KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Our business, financial condition and results of operations could
be materially and adversely affected if any of the risks described below occur. As a result, the market price of our ordinary shares could
decline, and you could lose all or part of your investment. This annual report also contains forward-looking statements that involve risks
and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially
and adversely from those anticipated in these forward-looking statements due to certain factors, including the risks facing our Company.
Risk Factors Summary
Investing in our ordinary shares and our ability to successfully operate our business
and execute our growth plan each are subject to numerous and substantial risks. You should carefully consider the risks described in the
risk factors below before deciding to invest in our ordinary shares. If any of these risks actually occurs, our business, financial condition
or results of operations could be materially and adversely affected. In such case, the trading price of our ordinary shares would likely
decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face:
• unfavorable conditions in our industry or the global economy or reductions in spending on point of sale, or POS, technology could limit our ability to grow our business and negatively affect our results of operations;
• we operate in a competitive business environment and a failure to compete effectively may adversely affect our financial condition, results of operations and cash flows in the future;
• we procure some of our key components from a single or limited number of suppliers. Therefore, we are exposed to risks of shortages, price fluctuations, tariffs and delays in delivery of such components;
• we have a limited operating history at our current scale, and our prospects and future revenues are subject to a number of uncertainties, which limits our ability to predict them accurately;
• we have a history of annual net losses and therefore there are risks related to our ability to maintain profitability;
• if we are unable to attract customers, maintain or grow our retention rates and expand usage with existing customers, our revenue growth and any future profitability could be harmed;
• we may be unable to successfully develop and expand our platform, which could limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow;
• we rely on processing service providers, credit card networks, banks and other entities in the payment transfer system to process payments, and if they fail or no longer agree to provide their services or we fail to comply with our obligations under those relationships, our customer relationships could be adversely affected, and we could lose business;
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• any failure to offer high-quality customer support may adversely affect our relationships with our customers and could adversely affect our business, financial condition and results of operations;
• the termination of our existing relationships with commercial communications services providers could force us to adapt our products to a new vendor;
• After being subject to ceasefire arrangements following an extended period of war, Israel has launched together with the United States a joint operation against Iran. The security situation remains unstable and hostilities could escalate or resume at any time, and the duration, scope and effects of the war, the strike against Iran and related instability are uncertain;
• any past or future acquisitions, strategic investments, entries into new businesses, joint ventures, divestitures and other transactions could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business and negatively impact our results of operations;
• failure to maintain and enhance our brand recognition in a cost-effective manner could harm our business, financial condition and results of operations;
• information security failures or interruptions of our or our third-party partners’ or service providers’ information technology systems could adversely affect our business, financial condition and results of operations;
• operational failures, including within data transfer, could harm our reputation, ability to retain customers and recruit new customers, as well as our business results;
• our business is subject to complex and evolving regulations and oversight related to privacy and data protection;
• we are subject to substantial governmental and commercial regulations across our areas of activity. Any failure to comply with applicable regulations or standards may lead to significant regulatory consequences and could have an adverse effect on our business, financial condition or results of operations;
• our business could suffer if we are unable to obtain, maintain, protect, defend or enforce our intellectual property or other proprietary rights, or if others claim that we have infringed upon, misappropriated or otherwise violated their intellectual property rights;
• we rely on our key personnel and have not developed a succession plan for our senior management; if our key personnel leave us, our results and product development could be harmed; and
• we are controlled by our founding shareholders, who may make decisions with which other shareholders may disagree.
Risks Related to our Business and Industry
Unfavorable conditions in our industry or the
global economy or reductions in spending on point of sale, or POS, technology could limit our ability to grow our business and negatively
affect our results of operations.
Current or future economic uncertainties or downturns could adversely affect our business,
financial condition and results of operations. We are dependent on the growth of cashless transactions, and a reduction in customer or
consumer demand for cashless payments would negatively affect our business. The market in which we operate is sensitive, to an extent,
to changes in household income and the level of global economic activity. Any global economic slowdown or recession that leads to a decline
in private consumption, and therefore a reduction in the demand for products sold by our customers using our integrated POS devices, payment
processing services or software as a service, or SaaS, solutions, could negatively affect our revenues from existing customers. Such conditions
could also make it difficult for us to obtain new customers or expand activities with existing customers.
For example, COVID-19 initially caused sharp declines in stock markets around the world
in March 2020 and a global economic slowdown that extended into 2021 and beyond. The general slowdown in the world economy led to a drop
in consumption, which for a time had a negative impact on our activities and results. Although consumer spending has recovered from pandemic
levels, future economic downturns could again lead to declines in consumption that negatively impact us.
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We operate in a competitive business environment
and a failure to compete effectively may adversely affect our financial condition, results of operations and cash flows in the future.
The competition we face varies across the different product markets in which we operate
and geographic regions we serve. Activity in the market for payment processing and operations is characterized by limited competition
on the global level. However, major players are active in both the markets that our solutions address and the regions we serve. We face
significant competition in the certain areas in which we are active, such as the global market for POS devices. The existence of competitors
in certain markets in which we operate, together with ever-increasing demands to provide technological solutions that make payment and
business operation accessible across attended and automated self-service environments, require us to respond quickly and constantly update
our services in order to maintain our ability to offer our customers complete, comprehensive solutions for business management.
