying assumptions and estimates with regards to the fair values of intangible assets.
To test the estimated fair value of the intangible assets, our audit procedures included, among others, reading the purchase agreements and assessed for the completeness of identified intangible assets, testing prospective financial information, evaluating the significant assumptions used by management and testing the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to current industry, market and economic trends. We tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. As part of the assessment, we performed sensitivity analyses over the significant assumptions used in the models. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and testing of the significant assumptions. For example, our valuation professionals performed independent comparative calculations to estimate the acquired entity discount rate. We have also evaluated the Company’s disclosures regarding the business combinations included in Note 6 to the consolidated financial statements.
|
As of December 31,
|
||||||||
2021
|
2022
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
|
|
||||||
Short-term deposits
|
|
|
||||||
Accounts receivable (net of allowance for credit losses of $
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Marketable securities
|
|
|
||||||
Funds receivable, including cash in banks
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Operating lease right-of-use assets
|
|
|
||||||
Long term deposits
|
|
|
||||||
Deferred contract acquisition costs, noncurrent
|
|
|
||||||
Deferred tax assets |
||||||||
Other assets, noncurrent
|
|
|
||||||
Commercial agreement asset
|
|
|
||||||
Goodwill and other intangible assets |
||||||||
Total long-term assets
|
|
|
||||||
Total assets
|
|
|
||||||
Liabilities, Convertible Preferred Shares and Shareholders’ Equity (Deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable (including related party payables of $
|
|
|
||||||
Accrued expenses and other current liabilities (including related party payables of $
|
|
|
||||||
Funds payable to Customers
|
|
|
||||||
Short term operating lease liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term liabilities:
|
||||||||
Deferred tax liabilities, net
|
|
|
||||||
Long term operating lease liabilities
|
|
|
||||||
Other long-term liabilities |
||||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (Note 9)
|
||||||||
Shareholders’ equity:
|
||||||||
Ordinary shares, with
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated comprehensive income (loss)
|
(
|
) |
(
|
)
|
||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total shareholders’ equity
|
|
|
|
|||||
Total liabilities, convertible preferred shares and shareholders’ equity
|
|
|
Year Ended
December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
Revenue
|
||||||||||||
Cost of revenue (including related party costs of $
|
||||||||||||
Gross profit
|
||||||||||||
Operating expenses:
|
||||||||||||
Research and development
|
||||||||||||
Sales and marketing
|
||||||||||||
General and administrative
|
||||||||||||
Total operating expenses
|
||||||||||||
Operating profit (loss)
|
|
( |
) | ( |
)
|
|||||||
Financial expenses, net
|
||||||||||||
Profit (loss) before income taxes
|
|
( |
) | ( |
)
|
|||||||
Provision for income taxes (benefits)
|
( |
) | ||||||||||
Net profit (loss)
|
|
|
( |
) | ( |
)
|
||||||
Undistributed earnings attributable to participating securities
|
||||||||||||
Net earnings (loss) attributable to ordinary shareholders
|
|
( |
) | ( |
)
|
|||||||
Net earnings (loss) per share attributable to ordinary shareholders, basic
|
$
|
|
|
( |
) | ( |
)
|
|||||
Net earnings (loss) per share attributable to ordinary shareholders, diluted
|
$
|
|
|
( |
) | ( |
)
|
|||||
Weighted-average shares used in computing net earnings (losses) per share attributable to ordinary shareholders, basic |
||||||||||||
Weighted-average shares used in computing net earnings (losses)per share attributable to ordinary shareholders, diluted |
The accompanying notes are an integral part of these consolidated financial statements.
|
Year Ended
December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
Net profit (loss)
|
$
|
|
|
|
(
|
) |
(
|
)
|
||||
Other comprehensive income:
|
||||||||||||
Unrealized gain (loss) on available-for-sale marketable securities, net
|
|
(
|
) |
(
|
)
|
|||||||
Other comprehensive income (loss)
|
|
(
|
) |
(
|
)
|
|||||||
Comprehensive income (loss)
|
|
|
(
|
) |
(
|
)
|
Convertible
Preferred Shares |
Ordinary Shares
|
Additional
Paid-in Capital |
Accumulated
Other Comprehensive Income |
Accumulated
Deficit |
Total Shareholders’
Equity (Deficit) |
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
( |
)
|
( |
)
|
||||||||||||||||||||||||||||
Issuance of Series E convertible preferred shares, net of issuance costs of $
|
||||||||||||||||||||||||||||||||
Issuance of ordinary shares upon exercise of share options
|
||||||||||||||||||||||||||||||||
Unrealized gain on available-for-sale marketable securities, net
|
||||||||||||||||||||||||||||||||
Share-based compensation expense
|
||||||||||||||||||||||||||||||||
Net Profit
|
||||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
( |
)
|
( |
)
|
||||||||||||||||||||||||||||
Conversion of preferred shares to ordinary shares
|
( |
)
|
( |
)
|
||||||||||||||||||||||||||||
Issuance of warrants to ordinary shares
|
||||||||||||||||||||||||||||||||
Exercise of options and vested RSUs granted to employees
|
||||||||||||||||||||||||||||||||
Other comprehensive loss
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
Share-based compensation expense
|
||||||||||||||||||||||||||||||||
Issuance of Ordinary shares in IPO, net
|
||||||||||||||||||||||||||||||||
Exercise of Warrants to ordinary shares
|
||||||||||||||||||||||||||||||||
Net Loss
|
( |
)
|
( |
)
|
||||||||||||||||||||||||||||
Balance as of December 31, 2021
|
( |
)
|
( |
)
|
||||||||||||||||||||||||||||
Issuance of warrants to ordinary shares |
|
|
||||||||||||||||||||||||||||||
Exercise of options and vested RSUs granted to employees |
|
|
|
|||||||||||||||||||||||||||||
Other comprehensive loss |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Share-based compensation expense |
|
|
||||||||||||||||||||||||||||||
Exercise of Warrants to ordinary shares |
|
|
|
|||||||||||||||||||||||||||||
Issuance of ordinary shares in connection with the business combination |
|
|
|
|||||||||||||||||||||||||||||
Net Loss |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Balance as of December 31, 2022 |
|
|
( |
) |
( |
) |
|
Global-E Online LTD.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(in thousands)
|
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net profit (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Adjustments to reconcile net profit (loss) to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
|
|
|
|||||||||
Share-based compensation expense
|
|
|
|
|||||||||
Commercial agreement asset amortization
|
|
|
|
|||||||||
Intangible assets amortization
|
|
|
|
|||||||||
Changes in accrued interest and exchange rate on short-term deposits
|
|
|
(
|
)
|
||||||||
Changes in accrued interest and exchange rate on long-term deposits
|
|
|
(
|
)
|
||||||||
Losses from marketable securities
|
|
|
|
|||||||||
Warrants liabilities to preferred shares
|
|
|
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Decrease (increase) in accounts receivable .