Competitors may introduce new offerings embodying new technologies, or new industry
standards and practices could emerge, that render obsolete our existing technology, including our integrated POS devices and SaaS offerings.
Some of our competitors may offer more attractive prices, features or other services that we do not offer, and some customers may choose
to provide these services themselves. Larger customers may seek lower prices from us when they renew or extend a contract or the customer’s
business has significant volume changes. In addition, larger customers may reduce their use of our platform if they decide to move services
in-house. Further, our small business customers may seek reduced fees due to pricing competition, their own financial condition or pressures
from consumers. These factors result in lower revenue from a customer than we had anticipated based on our previous agreement with that
customer. If we are not successful in achieving high renewal rates and favorable contract terms, our results of operations and financial
condition may be materially and adversely affected. Accordingly, our future success will depend in part on our ability to respond to new
product offerings by competitors, technological advances and emerging industry standards and practices in a cost-effective and timely
manner in order to retain existing customers, renew customer contracts on favorable terms and attract new customers.
Furthermore, as the number of our customers with higher volume sales increases, so does
the need for us to offer increased functionality, scalability and support, which requires us to devote additional resources to such efforts.
For further details regarding how we address competition in our fields of activity,
see “Item 4. Information on the Company—B. Business Overview—Competition.”
We procure some of our key components
from a single or limited number of suppliers. Therefore, we are exposed to risks of shortages, price fluctuations, tariffs and delays
in delivery of such components.
We are exposed to risks of supply shortages, price increase, tariff increases, and delivery
delays for key components used to manufacture our integrated POS devices, which can adversely impact our business, financial condition
and results of operations. In addition, certain suppliers may have an increasing sentiment not to transact business with Israeli companies
as a result of the recent war in Israel or due to a shift in international relations and politics. We rely on certain components, some
of which are provided by a single or limited number of suppliers, to produce our products, including monitors, semiconductor chips and
other electronics products. We also face competition for our key components from other companies in the computers, telecom and electronics
sectors.
For example, a spike in demand for various electronic products during the COVID-19 pandemic,
together with the slowdown in manufacturing, created a global shortage of certain components required for producing many electronic products,
including certain of our products, which adversely affected our gross profit rates from the sale of POS devices starting in the third
quarter of 2021 and continuing in 2022. Although the delivery delays and shortages have since abated, any similar shortages in the future
in the components of our products could have an adverse impact on our business, financial condition or results of operations.
We have a limited operating history at our current
scale, and our prospects and future revenues are subject to a number of uncertainties, which limits our ability to predict them accurately.
We started our company in 2005 and have experienced rapid growth in recent years. Our
shares have a limited history trading on the Tel Aviv Stock Exchange (“TASE”), where they have been listed since May 2021,
and on the Nasdaq Global Select Market (“Nasdaq”), where they have been listed since September 2022. Our historical results
may not be indicative of, or comparable to, our future results and we may be unable to sustain or increase our rate of growth in the future.
We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly
evolving industries, including those associated with forecasting demand for our products and platforms, our costs of revenue, such as
those associated with device sales including hardware component costs, shipping and handling costs, manufacturing labor costs and other
related costs, and other risks and uncertainties described herein. Such uncertainties may limit our ability to accurately predict our
operating results. If we do not address these risks successfully, our results of operations could differ materially from our expectations,
or our guidance, and as a result our business, results of operations and financial condition could suffer, and the price of our ordinary
shares could decline.
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We have a history of annual net losses and therefore
there are risks related to our ability to maintain profitability.
Although we reported a net annual profit for the first time in 2025, we have incurred
significant losses in each year since our inception, including losses of $5.6 million and $15.9 million in the years ended December 31,
2024 and 2023, respectively. Because the market for our platform and the features is rapidly evolving, it is difficult for us to predict
our future results of operations or the limits of our market opportunity. We have experienced significant revenue growth in recent periods,
but we are not certain whether we will obtain a high enough volume of revenue to sustain or increase our growth or maintain annual profitability
in the future.
We also expect that our operating expenses will increase moderately over the next several
years as we hire additional personnel, expand our customer base, operations and infrastructure, continue to enhance our brand, develop
and expand our platform’s features, integrations, capabilities and enhancements, expand and improve our integrated POS devices and
SaaS solutions and increase our spending on sales and marketing. These efforts may prove more expensive than we currently anticipate,
and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. Revenue may not grow as anticipated for
a number of possible reasons, including as a result of slowing demand for our products or due to increased competition.
If we fail to manage our growth effectively,
we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive
challenges.
As illustrated by the increase in our number of customers from approximately 14,000
in 2019 to approximately 115,000 as of December 31, 2025, we have experienced significant growth in recent periods, which puts a strain
on our business, operations and employees. We anticipate that our operations will continue to rapidly expand. Any failure by us to manage
growth effectively could adversely affect our business.
We must also attract, train and retain a significant number of qualified sales and marketing
personnel, customer support personnel, professional services personnel, software engineers, technical personnel and management personnel,
without undermining our corporate culture of rapid innovation, teamwork and attention to customer success that has been central to our
growth.
If we are unable to attract customers, maintain
or grow our retention rates and expand usage with existing customers, our revenue growth and any future profitability could be harmed.
To increase our revenue and achieve and maintain profitability, we must increase our
customer base through various methods, including but not limited to, selling and deploying more connected POS devices in both the attended
and automated self-service markets, growing or maintaining our retention rates, and expanding usage of our end-to-end solutions by existing
customers. While we have experienced significant growth in the number of our managed and connected devices, we may not continue achieving
similar growth rates in the future.
Sales efforts targeted at larger enterprises typically involve greater costs, longer
sales cycles, greater competition and less predictability in completing some of our sales. As a result of these factors, such sales opportunities
may require us to devote greater sales, research and development, professional services and customer support resources to these customers,
resulting in increased costs and lengthened sales cycles. If our efforts to sell to large enterprises are not successful or do not generate
additional revenue, our business could suffer.
Moreover, our business is based on (i) fixed monthly subscription fees charged for accessing
our SaaS solutions, (ii) payment processing fees charged as a percent of transaction value at the point of sale and (iii) one-time revenue
from sales of our integrated POS devices. Customers who purchase and use our integrated POS devices are not always obligated to use our
payment processing or SaaS solutions, and those who do may discontinue or reduce their use of these solutions. Businesses may or may not
use our platform as a result of a number of factors, including their satisfaction or dissatisfaction with our integrated POS devices,
SaaS solutions, application programming interfaces, or APIs, our fees or pricing structure, the pricing or capabilities of the products
and services offered by our competitors, the effects of economic conditions, decreases in the number of transactions by consumers or reductions
in our customers’ spending levels.
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It is also difficult to predict attrition rates given our varied customer base of large
enterprise and small and medium enterprises (“SMEs”), customers. Our attrition rates may increase or fluctuate as a result
of a number of factors, including customer dissatisfaction with our services, consumer spending levels, mix of customer base, decreases
in the consumer base of our customers, competition, pricing increases or changing or deteriorating general economic conditions. If we
fail to expand our customer base or increase our customers’ use of our platform’s solutions, our revenue may decline or grow
slower than anticipated, which could harm our business, results of operations and financial condition.
We may be unable to successfully develop and
expand our platform, which could limit our ability to grow and maintain our competitive position and adversely affect our financial condition,
results of operations and cash flow.
Our growth depends, in part, on continued revenue from our existing products, as well
as the successful development and introduction of new solutions or technologies, which face uncertainty with respect to customer acceptance
and reaction from competitors. Any delay in the development or launch of a new product could result in our competitors being the first
to market, which could compromise our competitive position. Further, the development and introduction of new products may require us to
make investments in specialized personnel and capital equipment, increase marketing efforts and reallocate resources away from other uses.
The attractiveness of our payment processing services also depends on our ability to
integrate emerging payment technologies, alternative payment methods and credit card systems that our processing partners or we may not
adequately support or for which they or we do not provide competitive processing rates. In the event such emerging payment methods become
popular among consumers, any failure to timely integrate such payment methods into our software, anticipate consumer behavior changes,
or contract with processing partners that support such emerging payment technologies could reduce the attractiveness of our payment processing
services and of our platform, and adversely affect our operating results.
We also may need to modify our systems and strategy in light of new products that we
develop. If we are unable to develop and introduce new products in a cost-effective manner or otherwise effectively manage our operations
relating to new products, our financial condition, results of operations and cash flows could be adversely affected.
Any failure to offer high-quality customer support
may adversely affect our relationships with our customers and could adversely affect our business, financial condition and results of
operations.
In deploying and using our products, our customers depend on our support team to resolve
complex technical and operational issues. We also rely in part on third parties to provide some customer support services, including manpower,
software development and training, and our ability to provide effective customer support is partially dependent on our ability to engage
qualified and capable third-party service providers. As we continue to grow our business and improve our platform, we will face challenges
related to providing high-quality customer support services at scale. We may be unable to respond quickly enough to accommodate short-term
increases in demand for customer support or to modify the nature, scope and delivery of our customer support to compete with changes in
customer support services provided by our competitors. Increased demand for customer support could increase costs and, without a corresponding
increase in revenue, adversely affect our operating results. Our revenue streams are highly dependent on our business reputation and on
positive recommendations from our existing customers. Any failure to maintain high-quality customer support, or a market perception that
we do not maintain high-quality customer support, could adversely affect our reputation and brand, our ability to benefit from referrals
by existing customers, our ability to sell our platform to existing and prospective customers and our business, financial condition and
results of operations.
We rely on a limited number of manufacturers
for the development of a majority of our finished POS devices.