|
(
|
)
|
(
|
)
|
|
|||||||
Increase in prepaid expenses and other assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Decrease (increase) in funds receivable
|
(
|
)
|
(
|
)
|
|
|||||||
Increase in long-term receivables
|
(
|
)
|
|
(
|
)
|
|||||||
Increase in funds payable to customers
|
|
|
|
|||||||||
Decrease (increase) in operating lease ROU assets
|
(
|
)
|
|
|
||||||||
Increase in deferred contract acquisition costs
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Increase in accounts payable
|
|
|
|
|||||||||
Increase in accrued expenses and other liabilities
|
|
|
|
|||||||||
Increase (decrease) in deferred tax liabilities
|
|
(
|
)
|
(
|
)
|
|||||||
Increase (decrease) operating lease liabilities
|
|
(
|
)
|
(
|
)
|
|||||||
Net cash provided by operating activities
|
|
|
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Acquisition of a business, net of cash acquired (see note 6)
|
|
|
(
|
)
|
||||||||
Investment in marketable securities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from marketable securities
|
|
|
|
|||||||||
Purchases of short-term investments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from short-term investments
|
|
|
|
|||||||||
Purchases of long-term investments
|
(
|
)
|
(
|
)
|
|
|||||||
Purchases of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from exercise of share options
|
|
|
|
|||||||||
Issuance of convertible preferred shares, net of issuance costs
|
|
|
|
|||||||||
Proceeds from issuance of Ordinary shares in IPO, net of issuance costs
|
|
|
||||||||||
Proceeds from exercise of warrants to ordinary shares
|
|
|
||||||||||
Net cash provided by financing activities
|
|
|
|
|||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
|
(
|
)
|
||||||||
Cash and cash equivalents and restricted cash-beginning of period
|
|
|
|
|||||||||
Cash and cash equivalents and restricted cash-end of period
|
$
|
|
$
|
|
$
|
|
||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Cash paid for income taxes
|
$
|
|
$
|
|
$
|
|
||||||
Supplemental disclosures of noncash investing and financing activities:
|
||||||||||||
Purchases of property and equipment during the period included in accounts payable
|
$
|
|
$
|
|
$
|
|
||||||
ROU assets and lease liabilities created during the period
|
$
|
|
$
|
|
$
|
|
||||||
Conversion of warrants liability to ordinary shares
|
$ |
$
|
|
$
|
|
|||||||
Recognition of Commercial agreement asset
|
$ |
|
$
|
|
$
|
|
1. |
Organization and Description of Business
|
2. |
Summary of Significant Accounting Policies
|
December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
||||||
Cash and cash equivalents included in funds receivable
|
$
|
|
$
|
|
$
|
|
||||||
Restricted cash included in other assets
|
$
|
|
$
|
|
$
|
|
||||||
Total cash, cash equivalents, and restricted cash
|
$
|
|
$
|
|
$
|
|
Year ended December 31,
|
||||||||
2021
|
2022
|
|||||||
Unrealized gain on marketable securities
|
Unrealized gain (loss) on marketable securities
|
|||||||
Beginning balance
|
$
|
|
$
|
(
|
)
|
|||
Net current period other comprehensive income (loss)
|
(
|
)
|
(
|
)
|
||||
reclassification adjustments for losses included in net income
|
|
|
||||||
Total accumulated other comprehensive income (loss)
|
$
|
(
|
)
|
$
|
(
|
)
|
Computer and software
|
|
Furniture and office equipment
|
|
Leasehold improvements
|
|
Years
|
|||
Technology
|
|
||
Partnership Agreement
|
|
||
Customer Relationships
|
|
||
Trademark
|
|
||
Marketing Asset
|
|
||
GTS Duty Calculator
|
|
1. |
Service Fees –The Company provides merchants a cross-border e-commerce platform which enables to sell their products to consumers worldwide. Revenue is generated as a percentage of the value of transactions that flow through the Company’s platform.
|
2. |
Fulfillment services – The Company offers shipping, handling, and other global delivery services in order to deliver merchants’ goods to consumers.
|
1. |
Identification of the contract, or contracts, with the customer
|
2. |
Identification of the performance obligations in the contract
|
3. |
Determination of the transaction price
|
4. |
Allocation of the transaction price to the performance obligations in the contract
|
5. |
Recognition of the revenue when, or as, a performance obligation is satisfied
|
a. |
Service Fees -the revenues are recognized once the transaction is considered completed, when the payment is processed by the Company, and the merchant goods arrive at the Company’s hub. The Company determined it acts as an agent since it does not have control over the goods provided to the shopper, based on the agreement with the merchant. The Company is not primarily responsible for the acceptability of the goods (for example – the quality of the goods provided to the consumer). Furthermore, the Company has no discretion in determining the prices paid by the consumer for the goods. The Company earns a fee based on a fixed percentage of the total amount of the goods. Therefore, revenues derived from the service fees are presented on a net basis.
|
b. |
Fulfillment services - the service is recognized over the shipment time starting upon the dispatch to the carrier until it reaches the consumer. The Company determined it acts as a principal since it is the primary obligor to fulfill its promise to its customers, controls the services (i.e. the Company directs other parties to provide services on its behalf), has discretion in determining the carrier it uses to provide the service and bears the risk of loss if the actual cost of the fulfillment service will exceed the fee. Therefore, revenues derived from the fulfillment services are presented on a gross basis.
|
Year Ended December 31,
|
||||||||||||||||||||||||
2020
|
2021
|
2022
|
||||||||||||||||||||||
Amount
|
Percentage of Revenue
|
Amount
|
Percentage of Revenue
|
Amount
|
Percentage of Revenue
|
|||||||||||||||||||
(in thousands, except percentages)
|
||||||||||||||||||||||||
Service fees
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||
Fulfillment services
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||
Total revenue
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
|
%
|
Year Ended December 31,
|
||||||||||||||||||||||||
2020
|
2021
|
2022
|
||||||||||||||||||||||
Amount
|
Percentage of Revenue
|
Amount
|
Percentage of Revenue
|
Amount
|
Percentage of Revenue
|
|||||||||||||||||||
(in thousands, except percentages)
|
||||||||||||||||||||||||
United Kingdom
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||
United States
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||
European Union
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||
Israel
|
|
|
%
|
|
|
)
|
|
|
)
|
|||||||||||||||
Other
|
|
|
|
|
)
|
|
|
%
|
||||||||||||||||
Total revenue
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
|
%
|
Year Ended
December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
(in thousands)
|
||||||||||||
Beginning balance
|
$
|
|
$
|
|
$
|
|
||||||
Additions to deferred contract acquisition costs
|
|
|
|
|||||||||
Amortization of deferred contract acquisition costs
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Ending balance
|
$
|
|
$
|
|
$
|
|
||||||
Deferred contract acquisition costs (to be recognized in next 12 months included in other current assets)
|
$
|
|
$
|
|
$
|
|
||||||
Deferred contract acquisition costs, noncurrent
|
|
|
|
|||||||||
Total deferred contract acquisition costs
|
$
|
|
$
|
|
$
|
|
|
December 31,
|
|||||||||||
|
2020
|
2021
|
2022
|
|||||||||
(in thousands)
|
||||||||||||
Israel
|
$
|
|
$
|
|
$
|
|
||||||
United Kingdom
|
|
|
|
|||||||||
United States
|
|
|
|
|||||||||
Rest of world
|
|
|
|
|||||||||
|
||||||||||||
Total property and equipment, net
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
(in thousands)
|
||||||||||||
Beginning of the year
|
$
|
|
$
|
|
$
|
|
||||||
Change in fair value
|
|
|
|
|||||||||
Conversion to shares
|
|
(
|
)
|
|
||||||||
End of year
|
|
$
|
|
|
3. |
Prepaid expenses and other current assets
|
December 31,
|
||||||||
2021
|
2022
|
|||||||
(in thousands)
|
||||||||
Indirect tax receivables and related prepaid expenses
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Other
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
4. |
Property and Equipment, Net
|
December 31,
|
||||||||
2021
|
2022
|
|||||||
(in thousands)
|
||||||||
Computer and software
|
$
|
|
$
|
|
||||
Furniture and office equipment
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
|
||||||||
Property and equipment, gross
|
|
|
||||||
Less: accumulated depreciation and amortization
|
(
|
)
|
(
|
)
|
||||
Property and equipment, net
|
$
|
|
$
|
|
5. |
Goodwill and intangible assets, net
|
Carrying
|
||||
Amount
|
||||
Balance as of December 31, 2021
|
|
|||
Addition from acquisitions
|
|
|||
Balance as of December 31, 2022
|
|
December 31,
2022
|
||||
Cost:
|
||||
Technology
|
$
|
|
||
Customer relations
|
|
|||
Partnership Agreement
|
|
|||
Marketing Asset
|
|
|||
Trademark
|
|
|||
GTS Duty Calculator
|
|
|||
|
||||
|
||||
|
||||
Less - accumulated amortization
|
|
|||
|
||||
Intangible assets, net |
$
|
|
Estimated amortization expense for the years ended:
2023
|
$
|
|
||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
Thereafter
|
|
|||
|
$
|
|
Year ended
December 31,
|
||||
2022
|
||||
Cost of revenues
|
$
|
|
||
Selling and marketing
|
|
|||
|
$
|
|
6. BUSINESS COMBINATIONS
A. | On January 3, 2022, the Company consummated the Flow Acquisition, a private Company. Flow’s technology is a software solution for emerging brands to accelerate and optimize their global expansion and drive cross-border sales in over 200 countries worldwide. The solution allows merchants to use the tools and services they need — whether it is localization, experience optimization, currency exchange, and payments, or Flow’s global infrastructure for shipping and tax and duty compliance. Flow was founded in 2015 and is based in Hoboken, NJ with a globally distributed workforce. | |
In accordance with the acquisition method of accounting, the total purchase price for the Flow Acquisition was $ |
||
In addition to the purchase consideration and pursuant to holdback agreements with certain Flow employees, the Company is committed to pay an amount of $ |
||
Under the purchase price allocation, the Company allocates the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. |
||
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired, and is attributable primarily to expected synergies, economies of scale and the assembled workforce of Flow. Goodwill is not deductible for income tax purposes. | ||
The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: |
Cash and Cash Equivalents
|
$
|
|
||
Funds Receivable
|
|
|||
Accounts Receivables
|
|
|||
Prepaid Expenses and Other Accounts Receivable
|
|
|||
Property and Equipment, net
|
|
|||
Long Term Lease Deposits
|
|
|||
Intangible assets
|
|
|||
Goodwill
|
|
|||
Total assets acquired
|
|
|||
|
||||
Liabilities
|
||||
Deferred tax liabilities, net
|
|
|||
Accounts Payable
|
|
|||
Accrued Expenses and Other Current Liabilities
|
|
|||
Funds Payable to Customers
|
|
|||
Total liabilities assumed
|
|
|||
|
||||
Total purchase consideration
|
$
|
|
The following table summarizes the estimate of the intangible assets and their estimated useful lives as of the acquisition date:
Fair
|
Useful life
|
|||||||
Value
|
(In years)
|
|||||||
Technology (1)
|
$
|
|
|
|||||
Partnership Agreement (1)
|
|
|
||||||
Customer Relationships (1)
|
|
|
||||||
Trademark (1)
|
|
|
||||||
Total Intangible assets acquired
|
$
|
|
(1) Technology, Partnership Agreement, Customer relationships and Trademark's fair values were determined using the income approach.