We rely on a limited number of manufacturers to complete the assembly of the majority
of our finished POS devices. Any disruption in one or more of these relationships may cause us to fail to meet the demands of our customers,
damage our customer relationships and adversely affect our results of operations. We obtain all of the finished products from these contract
manufacturers on a purchase order basis, and none of them have an obligation to provide us with any specified minimum quantities of finished
products. In the event our relationship with one or more such contract manufacturer is disrupted or one or more is unable to deliver sufficient
quantities of finished products, we may be unable to locate, qualify and engage with an alternate contract manufacturer or manufacturers
in a timely, cost-efficient manner. Further, any failure or deterioration of quality control at such contract manufacturer could result
in defects in our projects or products, which in turn may subject us to contractual, product liability and other claims. Any such claims,
regardless of whether they are ultimately successful, could cause us to incur costs, harm our business reputation and result in disruption
to our operations.
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We are also subject to other risks inherent in the manufacturing of our products and
their supply chain, including industrial accidents, natural disasters (including as a result of climate change), environmental events,
strikes and other labor disputes, capacity constraints and disruptions in material supplies. We are also subject to risks associated with
global shortages, disruptions in supply chain or information technology, loss or impairment of key manufacturing sites or suppliers, product
quality control and safety issues, increase in commodity prices and energy costs, licensing requirements and other regulatory issues and
other external factors over which we have no control. If such an event were to occur, it could have an adverse effect on our business,
financial condition and results of operations.
We rely on processing service providers, credit
card networks, banks and other entities in the payment transfer system to process payments, and if they fail or no longer agree to provide
their services or we fail to comply with our obligations under those relationships, our customer relationships could be adversely affected,
and we could lose business.
Our payment processing services are dependent on a payment transfer system that operates
through a chain of different entities, including but not limited to clearing entities, banks and credit card companies. We rely on payment
processors, regulated financial institutions and other partners and third-party vendors to enable us to provide services to our customers.
Due to our agreements with our partners and service providers, we are contractually required to comply with certain legal and regulatory
requirements, credit card network rules and other obligations which otherwise would not necessarily be applicable to us. If we fail to
meet our obligations under our agreements with payment processors or other service providers, one of the entities fails to fulfill its
obligations to us or engages in prohibited activity, or if we or our service providers decide to terminate our agreement, we would need
to find one or more new vendors to provide materially similar services. If we are unable to find vendors under terms consistent with,
or better than, those currently in place, or if we are unable to sign new agreements or maintain our current relationships under terms
consistent with those currently in place, our revenue and business may be harmed. This may directly result in a violation of our obligations
to our customers or otherwise adversely affect our activities, reputation and results.
The termination of our existing relationships
with commercial communications services providers could force us to adapt our products to a new vendor.
Our activities are grounded in our data transfer capability. The operation of communications
enabling our activity is dependent on the reliability and capacity of services supplied to us by communications vendors. Termination of
business relationships with vendors from the communications field, such as vendors of infrastructure and internet servers, could force
us to invest additional resources in order to adapt our products to a new vendor and could have a negative impact on our business, financial
condition or results of operations.
Any past or future acquisitions, strategic investments,
entries into new businesses, joint ventures, divestitures and other transactions could fail to achieve strategic objectives, disrupt our
ongoing operations or result in operating difficulties, liabilities and expenses, harm our business and negatively impact our results
of operations.
In pursuing our business strategy, we routinely conduct discussions and evaluate opportunities
for possible acquisitions, strategic investments, entries into new businesses, joint ventures, divestitures and other transactions. We
have in the past acquired or invested in, and we currently are active in M&A pipeline activity and execution to acquire or invest
in, businesses, technologies or other assets that we believe could complement or expand our business.
For example, in October 2023, we announced the acquisition of Retail Pro International
(“Retail Pro”), a U.S. based retail software company, for a purchase price that represents an implied enterprise value of
$36.5 million, in April 2024, we completed the acquisition of both Roseman Engineering Ltd. and Roseman Holdings Ltd. (together, “Roseman
Engineering”), which manage smart systems in the fields of refuelling, charging stations and management systems for forecourts and
vehicle fleets, and of VMtecnologia LTDA (“VMT”), a leading technology provider for the automated self-service industry in
Brazil, marking a significant step in our expansion into the Latin American market, and in December 2025, we announced the acquisition
of Lynkwell, a leading energy ecosystem platform focused on supporting developers and operators of renewable generation, battery storage,
utilities, and microgrids with next-generation technologies, for an implied effective purchase price of $25.9 million, with an additional
earnout based on certain profitability metrics within the first 12 months post-closing.
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The identification, evaluation and negotiation of potential transactions, as well as
the integration of acquired companies and businesses, have in the past, and may continue in the future, to divert the attention of management
and require various expenses, whether or not such transactions are ultimately completed. There can be no assurance that we will be successful
in identifying, negotiating and consummating favorable transaction opportunities. In addition to transaction and opportunity costs, such
transactions involve significant challenges and risks, whether or not such transactions are completed, any of which could harm our business
and negatively impact our results of operations, including risks that:
• the transaction may not advance our business strategy;
• we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all;
• the transaction may subject us to additional regulatory burdens, such as antitrust and competition filings, that affect our business in potentially unanticipated and significantly negative ways;
• we may not realize a satisfactory return or increase our revenue;
• we may experience difficulty, and may not be successful in, integrating technologies, IT or business enterprise systems, culture or management or other personnel of the acquired business;
• we may incur significant acquisition costs and transition costs, including in connection with the assumption of ongoing expenses of the acquired business;
• we may not realize the expected benefits or synergies from the transaction in the expected time period, or at all – for example, we expect opportunities to deliver additional revenue and costs synergies, as well as accretion to net income, with the acquisition of Retail Pro, VMT and Lynkwell, which may or may not be realized in a timely manner or at all;
• we may be unable to retain key personnel;
• acquired businesses or businesses that we invest in may not have adequate controls, processes and procedures to ensure compliance with laws and regulations, including with respect to data privacy and security, and our due diligence process may not identify compliance issues or other liabilities – moreover, acquired businesses’ technology may add complexity, resource constraints and failures that make it difficult and time consuming to achieve such adequate controls, processes and procedures;
• we may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring or investing in a business, which could result in additional financial, legal or regulatory exposure, which may subject us to additional controls, policies, procedures, liabilities, litigation, costs of compliance or remediation or to other adverse effects on our business, operating results or financial condition;
• we may have difficulty entering into new product areas, market verticals or geographic territories;
• we may be unable to retain the customers, vendors and partners of acquired businesses;
• there may be lawsuits or regulatory actions resulting from the transaction. For example, during 2023, the Israeli Competition Authority (the “ICA”) requested from us certain documents and other information related mainly to our acquisition of OTI. We cooperated fully and transparently with the ICA throughout its investigative process, and, on February 3, 2025, we entered into a consent decree (the “Consent Decree”) with the ICA to settle allegations of anticompetitive practices and failing to obtain necessary ICA consent in connection with the acquisition. Pursuant to the Consent Decree, we and Yair Nechmad, our CEO and Chairman, agreed to pay a sum of NIS 2,500,000 (approximately $701,000) and NIS 240,000 (approximately $67,300), respectively, to the Israeli State Treasury, and we agreed to provide up to 6,500 OTI POS kits, comprised of the Telebox hardware units paired with Uno 8/Uno Plus card readers, over a period of five years, to third parties who may sell, distribute, and market the OTI POS kits under their own brands in the Israeli market. The Consent Decree was approved by the Israeli Competition Court on June 4, 2025;
• there may be risks associated with undetected security weaknesses, cyber-attacks or security breaches at companies that we acquire or with which we may combine or partner;
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• there may be local and foreign regulations applicable to the international activities of our business and the businesses we acquire; and
• acquisitions could result in dilutive issuances of equity securities or the incurrence of debt – for example, the acquisition of Retail Pro was financed through bank financing, which increased our debt burden, consideration for the acquisition of VMT included an earn-out in the amount of up to approximately $5.3 million payable primarily in our ordinary shares and consideration for the acquisition of Roseman Engineering included 19,722 of our ordinary shares.
We may also choose to divest certain businesses or product lines. If we decide to sell
assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all. Additionally, we may experience
difficulty separating out portions of, or entire, businesses, incur potential loss of revenue or experience negative impact on margins,
or we may not achieve the desired strategic and financial benefits. Such potential transactions may also delay achievement of our strategic
objectives, cause us to incur additional expenses, potentially disrupt customer or employee relationships and expose us to unanticipated
or ongoing obligations and liabilities, including as a result of our indemnification obligations. Further, during the pendency of a divestiture,
we may be subject to risks related to a decline in the business, loss of employees, customers or suppliers and the risk that the transaction
may not close, any of which could have a material adverse effect on the business to be divested and us. If a divestiture is not completed
for any reason, we may not be able to find another buyer on the same terms, and we may have incurred significant costs without the corresponding
benefit.
Joint ventures and minority investments inherently involve a lesser degree of control
over business operations, thereby potentially increasing the financial, legal, operational, regulatory and/or compliance risks associated
with the joint venture or minority investment. In addition, we may be dependent on joint venture partners, controlling shareholders, management
or other persons or entities who control them and who may have business interests, strategies or goals that are inconsistent with ours.
Business decisions or other actions or omissions of the joint venture partners, controlling shareholders, management or other persons
or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us and
may otherwise damage our reputation and brand.
We rely on our key personnel and have
not developed a succession plan for our senior management; if our key personnel leave us, our results and product development could be
harmed.
Our future success and our ability to manage future growth depend, in large part, upon
the efforts, experience and expertise of our senior management team. Our senior management team is comprised of highly regarded figures
within our industry who have extensive experience with, and an exceptional understanding of, our business, customers and products. It
could be difficult or impossible for us to find appropriate replacements for our senior management, as competition for personnel is intense.
For example, Mr. Yair Nechmad, CEO, co-founder and a controlling shareholder in the Company, and Mr. David Ben-Avi, CTO, co-founder and
a controlling shareholder, are key figures in the Company. Although we are not dependent on these key figures, we could be harmed if they
were to leave the Company.
As of the date of this annual report, we have not developed a succession plan for our
senior management. If we fail to timely develop and successfully execute a succession plan capable of maintaining continuity in our senior
management and business, or if we lose senior management members and we fail to attract and retain qualified successors, our business,
financial condition, results of operations and cash flows could be harmed.
Our ability to recruit, retain and develop qualified
personnel is critical to our success and growth.