The results of operations of Flow have been included in the consolidated financial statements since the acquisition date of January 3, 2022. Flow's revenue included in the Company’s consolidated statement of operations from January 3, 2022 through December 31, 2022 was $
B. | On July 1, 2022, the Company consummated the Borderfree Acquisition. Borderfree's technology is a software solution for emerging brands to accelerate and optimize their global expansion and drive cross-border sales in over 200 countries worldwide. The solution allows merchants to use the tools and services they need — whether it is localization, experience optimization, currency exchange, and payments, or Borderfree’s global infrastructure for shipping and tax and duty compliance. |
In accordance with the acquisition method of accounting, the total purchase price for the Borderfree Acquisition was $
Under the preliminary purchase price allocation, the Company allocates the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. Such estimates are subject to change during the measurement period which is not expected to exceed one year. Any adjustments to the preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired, and is attributable primarily to expected synergies, economies of scale and the assembled workforce of Borderfree. Goodwill is not deductible for income tax purposes.
Acquisition-related transaction costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. The Company incurred transaction costs $
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:
Cash and Equivalents
|
$
|
|
||
Accounts Receivable
|
|
|||
Other receivables
|
|
|||
Inventory
|
|
|||
Long term receivables
|
|
|||
Deferred tax asset
|
|
|||
Fixed assets, net
|
|
|||
Intangible assets
|
|
|||
Goodwill
|
|
|||
Total assets acquired
|
|
|||
|
||||
Liabilities
|
||||
Deferred tax liabilities, net
|
|
|||
Accounts payable
|
|
|||
Other accounts payable
|
|
|||
Total liabilities assumed
|
|
|||
|
||||
Total purchase consideration
|
$
|
|
The following table summarizes the preliminary estimate of the intangible assets and their estimated useful lives as of the acquisition date:
Fair
|
Useful life
|
|||||||
Value |
(In years)
|
|||||||
Marketing Asset (1)
|
$
|
|
|
|||||
Customer Relationships (1)
|
|
|
||||||
Technology (1)
|
|
|
||||||
GTS Duty Calculator (1)
|
|
|
||||||
Total Intangible assets acquired
|
$
|
|
(1)- The fair value of the assets above were determined using the income approach.
The results of operations of Bordrefree have been included in the consolidated financial statements since the acquisition date of July 1, 2022. Borderfree's revenue included in the Company’s consolidated statement of operations from July 1, 2022 through December 31, 2022 was $
Year Ended
|
||||||||
December 31,
|
||||||||
(Unaudited)
|
||||||||
2021
|
2022
|
|||||||
Revenues
|
$
|
|
$
|
|
||||
Net income (loss)
|
$
|
(
|
)
|
$
|
(
|
)
|
7. |
Commercial Agreement Assets
|
8. |
Accrued Expenses and Other Current Liabilities
|
December 31,
|
||||||||
2021
|
2022
|
|||||||
(in thousands)
|
||||||||
Accrued Expenses
|
$
|
|
$
|
|
||||
Accrued indirect taxes and related liabilities
|
|
|
||||||
Accrued compensation and benefits
|
|
|
||||||
Advancements from customers
|
|
|
||||||
Other current liabilities
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
|
9. |
Convertible Preferred shares, shareholders’ Equity (Deficit) and Equity incentive Plan
|
a. |
General:
|
b. |
Share options plans:
|
Options Outstanding
|
||||||||||||||||
Outstanding Share Options
|
Weighted-Average Exercise
Price |
Weighted-Average Remaining Contractual Life (Years)
|
Aggregate Intrinsic
Value |
|||||||||||||
(in thousands, except share, life and per share data)
|
||||||||||||||||
Balance as of December 31, 2021
|
|
$
|
|
|
$
|
|
||||||||||
Granted
|
|
|||||||||||||||
Exercised
|
(
|
)
|
$
|
|
$
|
|
||||||||||
Forfeited
|
(
|
)
|
$
|
|
||||||||||||
Balance as of December 31, 2022
|
|
$
|
|
|
$
|
|
||||||||||
Exercisable as of December 31, 2022
|
|
$
|
|
|
$
|
|
The weighted-average grant date fair value of options granted during the years ended December 31, 2020 was $
Year Ended December 31,
|
|||
2020
|
|||
Expected term (years)
|
|
||
Expected volatility
|
|
|
|
Risk-free interest rate
|
|
|
|
Expected dividend yield
|
|
|
• |
Fair Value of Ordinary Shares. Prior to IPO, the fair value was determined by our board of directors, with input from management and valuation reports prepared by third-party valuation specialists. Post IPO, the fair value of each ordinary share was based on the closing price of our publicly traded Ordinary Shares as reported on the date of the grant.
|
• |
Risk-Free Interest Rate. The risk-free rate for the expected term of the options is based on the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the expected term of employee share option awards.
|
• |
Expected Term. The expected term represents the period that options are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.
|
• |
Expected Volatility. Since the Company has no trading history of its Ordinary Shares, the expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.
|
• |
Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used.
|
Amount of
RSU’s
|
Weighted average grant date fair value
|
|||||||
Unvested as of December 31, 2021
|
$
|
|||||||
Granted
|
||||||||
Vested
|
( |
) | ||||||
Forfeited
|
( |
) | ||||||
Unvested as of December 31, 2022
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
(in thousands)
|
||||||||||||
Cost of revenue
|
$
|
$
|
$
|
|||||||||
Research and development
|
||||||||||||
Sales and marketing
|
||||||||||||
General and administrative
|
||||||||||||
Total share-based compensation expense
|
$
|
$
|
$
|
The Company has the following Ordinary Shares reserved for future issuance:
December 31,
|
||||||||
2021
|
2022
|
|||||||
Conversion of convertible preferred shares
|
||||||||
Outstanding share options
|
||||||||
Unvested RSU’s
|
||||||||
Remaining shares available for future issuance under the 2021 Plan
|
||||||||
Total shares of ordinary shares reserved
|
10. |
Leases
|
Year ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
Components of lease expenses
|
||||||||||||
Operating lease cost
|
$
|
|
$
|
|
$
|
|
||||||
Short-term lease
|
$
|
|
$
|
|
$
|
|
||||||
Total lease expenses
|
$
|
|
$
|
|
$
|
|
Year ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
Supplemental cash flow information
|
||||||||||||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
|
$
|
|
$
|
|
||||||
Supplemental non-cash information related to lease liabilities from obtaining ROU assets
|
$
|
|
$
|
|
$
|
|
December 31,
2022 |
||||
(in thousands)
|
||||
Year Ending December 31,
|
||||
2023
|
$
|
|
||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
Thereafter
|
|
|||
Total operating lease payments
|
$
|
|
||
Less: imputed interest
|
|
|||
Total
|
$
|
|
11. |
Income Taxes
|
a. |
Israeli taxation:
|
1. |
Industry Encouragement (Taxes) Law, 1969
|
2. |
Ordinary taxable income in Israel is subject to a corporate tax rate of
|
3. |
The Company has not received any final tax assessments since inception.