Our businesses function at the intersection of rapidly changing technological, economic
and regulatory environments that require a wide range of expertise and intellectual capital. For us to successfully compete and grow,
we must recruit, retain and develop personnel who can provide the necessary expertise across a broad spectrum of disciplines. In addition,
we must develop, maintain and, as necessary, implement appropriate succession plans to ensure we have the necessary human resources capable
of maintaining continuity in our business.
The market for qualified personnel is competitive, and we may not succeed in recruiting
additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. Our effort
to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. In
addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment.
The trading price of our ordinary shares is likely to remain volatile, could be subject to fluctuations in response to various factors
and may not appreciate. If the perceived value of our equity awards declines for these or other reasons, it may adversely affect our ability
to attract and retain highly qualified employees.
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We are also substantially dependent on our direct sales force and marketing team to
obtain new customers and increase sales to existing customers. There is significant competition for sales and marketing personnel with
the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our
success in recruiting, training and retaining a sufficient number of direct sales and marketing personnel to support our growth. If we
are unable to hire, train and retain a sufficient number of qualified and successful sales personnel, our business, financial condition
and results of operations could be harmed.
Failure to maintain and enhance our brand recognition
in a cost-effective manner could harm our business, financial condition and results of operations.
We believe that maintaining and enhancing our brand identity and reputation is critical
to our relationships with existing, and ability to attract new, customers, partners and employees. Accordingly, we have invested, and
expect to continue to invest, a great amount of resources in branding and other marketing initiatives, which may not be successful or
cost effective. If we do not successfully maintain and enhance our brand and reputation in a cost-effective manner, our business may not
grow, we may have reduced pricing power relative to competitors with stronger brands or reputations, and we could lose customers or partners,
all of which would harm our business, financial condition and results of operations.
In addition, any negative publicity about our company or our management, including about
the quality, stability and reliability of our products or services, changes to our products and services, our data privacy and cybersecurity
practices, litigation, regulatory enforcement and other actions involving us, as well as the perception of us and our products by our
customers and their consumers, even if inaccurate, could cause a loss of confidence in us and adversely affect our brand.
Exchange rate fluctuations could adversely affect
our results of operations.
A material portion of our expenses are denominated in NIS, USD and Euro. At the same
time, we are active in more than 120 different countries, including emerging markets, and therefore receive payments and generate revenue
in a large number of currencies, primarily from Euro, U.S. dollar, Australian dollar and British pound. We also face exposure to currency
volatility in certain emerging markets, where fluctuations may be more pronounced. Our financial statements are presented in U.S. dollar,
our functional and reporting currency, and therefore we are subject to the effects of exchange-rate fluctuations between the U.S. dollar
and other currencies, which may impact on our results of operations. Fluctuations in foreign currency exchange rates may reduce our results
and could materially adversely affect our business, operating results, and financial condition. In 2025, foreign currency transaction
gains and losses have had an impact on our financial statements, which was partially mitigated by hedging transactions. For additional
information, see “Item 5. Operating and Financial Review and Prospects - Operating Results - Components of our Consolidated Income
Statement - Finance Income (Expense), Net.”
Political and geopolitical conditions or tensions,
including trade disputes, the imposition of tariffs and direct or indirect acts of war or terrorism, could have an adverse effect on our
business, results of operations and financial results.
Since we operate on a global basis, our operations could be disrupted by political or
geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist
activity or other similar events.
In recent years, diplomatic and trade relationships between the U.S. government
and China have become increasingly frayed and the threat of a takeover of Taiwan by China has increased. Tensions
between the U.S. and China have led to a series of tariffs being imposed by the U.S. on imports from mainland China,
as well as other business restrictions. Following his re-election, President Donald Trump has imposed and may continue to impose
additional tariffs on U.S. imports from a variety of countries, including China, Mexico and Canada. Tariffs could increase the cost
of our products and the components that go into making them. These increased costs could adversely impact the gross margin that we earn
on our products. Tariffs could also make our products more expensive for customers, which could make our products less competitive
and reduce consumer demand. Changing our operations in accordance with new or changed trade restrictions can be expensive, time-consuming
and disruptive to our operations.
At the same time, the ongoing war between Russia and Ukraine and the instability in
the Middle East between Israel and a variety of terrorist organizations and the Islamic Republic of Iran each threaten to expand into
wider regional conflicts, which could have severe negative impact on the global economy. For more details regarding conflicts in the Middle
East, see “ - Risks Related to our Operations and Incorporation in Israel - After being subject to ceasefire arrangements following
an extended period of war, Israel has launched together with the United States a joint operation against Iran. The security situation
remains unstable and hostilities could escalate or resume at any time, and the duration, scope and effects of the war, the strike against
Iran and related instability are uncertain.”
10
The tensions between the U.S. and China, the Russia-Ukraine war and conflicts
in the Middle East remain uncertain, and while it is difficult to predict the impact of any of the foregoing, any escalation or additional
uncertainty in these situations could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability
to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition
and results of operations.
We are subject to risks related
to corporate social responsibility and the investor and regulatory focus
on environmental, social and governance, or ESG, activity.
Many factors affect our reputation and the value of our brand, including the perception
held by our customers, business partners, investors, other key stakeholders and the communities in which we operate, such as our social
responsibility, corporate governance and other company practices. As with other companies, we have faced, and will likely continue to
face, scrutiny related to our environmental, social and governance (“ESG”) activities, and our reputation, operations, access
to and cost of capital, and the value of our brand can be adversely affected if we fail to act responsibly in a number of areas, such
as diversity and inclusion, workplace conduct, sustainable environmental practices, human rights, philanthropy and support for local communities.
Certain market participants, including major institutional investors and capital providers,
use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions at shareholder
meetings. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us, which could negatively impact our share
price as well as our access to and cost of capital. Any harm to our reputation could impact employee engagement and retention and the
willingness of customers and partners to do business with us, which could have an adverse effect on our business, results of operations
and cash flows. We believe that our reputation is critical to our role as a global leader in commerce enablement and cashless payments
and as a publicly traded company. While our management and directors are focused on the integrity of our business and behavior of our
board of directors, senior management, employees, other personnel and third-party suppliers and partners, we cannot assure that these
efforts will be successful in producing the desired responsible outcomes in all cases nor that they will be sufficient in meeting investor
demands in this area.
In addition, government authorities in various countries have adopted or proposed ESG
regulation, and we expect there will likely be increasing levels of regulation globally, disclosure-related and otherwise, with respect
to ESG matters. For example, the European Commission has established a number of sustainability-related due diligence, reporting and compliance
regimes, which we are subject to, including the Corporate Sustainability Reporting Directive. This directive will require disclosure of
detailed information on our social and environmental risks, impacts and sustainability performance when it comes into effect for us in
the coming years. We may in the future also be subject to climate-related disclosure laws adopted by the State of California, which are
currently subject to legal challenge. Such laws require companies with revenues in excess of certain thresholds that are doing business
in California to publicly disclose greenhouse gas emissions data and provide climate-related financial risk reports.
Our current and future ESG efforts may be costly and may not have the desired effect.
We currently engage multiple firms specializing in ESG matters to support our ESG efforts. Expectations around companies’
management of ESG matters continue to evolve rapidly, in many instances due to factors that are out of our control. Any actions we currently
take may subsequently be determined to be insufficient by various stakeholders, and we may be subject to investor or regulatory engagement
on our ESG initiatives. In addition, stakeholder expectations are not uniform, and opponents of various ESG-related matters have increasingly
resulted in a range of activism and legal and regulatory developments. For example, there is an increasing number of state-level anti-ESG
initiatives in the U.S. that may conflict with other regulatory requirements or our various stakeholders’ expectations. Moreover,
President Trump has issued an executive order directing federal agencies to take appropriate action to discourage private sector diversity,
equity and inclusion initiatives.
These and other changes in stakeholder expectations and regulations globally, whether
pro- or anti-ESG, many of which are not possible to predict, and navigating conflicting requirements, will likely lead to increased costs
as well as scrutiny that could heighten all of the risks identified in this risk factor and litigation risks.
11
Emerging markets are subject to greater risks
than more mature markets, including significant political, economic and legal risks.
We operate in several emerging markets, and plan to expand into additional emerging
markets in the future. Certain markets in which we operate or plan to operate have lower levels of economic, political or legal
stability, and tend to be more politically and economically volatile than the more established economies we serve in other countries,
which could add volatility to our future revenue and earnings.
Risks associated with operating in such markets include unexpected changes in regulatory
environments, uncertainty in enforcing contracts and intellectual property rights, challenges in obtaining legal redress, difficulties
in collecting accounts receivables, foreign exchange controls, as well as bribery and corruption risks, which can all lead to reputational
damage and impair our ability to win and retain contracts. Should one or more of these risks materialize, there could be a material adverse
effect on our business, results of operations and financial condition.
Our hardware-as-a-service offerings require substantial
capital expenditures on our part and entail additional risks to our business, financial condition and results of operations.
We have begun to offer a hardware-as-a-service subscription pricing model for our POS
devices in certain countries and plan to expand such pricing model to our offerings in other countries in the future. Hardware-as-a-service
offerings require significant additional up-front capital expenditure on our part compared to the sale of our POS devices. As we expand
such offerings, we may not have sufficient capital available on our balance sheet and may be required to finance such capital expenditures.
Hardware-as-a-service based revenue also exposes us to credit risk, as subscribers to this service may default on their payment obligations
to us. Expenses related to our hardware-as-a-service offerings are recovered by us over a longer period in comparison to the sale of our
POS devices, and we also bear the risk of malfunctioning hardware.
If our implementation of hardware-as-a-service subscription pricing model is not successful,
our results of operation and revenue could be adversely affected. In addition, customers who subscribe to our hardware-as-a-service offerings
may terminate such subscriptions under certain circumstances in accordance with our agreements with them, subject, in some instances,
to early termination fees. Accordingly, if demand for and satisfaction with hardware-as-a-service is not maintained, the overall stickiness
of our offerings as compared to the sale of our POS devices could be negatively impacted.
We offer, and may in the future expand the offering
of, certain embedded financial services through our platform, which exposes us to a variety of risks.