|
4. |
The Company has net operating losses from prior tax periods which may be subjected to examination in future periods. As of December 31, 2022, the Company’s tax years until December 31, 2015 are subject to statutes of limitation in Israel.
|
5. |
Measurement of taxable income in U.S. dollars:
|
b. |
Income taxes of non-Israeli subsidiaries:
|
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.
c. |
The components of the net profit (loss) before the provision for income taxes were as follows:
|
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
(in thousands)
|
||||||||||||
Israel
|
|
(
|
)
|
(
|
)
|
|||||||
Foreign
|
|
|
(
|
)
|
||||||||
Total
|
|
(
|
)
|
(
|
)
|
d. |
The provision for income taxes was as follows:
|
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
(in thousands)
|
||||||||||||
Current:
|
||||||||||||
Israel
|
$
|
|
$
|
|
$
|
|
||||||
Foreign
|
|
$
|
|
$
|
|
|||||||
Total current income tax expense
|
|
$
|
|
$
|
|
|||||||
Deferred:
|
||||||||||||
Israel
|
|
|
|
|||||||||
Foreign
|
|
(
|
)
|
(
|
)
|
|||||||
Total deferred income tax (benefit) expense
|
|
(
|
)
|
(
|
)
|
|||||||
Total provision for income taxes
|
$
|
|
$
|
|
$
|
(
|
)
|
e. |
Reconciliation of the theoretical tax expenses:
|
A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows:
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
(in thousands)
|
||||||||||||
Theoretical income tax expense (benefit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Change in valuation allowance
|
(
|
)
|
|
|
||||||||
Return to provision true ups
|
|
(
|
)
|
|
||||||||
Foreign tax rate differentials
|
(
|
)
|
(
|
)
|
|
|||||||
Shared Based Compensations non-deductible (taxable)
|
|
(
|
) |
(
|
)
|
|||||||
Non-deductible expenses
|
|
|
|
|||||||||
Tax rate change impact
|
|
|
(
|
)
|
||||||||
Foreign exchange impact
|
(
|
)
|
|
|
||||||||
State Taxes
|
|
|
(
|
)
|
||||||||
Valuation allowance on acquisition balances
|
|
|
(
|
)
|
||||||||
Other
|
(
|
)
|
(
|
)
|
|
|||||||
Total
|
$
|
|
$
|
|
$
|
(
|
)
|
f. |
Deferred tax assets and liabilities:
|
December 31,
|
||||||||
2021
|
2022
|
|||||||
(in thousands)
|
||||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards *)
|
|
|
||||||
Research and development expenses
|
|
|
||||||
Leasing liabilities
|
|
|
||||||
Accruals and reserves
|
|
|
||||||
Share-based compensation
|
|
|
||||||
Deferred IPO costs
|
|
|
||||||
R&D tax credits
|
|
|
||||||
Bad debt
|
|
|
||||||
Unrealized Losses from marketable securities
|
|
|
||||||
Gross deferred tax assets
|
|
|
||||||
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
Total deferred tax assets
|
|
|
||||||
Deferred tax liabilities:
|
||||||||
Deferred contract acquisition costs
|
|
|
||||||
Leasing assets
|
|
|
||||||
Property and equipment
|
|
|
||||||
Intangibles
|
|
|||||||
Other
|
|
|||||||
Gross deferred tax liabilities
|
|
|
||||||
Deferred taxes assets (liabilities),net
|
|
(
|
)
|
g. |
Uncertain tax position |
December 31,
|
||||||||
2021
|
2022
|
|||||||
(in thousands)
|
||||||||
Beginning balance
|
|
|
||||||
Increases related to tax positions taken during the current year *)
|
|
|
||||||
Ending balance
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
(in thousands, except share and per share data)
|
||||||||||||
Basic net profit (loss) per share
|
||||||||||||
Numerator:
|
||||||||||||
Allocation of net profit (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
Net income allocated to preferred shareholders
|
|
|
|
|||||||||
Allocation of net profit (loss) attributable to Ordinary shareholders
|
|
(
|
)
|
(
|
)
|
|||||||
Denominator:
|
||||||||||||
Weighted-average shares used in computing net profit (loss) per share attributable to Ordinary shareholders
|
|
|
|
|||||||||
Basic net profit (loss) per share attributable to Ordinary shareholders
|
|
(
|
)
|
(
|
)
|
|||||||
Diluted net profit (loss) per share
|
||||||||||||
Numerator:
|
||||||||||||
Allocation of net profit (loss) attributable for diluted computation
|
|
(
|
)
|
(
|
)
|
|||||||
Denominator:
|
||||||||||||
Shares used in computing net earnings per share of ordinary share, basic
|
|
|
|
|||||||||
Weighted average effect of dilutive securities - effect of stock
|
|
|
|
|||||||||
Weighted-average shares used in computing net profit (loss) per share attributable to Ordinary shareholders
|
|
|
|
|||||||||
Diluted net profit (loss) per share attributable to ordinary shareholders
|
|
(
|
)
|
(
|
)
|
Year Ended December 31,
|
||||||||||||
2020
|
2021
|
2022
|
||||||||||
Convertible preferred shares
|
|
|||||||||||
Unvested RSU’s
|
|
|
|
|||||||||
Outstanding warrants to Ordinary Shares
|
|
|
|
|||||||||
Warrants to convertible shares
|
|
|
|
|||||||||
Outstanding share options
|
|
|
|
|||||||||
Total
|
|
|
|
December 31, 2022
|
||||||||||||||||
Fair value measurements using input type
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Mutual Funds
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Government debentures
|
|
|
|
|
||||||||||||
Corporate debentures
|
|
|
|
|
||||||||||||
Total financials assets
|
$
|
|
$
|
|
$
|
|
$
|
|
December 31, 2021
|
||||||||||||||||
Fair value measurements using input type
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Mutual Funds
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Government debentures
|
|
|
|
|
||||||||||||
Corporate debentures
|
|
|
|
|
||||||||||||
Total financials assets
|
$
|
|
$
|
|
$
|
|
$
|
|
December 31, 2022 | ||||||||||||||||
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross Unrealized
Losses
|
Fair Value
|
|||||||||||||
Mutual funds
|
$
|
|
|
(
|
)
|
$
|
|
|||||||||
Government debentures
|
$
|
|
|
(
|
)
|
$
|
|
|||||||||
Corporate debentures
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
|
$
|
|
$
|
(
|
)
|
$
|
|
December 31, 2021 | ||||||||||||||||||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Gross
Realized
Losses
|
Fair Value
|
||||||||||||||||
Mutual funds
|
$
|
|
|
|
$
|
|
$
|
|
||||||||||||
Government debentures
|
$
|
|
|
|
$
|
(
|
)
|
$
|
|
|||||||||||
Corporate debentures
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
December 31,
2022
|
||||
(in thousands)
|
||||
Within one year
|
|
|||
After one year through five years
|
|
|||
After 5 years through 10 years
|
|
|||
After 10 years
|
|
|||
|
December 31, 2022
|
December 31, 2021
|
|||||||||||||||
Fair Value
|
Unrealized Loss
|
Fair Value
|
Unrealized Loss
|
|||||||||||||
Mutual Funds
|
|
(
|
)
|
|
|
|||||||||||
Government debentures
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Corporate debentures
|
|
(
|
)
|
|
|
|||||||||||
Total
|
|
(
|
)
|
|
(
|
)
|
December 31, 2022
|
December 31, 2021
|
|||||||||||||||
Fair Value
|
Unrealized Loss
|
Fair Value
|
Unrealized Loss
|
|||||||||||||
Mutual Funds
|
|
|
|
|
||||||||||||
Government debentures
|
|
|
|
|
||||||||||||
Corporate debentures
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Total
|
|
(
|
)
|
|
(
|
)
|
(A) |
DHL International (UK) Limited (Company Number 1184988) whose registered office is at Orbital Park, 178-188 Great South West Road, Hounslow, Middlesex TW4 6JS ("DHL");
and
|
(B) |
Global-e Online Ltd. (Company Number 514889534) whose registered office is at 9 Hapsagot Street, Petah Tikva, Israel 4951041 ("Global-e")
|
1. |
ENTIRE AGREEMENT & CONFLICTING PROVISIONS
|
1.1. |
This Agreement is comprised of all the clauses contained herein, the Recitals above (which are agreed to have legally binding effect), the Schedules attached hereto and DHL’s international terms and conditions of carriage as set out at the
DHL Express country website for the relevant country (“Terms and Conditions”).
|
1.2. |
This Agreement contains the entire agreement of the Parties and supersedes all other oral or written agreements with respect to the subject matter of this Agreement. Any oral or written representations made by one Party to the other and
not contained in this Agreement shall not have any contractual effect whatsoever. Amendments to this Agreement are valid only when signed by duly authorised representatives of both Parties, save for any changes specified in clause 4.2
(charges) and 4.3 (customers).
|
1.3. |
In the event of a conflict the following order of precedence shall apply: (i) Schedule 1 (Services & Charges); (ii) the clauses contained in this part of the Agreement and the Recitals; (iii) any other Schedules hereto, (iv) the
relevant and applicable Local Affiliate Agreement, and (v) the relevant and applicable Terms and Conditions.
|
1.4. |
All capitalised terms in this Agreement shall have the meaning given to such terms in this Agreement or the Terms and Conditions unless the context requires otherwise.
|
1.5. |
WHEREAS on the Effective Date, the following countries and territories are covered by an existing Local Affiliate Agreement (“In Scope Country(ies)”):
|
1.5.1. |
In EMEA: [***]
|
1.5.2. |
In the Americas: [***]
|
1.5.3. |
In Asia-Pacific: [***]
|
1.6 |
Any future or new country that Global-e would want to include during the Term will be added and be deemed as an “In Scope Country”. Following a request from Global-e to receive pricing for a new country, DHL will share a rate card for the
country to all destinations including all ancillary costs and any surcharges not later than [***] days from the Global-e request. The new rate card shared by DHL will be approved by Senior Vice President in DHL confirmation to Global-e that
the quote is in line with the agreed global pricing agreement.
|
2. |
TERM & TERMINATION
|
2.1. |
This Agreement shall continue until 27 March 2025 unless terminated earlier in accordance with the provisions of this Agreement.
|
2.2. |
[LEFT BLANK]
|
2.3. |
Either Party shall be entitled to terminate this Agreement with immediate effect in the event that the other Party commits a material breach of this Agreement which is either not capable of remedy or which that Party fails to remedy within
14 days of receipt of a written notice requesting the breach be remedied.
|
2.4. |
Either Party shall be entitled to terminate this Agreement immediately by notice in writing to the other Party in the event that the other Party, being a company, goes into liquidation whether voluntary or compulsory or is the subject of a
winding up, receivership or administration proceedings or if a person takes possession of all or any substantial part of its property, assets or undertaking or enters into any composition or other voluntary arrangement with its creditors, or
suffers any distress or execution to be levied on all or any substantial part of its property, assets and undertaking or any other analogous event or ceases or threatens to cease carrying on business or becomes unable to pay its debts as they
fall due or, being an individual, is subject to any analogous circumstances.
|
2.5. |
On termination, all products and any property owned by or belonging to DHL or a third party and supplied to Global-e in connection with the DHL Services must be returned to DHL within 14 days of the date of termination.
|
2.6. |
Either Party shall have an immediate right of termination where the other Party carries out any action that: (i) has an effect of damaging its reputation; or (ii) brings its business into disrepute.
|
2.7. |
Each indemnity in this Agreement is a continuing obligation separate and independent from any obligation and shall survive the termination of this Agreement.
|
3. |
THE DHL SERVICES
|
3.1. |
Time for delivery shall not be of the essence in respect of performance of the DHL Services. All DHL Services shall be governed by the provisions of this Agreement.
|
3.2. |
DHL shall have discretion not to carry any Shipments which in its reasonable opinion are unsuitable for carriage, provided that immediately following the decision, DHL shall provide Global-e with a written detailed explanation as for the
reasons behind such a decision, as well as suggestions as to what Global-e should do in order to ensure such Shipments become suitable for carriage, if applicable. Unless otherwise agreed by the Parties, any such rejected Shipment shall be
returned by DHL to Global-e.
|
3.3. |
In accordance with the provisions of clause 3.5 below, except in the case of the DHL Shipment Insurance product (which will be provided by DHL with respect to its services) if offered by Global-e, neither Party shall represent itself as an
agent of the other for any purpose and shall not (without the prior written consent of the other’s authorised signatory) in writing:
|
3.4. |
Both parties acknowledge and agree that there shall be no contractual relationship between DHL and any Global-e Customer acting as Shipper under this Agreement. Subject to clause 7.5, the Parties further agree that any claims raised by a
Shipper under the terms of this Agreement may only be brought by Global-e, and DHL shall only be liable to Global-e in the event of any breach of this Agreement by DHL.
|
3.5. |
Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties.
|
3.6. |
Authorised representatives of both Parties shall
meet as needed to discuss operational matters under this Agreement. The global representative for DHL is [***] and the global representative for Global-e is [***]. DHL shall at all times make sure it trains and keep trained a qualified replacement representative who can either
replace or support the global DHL representative.
|
3.7. |
DHL will provide product support to Global-e in three major domains: IT and API, commercial and operational. DHL will assign a team (globally and regionally/locally) to support each of the domains listed above, and will provide regional
and local support. DHL will provide sufficient support in all domains for each team and will also provide satisfactory backup for each team member. There will also be global senior managerial and commercial backup provided in each case on all
times or an as needed basis. Without derogating from the above, DHL shall maintain qualified personnel (in such number DHL deems fit and in relevant stature) from its global management headquarters to support each of the domains listed above,
and if needed – also regionally or locally. The backup provided by DHL will have sufficient knowledge and understanding of the relationships, services and performance contemplated under this agreement, and who is capable to continue operating
the services hereunder on a global scale, including sufficient decision making and problem solving.
|
3.8. |
First access to new services – DHL will ensure that Global-e have access to any new services or development immediately after the service is offered to other DHL customers in the market.
|
4. |
CHARGES
|
4.1. |
The rates and surcharges applicable to the Services, as well as charges for optional, ancillary and value added services and the rules for when and how they may change are all set forth in the rate cards and the pricing terms in [***].
|
4.2. |
[***] includes the [***] surcharge list
(including destination charges). The surcharge list is maintained by each country and is published on the country website. It is thus subject to change on written notice with effect from [***] for the subsequent year (unless the change
results from change in regulations). [***].
|
4.3. |
These rates at [***] are the rates which DHL will charge Global-e in relation to its Customers. The rate sheets for the UK and the US indicate whether they apply to Enterprise Customers or SMB Customers. As it contracts with its customers,
Global-e will inform DHL of such Customers and whether they are SMB Customers or Enterprise Customers.
|
4.4. |
As an amendment to the commercial terms at [***], is noted that where rates are quoted in U.S. Dollars and invoiced in a different currency, the exchange rate from local major banks prevailing at the time of billing shall apply for
invoicing purposes. In the event that the currency of a country for which the Rates quoted devalues in excess of [***] within any ninety (90) day period at local major bank exchange rates identified by DHL, DHL shall be entitled to
immediately adjust the rates applicable to the said country. Any such adjustment shall be commensurate with the rate of devaluation.
|
4.5. |
[RESERVED]
|
4.6. |
DHL shall have no visibility or control of, nor any influence over, Global-e’s commercial strategy or its choice of customers. Global-e shall determine the charges it levies for the provision of its services, including the DHL Services at
its absolute discretion and such charges will not be disclosed to DHL.
|
4.7. |
For the purposes of this Agreement, “Charges” means any amounts properly chargeable to Global-e in connection with this Agreement including but not limited to taxes, customs duties, levies, imposts
and other charges imposed by regulatory bodies in relation to its Shipment(s).
|
4.8. |
All prices set out in [***] are exclusive of VAT. DHL shall invoice Global-e by way of E-Billing. The invoice will show the amount by customer, based on such customer’s shipment volumes (the actual shipments for such customer during the
billing period). In order to achieve this, DHL will set up an account by Customer. Unless otherwise agreed by the Parties, Global-e shall pay the Charges by direct debit (or autopay) without set-off, withholding or deduction within the period
specified in the rate sheets (“Due Date”). If Global-e fails to pay any sum due by the Due Date DHL shall, without prejudice to any other right or remedy that it may have, be entitled to (i) suspend the provision of the DHL Services or any
part thereof and/or (ii) charge Global-e interest at the applicable legal rate of interest calculated daily from the Due Date until the date on which the obligation of Global-e to pay the sum is discharged (whether before or after any
judgment).
|
4.9. |
Global-e shall have thirty (30) days from the date of the invoice within which to raise a bona fide dispute relating to the Charges. All such disputes shall be referred for resolution in accordance with clause 14. For the avoidance of
doubt, all sums not in dispute shall be paid in accordance with clause 4.8 above.
|
4.10. |
In countries where Global-e pays invoices by direct debit, a self-credit mechanism will be used, thereby allowing Global-e to automatically claim back any incorrectly billed duty and taxes which it identifies. This applies in the US and
the UK. Other countries will be added each year to the self-credit mechanism, where their annual total revenue spend (meaning all DHL charges, but excluding duty and taxes) in the previous 12 months is over [***] million, as reviewed each
January and July. For countries which meet such thresholds, DHL will accept the self-credit file from the following month (February/August). Any claims already received through the eshare files will continue to be investigated by DHL, but DHL
will accept new claims under the self-credit mechanism.
|
4.11. |
DHL further commits to [***] days and DHL fails to rectify the issue within [***] days from notification by Global-e.
|
4.12. |
The invoice query process at Annex B will apply to countries with the self-credit mechanism. However DHL, acting reasonably, may also revert to the standard dispute process in any country in the event of material or repeated Global-e
errors which have a significant impact on DHL.
|
5. |
ASSIGNMENT & SUB-CONTRACTING
|
5.1. |
Subject to thirty (30) days prior written notice to Global-e, DHL shall be entitled to assign or transfer any of its obligations under this Agreement to any third party or to any other member of its Group. “Group”
for the purposes of the Agreement, means in relation to DHL, any direct or indirect parent company and any direct or indirect subsidiaries of DHL or its parent companies from time to time and any associated companies of the aforesaid.
Global-e shall not be entitled to assign its rights or obligations under this Agreement without the prior written approval of DHL, unless such assignment is made to a wholly owned subsidiary of Global-e which is, or will be, registered in the
United Kingdom. The above provisions shall apply to the assignment of any Local Affiliate Agreement, and Global-e will only be permitted to assign to a subsidiary which is resident in the same country as the assignor.
|
5.2. |
DHL shall be entitled to subcontract any of its obligations under this Agreement to any third party or to any other member of its Group but DHL shall remain liable to Global-e for the performance of any subcontractor or agent. Any
sub-contractor of DHL to which DHL has assigned its obligations under this Agreement, shall be entitled to rely on and enforce any of the provisions of this Agreement as if it were a party hereto in the place of DHL. No sub contracting or
that fact that performance of services is carried by an another member of the DHL Group will relieve DHL from its commercial obligations which are by nature worldwide pursuant to this Agreement (commercial or operational), provided however
that local operational disputes related to the local nature of performing the services (e.g. operational, not conceptual, billing discrepancy, loss of parcels etc.) will not be guaranteed on a DHL Group level and will remain the liability of
the local Affiliates to resolve. No local DHL entity will refuse or be excluded from any arrangements under this Agreement which are worldwide by nature and essence (subject to the applicability of local laws in each case).
|
6. |
LIABILITY, RISK & INSURANCE
|
6.1. |
DHL’s liability for loss or damage sustained by Global-e as a consequence of DHL’s acts or omissions in the performance of the DHL Services is limited in accordance with this Agreement. For clarity, the following provisions apply not only
to the Parties but also to their Affiliates under Local Affiliate Agreements and Existing Local Affiliate Agreements.
|
6.2. |
Under no circumstances shall DHL be held liable for any loss, damage or delay caused by any negligent act or omission (including but not limited to breach of this Agreement) by Global-e or any other third party.
|
6.3. |
Any exclusion from or limitation of liability set out in this Agreement shall not apply so as to restrict either Party’s liability for death or personal injury resulting from that Party’s negligence or for fraud.
|
6.4. |
Neither Party shall in any circumstances howsoever arising be liable to the other or to any third party for (i) consequential loss or damage; (ii) indirect loss or damage; (iii) incidental loss or damage; (iv) economic loss of any nature;
(v) loss of income; (vi) loss of profits whether direct or indirect; (vii) loss of interest; (viii) loss of future business; (ix) loss of goodwill and (x) loss of sales or turnover.
|
6.5. |
DHL’s liability in relation to any Shipment shall be limited in accordance with the Terms and Conditions.
|
6.6. |
The Shipper’s declaration of a Shipment shall not be deemed to be a declaration of interest for insurance purposes. DHL’s liability shall always be limited as set out under this Agreement.
|
6.7. |
Where Global-e has authorized the use of its DHL account details by a third party, or where Global-e has failed on its commercially reasonable obligations to keep its account details secure resulting in the fraudulent use of the account by
a third party, then Global-e shall be liable and shall indemnify DHL for all Charges incurred on Global-e’s account with regards to such fraudulent use.
|
6.8. |
Global-e shall not be entitled to benefit from DHL’s money back guarantee (details as published at the relevant Express country website, as amended from time to time) unless Global-e can prove that it has received a genuine, valid and
proven claim from a Shipper for such money back guarantee and that Global-e has complied in all respects with DHL’s claims procedure as set out in clause 6.9 below.
|
6.9. |
DHL shall have no liability to Global-e unless a genuine, valid and proven claim has been made by Global-e in line with the Terms and Conditions and any agreed processes.
|
7. |
OBLIGATIONS OF GLOBAL-E
|
7.1. |
Global-e shall comply with and agree to be bound by, and warrants that, where applicable, the Shippers comply with and agree to be bound by the relevant terms of this Agreement.
|
7.2. |
Global-e and its Shippers shall comply with DHL’s regulations regarding the carriage of dangerous and/or prohibited and/or restricted items as set out at the relevant Express country website. Global-e shall indemnify DHL for any loss,
damage or expense suffered by DHL as a result of Global-e’s and/ or the Shipper’s failure to comply with these regulations.
|
7.3. |
Global-e warrants and undertakes that it will take commercially reasonable efforts to ensure that:
|
7.3.1. |
all Shipments are suitably packaged taking into account the content of the Shipment and the rigours of an automated transportation process;
|
7.3.2. |
all Shipments are correctly labelled. DHL, its servants or agents shall not in any circumstances be liable for any late delivery, mis-delivery or non-delivery caused by or contributed to by the deficient or ambiguous labelling or any other
failure by the Shipper of its labelling obligations;
|
7.3.3. |
all data to be provided by it (including by electronic means) shall be accurate and complete and must be provided in a timely manner as required by DHL; and
|
7.3.4. |
prior to carriage, any important documents (including original documents) are copied; any electronic data is backed-up; and all personal data and confidential information is stored securely.
|
7.4. |
In the event of a breach of any of the obligations contained under this clause 7, DHL may refuse to carry Shipments and where loss of or damage occurs to the Shipment, then DHL’s liability as specified in this Agreement will be excluded.
|
7.5. |
Global-e shall for all purposes be treated by DHL as sole beneficial owner of the Shipment. If the receiver of the Shipment or any other third party makes any claims for loss, damage or for any other liability, or makes any attempt to
recover any costs or expenses (“Claim”) against DHL, its agents or sub-contractors, then subject to clause 6.4, Global-e shall indemnify DHL, its agents and sub-contractors against any such Claim where
DHL has already paid Global-e the limits set out in paragraph 6 of the Terms and Conditions or where DHL’s liability exceeds the limits set out in paragraph 6.
|
7.6. |
Global-e shall fully indemnify and hold DHL harmless for any direct costs, expenses, claims, loss or damage suffered by DHL as a result of Global-e’s or the Shipper’s failure to comply with any of the provisions contained in clauses 7.2,
7.3 and 7.5 above.
|
7.7. |
Global-e agrees that DHL shall be entitled to deliver Shipments shipped by Global-e to a third party provided that the addressee on the label (or such person’s agent) has provided authority to DHL to deliver the Shipment to any such third
party. DHL shall not have any liability in connection with the Shipment arising from the acts or omissions of such third party.
|
8. |
INTELLECTUAL PROPERTY RIGHTS
|
8.1. |
Subject to the terms of this Agreement, DHL hereby grants Global-e a limited non-exclusive, revocable licence to use the intellectual property of DHL including the DHL logo and promotional material prepared by DHL to promote the Services
(as amended from time to time) (“Marketing Collateral”) for the term of this Agreement only, provided always that Global-e shall comply with such written instructions or directions as may be given by
DHL from time to time as to the manner and context in which such Marketing Collateral may be used by Global-e including but not limited to use of the Marketing Collateral on Global-e’s website.
|
8.2. |
Global-e shall not
|
8.2.1. |
remove any DHL copyright or trade mark statements appearing on any Marketing Collateral;
|
8.2.2. |
bid on any brand key words utilised by DHL in internet search engines including but not limited to DHL, DHL Express, DHL it now and DHL International. For the avoidance of doubt, Global-e shall not be prohibited from bidding for brand key
words associated with the courier services industry which do not contain the word ‘DHL’; or
|
8.2.3. |
utilise the word ‘DHL’ in any part of its URL structure.
|
8.3. |
If Global-e is in breach of clause 8.1 or 8.2 above, DHL shall be entitled to terminate the Agreement subject to clause 2.3.
|
8.4. |
Global-e shall notify DHL as soon as it becomes aware of any infringement or attempted infringement of DHL’s intellectual property or Marketing Collateral.
|
8.5. |
At the termination of this Agreement, Global-e shall immediately cease using any intellectual property and Marketing Collateral and shall remove any reference to DHL from any of its media.
|
9. |
TUPE
|
9.1. |
The Parties do not intend the Transfers of Undertakings Directive 2001/23/EC (“TUPE”) to apply to the provision of services. In the event that TUPE does or is alleged to apply to the provision of DHL
Services, each Party shall indemnify the other Party against all direct losses, redundancy costs (including, without limitation, contractual and statutory redundancy payments and payments in lieu of notice), liabilities, damages,
compensation, claims, costs and expenses including redundancy costs, fines, penalties, legal and other professional fees and expenses (“Losses’’) which such Party may suffer or incur on account of or
arising from any claim or allegation by any employee representative or any person who is or was employed or engaged by the Party (including without limitation all Losses which the other Party may suffer or incur arising from the employment
and/or termination of employment of any person whose contract of employment transfers or is alleged to transfer to the other Party under TUPE).
|
10. |
THIRD PARTY RIGHTS
|
10.1. |
Subject to the terms of this Agreement, no term of this Agreement shall be enforceable by any third party (being any person other than DHL or Global-e and their permitted successors and assignees).
|
11. |
NOTICES
|
11.1. |
All notices sent under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address in England as the recipient may designate and shall be delivered personally or sent
by pre-paid first class post. A notice is deemed to have been received if delivered personally, at the time of delivery, or in the case of pre-paid first class post, 72 hours after posting.
|
12. |
CONFIDENTIALITY AND ANNOUNCEMENTS
|
12.1. |
Each Party undertakes that for the term of this Agreement and for a period of two years after the termination of this Agreement, it shall not and shall use all reasonable endeavours to procure that its officers, employees, sub-contractors,
representatives and agents shall not disclose to any person or use (i) any information (including but not limited to tracking data and any pricing information) supplied by either Party to the other relating to this Agreement and the DHL
Services to be provided hereunder and/or the negotiations relating to this Agreement and/or relating to the business and affairs of the Parties (“Confidential Information”). Such Confidential
Information shall not include any information already in the public domain or available to the other Party otherwise than as a result of negotiating and entering into this Agreement or providing the DHL Services (provided that such
information is not available to the other Party or in the public domain as a result of a breach by that Party of any other obligation of confidentiality); and (ii) Confidential Information other than for the purpose of performance of its
obligations under this Agreement.
|
12.2. |
The Parties hereby agree that clause 12.1 shall not prevent disclosure by either Party of any Confidential Information (i) as required by law or any regulatory authority provided that the disclosing party shall, so far as practicable,
first consult with the non-disclosing Party regarding such disclosure; (ii) to its professional advisors; (iii) to any of its officers employees, sub- contractors, representatives or agents for the purposes of performing its obligations under
this Agreement; and (iv) with the prior written consent of the other Party.
|
12.3. |
Without prejudice to clauses 12.1 and 12.2 above, no announcement, communication or publicity of any kind relating to the terms of this Agreement shall be made or issued, by either Party to this Agreement without the prior written consent
of the other Party (such consent not to be unreasonably withheld or delayed), provided always that the prohibition in this clause shall not prevent DHL undertaking any actions which are necessary for, or incidental to, the performance of the
DHL Services.
|
13. |
DATA PROTECTION
|
13.1. |
All personal data provided to DHL under this Agreement will be held and processed by DHL its servants, agents and where applicable carefully selected third party companies and shall be used fairly, in confidence and solely for the purposes
of providing the DHL Services. DHL shall keep such personal data secure and shall comply with all applicable legislation on data protection.
|
13.2. |
Global-e warrants that all personal data provided to DHL has been fairly and lawfully obtained and Global-e has authority to disclose such personal data to DHL and for DHL to lawfully process it. Global-e shall fully indemnify and holds
harmless DHL for any costs, expenses, losses or damage howsoever arising out of its failure to comply with this warranty.
|
13.3. |
The terms “controller”, “Personal Data”, “processor”, “data subject” and other terms relating to the processing of personal data used but not defined herein shall have the meaning assigned to them in the General Data Protection Regulation
(GDPR) (Regulation (EU) 2016/679).
|
13.4. |
Both Parties undertake to comply with the applicable data protection laws, regulations and standards. Where applicable and legally required, the Parties will conclude a data transfer agreement if during the course of this Agreement
personal data are collected, stored, processed or otherwise used on behalf of the data controller.
|
13.5. |
DHL shall in particular oblige its employees in writing not to disclose to anyone any personal data and other information they receive in the course of or in connection with their work for Global-e and not to collect, process or otherwise
use such data and information without authorization.
|
13.6. |
DHL shall implement appropriate technical and organizational security measures, i.e. measures protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in
particular but not limited to where the processing involves the transmission of data over a network, and against all other unlawful or unauthorized forms of processing, before and at all times during the processing of personal data.
|
13.7. |
DHL shall immediately notify Global-e in case where any, including but not limited to, accidental or deliberate alteration, loss or destruction of personal data or any unlawful or unauthorized processing of or access to personal data is
detected; and shall immediately notify Global-e if it discovers an actual or possible security breach (including the possibility of such a breach) of DHL’s IT systems.
|
13.8. |
DHL shall process the Personal Data only for performing the DHL Services and for no other purpose;
|
13.9. |
DHL shall be prohibited from storing, processing or using the data that becomes known to it except for the contractually agreed purpose. It shall not be permitted to pass on data to third parties not involved in the transport of the
shipment, except when legally obliged.
|
13.10. |
Data Protection obligations continue to apply even after the end of the contractual relationship in accordance with applicable law.
|
14. |
DISPUTE RESOLUTION
|
14.1. |
In the event of a dispute arising under this Agreement, the Parties shall use their best commercial efforts to negotiate and settle amicably such dispute. The Parties agree in the first instance to refer any dispute to their respective
account managers. Should the account managers fail to reach resolution within 10 working days of referral of the dispute, then the dispute shall be referred to the immediate line manager of the respective account managers for resolution.
Should the immediate line managers be unsuccessful in resolving the dispute within 10 working days of the dispute being referred to them for resolution, then the dispute shall be referred to the appropriate senior managers of the Parties.
|
14.2. |
Provided the procedure set out in clause 14.1 above has been exhausted or frustrated, nothing in this clause shall prevent the Parties from being entitled to commence or continue court proceedings at any time thereafter.
|
14.3. |
Neither Party shall be obliged to follow the procedures set out in sub-clauses 14.1 and 14. 2 above where that Party intends to apply for injunctive relief against the other, provided that there is no delay in the prosecution of that
application.
|
15. |
SEVERABILITY
|
15.1. |
If any provision of this Agreement is held invalid by a court of competent jurisdiction, all valid provisions that are severable from the invalid provision(s) shall remain in full force and effect.
|
16. |
RESERVED
|
17. |
DIRECT SMB CUSTOMERS
|
17.1. |
DHL will recommend Global-e services to appropriate customers. It will agree pricing with them, explain the Global-e service to them briefly as agreed with Global-e and advise them to contact Global-e for more information. The Direct SMB
Customer may pass its DHL rates to Global-e or DHL will forward them to Global-e on request of the Customer, so that Global-e may apply them to the Customer’s shipments.
|
17.2. |
Global-e’s offer to such Direct SMB Customers will exclude the DHL Services. This means that Global-e will not include its own pricing for it and will not invoice the Customer for it, but the Global-e Platform will still allow the use of
DHL Services, which Global-e will continue to charge to the buyer of the Customer’s goods (using the rates negotiated between DHL and the Direct SMB Customer).
|
17.3. |
The DHL Services will be billed directly by DHL to the Direct SMB Customer, who will be DHL’s customer for all intents and purposes. Any customs duties in relation to such Direct SMB Customers’ shipments will be paid by Global-e, so DHL
will charge them to Global-e. However, in certain cases, duties may instead be charged by DHL to the Direct SMB Customer.
|
17.4. |
The Parties have adopted this way of working in the UK and intend to expand to other countries, such as France, Germany, Italy and Spain. Further countries will be added case by case, by agreement.
|
18. |
LEFT BLANK
|
19. |
GOVERNING LAW
|
19.1. |
This Agreement and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the
English courts.
|
DHL International (UK) Limited
/s/ Ian Wilson
Signature
|
Global-e Online Ltd
/s/ Shahar Tamari
Signature |
Legal Name of Subsidiary
(100% ownership unless stated otherwise)
|
Direct Parent Company
|
Jurisdiction of Organization
|
Global-e Online Pte Ltd.
|
Global-e Online Ltd.
|
Singapore
|
Global-e US Inc.
|
Global-e Online Ltd.
|
Delaware, United States
|
Borderfree Inc.
|
Global-e US Inc.
|
Delaware, United States
|
Borderfree Research and Development
|
Borderfree Inc.
|
Israel
|
Pitney Bowes PayCo US Inc.
|
Global-e US Inc.
|
Delaware, United States
|
Flow Commerce Inc.
|
Global-e US Inc.
|
Delaware, United States
|
Flow Commerce Limited
|
Flow Commerce Inc.
|
Ireland
|
Flow Commerce Australia Pty
|
Flow Commerce Inc.
|
Australia
|
Flow Commerce Canada Inc.
|
Flow Commerce Inc.
|
Canada
|
Flow Trading Shanghai Company Limited
|
Flow Commerce Inc.
|
China
|
Flow Commerce UK LTD
|
Flow Commerce Inc.
|
England
|
Global-e Solutions Ltd.
|
Global-e Online Ltd.
|
Israel
|
Global-e Solutions Korea Ltd.
|
Global-e Solutions Ltd.
|
Korea
|
Global-e Panama Inc.
|
Global-e Solutions Ltd.
|
Panama
|
Globale UK Ltd.
|
Global-e Online Ltd.
|
England
|
Global-e Japan KK
|
Globale UK Ltd.
|
Japan
|
Global-e CH AG
|
Globale UK Ltd.
|
Switzerland
|
Global-e Canada e-commerce Ltd.
|
Globale UK Ltd.
|
Canada
|
Borderfree UK Limited
|
Globale UK Ltd.
|
England
|
Global-e NL B.V.
|
Globale UK Ltd.
|
The Netherlands
|
Olami E-commerce Solutions Ireland Limited
|
Globale UK Ltd.
|
Ireland
|
Global-e France SAS
|
Globale UK Ltd.
|
France
|
Crossborder Global Apparel and Equipment Trading LLC
|
Globale UK Ltd.
|
Department of Economic Development Dubai (DED), UAE
|
Crossborder Global Apparel And Equipment Trading LLC (DMCC Branch)
|
Crossborder Global Apparel
And Equipment Trading LLC
|
Dubai Multi Commodities Center, UAE
|
Global-e South Africa (PTY) Ltd.
|
Globale UK Ltd.
|
South Africa
|
Global-e Spain S.L.
|
Globale UK Ltd.
|
Spain
|
Global-e Australia Pty. Ltd.
|
Globale UK Ltd.
|
Australia
|
Crossborder Solutions for E-commerce Ltd.
(holding 99.8%) |
Globale UK Ltd.
|
Egypt
|
Global-e HK Limited
|
Globale UK Ltd.
|
Hong Kong
|
Global-e (Beijing) Technology Co. Ltd.
|
Global-e HK Limited
|
China
|
Global-e Middle East FZCO
|
Globale UK Ltd.
|
Dubai Airport Free Zone Autority, UAE
|
Global-e Middle East FZCO (Dubai Branch)
|
Global-e Middle East FZCO
|
Jebel Ali Free Zone Authority, UAE
|
E-Commerce Global-e Middle East FZCO
|
Global-e Middle East FZCO
|
Dubai CommerCity, UAE
|
Pitney Bowes Payco Holdings Limited
|
Globale UK Ltd.
|
Ireland
|
Borderfree Payco Australia PTY Ltd.
|
Pitney Bowes Payco Holdings Limited
|
Australia
|
Borderfree PayCo Canada Ltd.
|
Pitney Bowes Payco Holdings Limited
|
Canada
|
Pitney Bowes PayCo Japan KK
|
Pitney Bowes Payco Holdings Limited
|
Japan
|
Pitney Bowes PayCo UK Limited
|
Pitney Bowes Payco Holdings Limited
|
England
|
Pitney Bowes PayCo Singapore Pte. Ltd.
|
Pitney Bowes Payco Holdings Limited
|
Singapore
|
Borderfree PayCo Switzerland GmbH
|
Pitney Bowes Payco Holdings Limited
|
Switzerland
|
1.
|
I have reviewed this Annual Report on Form 20-F of Global-E Online Ltd. (the “Company”);
|
||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the Company as of, and for, the periods presented in this report;
|
||
4.
|
The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
||
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
|
||
(c)
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
|
||
(d)
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
||
5.
|
The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit
committee of the Company’s board of directors (or persons performing the equivalent functions):
|
||
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s
ability to record, process, summarize and report financial information; and
|
||
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
By:
|
/s/ Amir Schlachet
|
Amir Schlachet
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 20-F of Global-E Online Ltd. (the “Company”);
|
||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
||
4.
|
The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
||
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||
(c)
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||
(d)
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
||
5.
|
The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
||
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
||
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
|
By:
|
/s/ Ofer Koren
|
Ofer Koren
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
By:
|
/s/ Amir Schlachet
|
Amir Schlachet
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
By:
|
/s/ Ofer Koren
|
Ofer Koren
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Kost Forer Gabbay & Kasierer
|
|
March 31, 2023
|
Kost Forer Gabbay & Kasierer
|
Tel-Aviv, Israel
|
A Member of EY Global
|