We have recently expanded our offerings to include embedded financial services allowing
merchants to manage and access funds through our platform. As part of this expansion, we are soon launching the “Yellow Account”,
which provides merchants with integrated deposit-accounts capabilities through a sponsor bank relationship with a third-party financial
institution. Yellow Account is first being launched in the United States, and we may expand this offering to additional markets in the
future. In addition, we offer hardware purchase financing, including installment payment arrangements, as well as hardware rental programs,
in certain jurisdictions, which we provide directly to our merchants. We may in the future offer additional embedded financial products,
including other credit-related products, either directly or through third-party financial partners, which we may offer across multiple
jurisdictions. These activities subject us to a variety of risks that are distinct from, and in some cases greater than, those associated
with our core payment processing and SaaS activities.
Our Yellow Account offering is dependent on our relationship with a third-party sponsor
bank, which holds merchant funds and provides the underlying infrastructure for this product. We do not hold merchant funds directly in
connection with Yellow Account. If our sponsor bank were to terminate, fail to renew, or materially modify the terms of our arrangement,
we may be unable to continue offering Yellow Account or may experience a significant disruption in service to our merchants. Transitioning
to an alternative sponsor bank or infrastructure could be time-consuming, costly and operationally complex, and there can be no assurance
that we would be able to secure a replacement arrangement on comparable or acceptable terms, or at all. In addition, our sponsor bank
is itself subject to regulatory requirements and oversight. Any regulatory action against, or operational failure by, our sponsor bank,
including with respect to the safeguarding and reconciliation of merchant funds, could disrupt our ability to offer Yellow Account, result
in the loss or unavailability of merchant funds, or expose us to merchant claims, regulatory scrutiny or reputational harm, even if such
issues are not caused by us. Moreover, negative events or adverse publicity involving our sponsor bank, including regulatory enforcement
actions, financial difficulties or data security incidents, could adversely affect merchant confidence in Yellow Account and in our platform
more broadly, regardless of our own performance or conduct.
12
The offering of embedded financial services subjects us to regulatory requirements that
may vary significantly across jurisdictions. Our Yellow Account offering and any future embedded financial products are or may be subject
to laws and regulations relating to anti-money laundering, counter-terrorist financing, sanctions compliance, know-your-customer obligations,
safeguarding of client funds, disclosure requirements, and other applicable regulatory frameworks. If we offer credit-related products
directly in the future, such activities may require us to obtain and maintain licenses or regulatory approvals in the applicable jurisdictions,
and to comply with additional regulatory regimes, including those relating to fair lending, interest rate restrictions, and capital or
liquidity thresholds. As we may offer these products across multiple jurisdictions, we face the additional complexity of navigating differing
and potentially conflicting regulatory frameworks. Failure to comply with applicable laws and regulations, or changes in their interpretation
or enforcement, could result in fines, penalties, restrictions on our activities, reputational harm, or the suspension or termination
of our financial services offerings.
Our hardware purchase financing and rental activities expose us to credit risk on our
balance sheet. Merchants that finance or rent hardware through us may be unable or unwilling to meet their payment obligations, particularly
during periods of macroeconomic uncertainty, rising interest rates, or industry-specific downturns affecting the sectors we serve. If
merchant defaults exceed our expectations, or if we fail to accurately price the credit risk associated with these arrangements, our results
of operations and financial condition could be materially adversely affected. If we offer additional credit-related products in the future,
either directly or through third-party financial partners, we would be exposed to further credit risk, as well as liquidity risk, interest
rate risk, and earnings volatility. Such activities may require us to commit significant capital, maintain regulatory capital, or secure
third-party funding arrangements, which could constrain our liquidity. If we are unable to access sufficient funding on acceptable terms,
or if market conditions limit the availability of capital, we may be forced to curtail such activities or bear higher funding costs, which
could adversely affect our margins and growth prospects.
The integration of financial services into our platform increases the complexity of
our operations and internal controls. We are enhancing, and expect to continue enhancing, our risk management, compliance, cybersecurity,
and fraud detection capabilities in connection with these offerings. If our systems, or those of our third-party partners, fail to effectively
manage these risks, including risks arising from data breaches or cyberattacks targeting sensitive financial information, we could incur
financial losses, regulatory scrutiny and reputational damage.
In addition, the offering of embedded financial services, including the Yellow Account
and any future products or services involving the management of merchant funds and cashflow, heightens the importance and sensitivity
of our customer support function. These services involve access to and movement of merchant funds, which may increase merchant expectations
regarding the timeliness, accuracy and effectiveness of our support. We rely on our customer support infrastructure, including third-party
service providers and, in certain cases, back-to-back support arrangements with our third-party sponsor bank. If we are unable to provide
responsive and knowledgeable assistance with respect to account access, funds availability, transaction disputes, reconciliation issues
or other financial inquiries—whether due to limitations in our resources, challenges in scaling our support operations, or delays
or deficiencies attributable to third parties—merchants may lose confidence in our services or platform. Because these offerings
represent a new category of financial service for us, we may initially encounter operational, training or coordination challenges in delivering
consistent, high-quality support at scale. Any failure, or perceived failure, to deliver the appropriate level of customer support could
result in complaints, negative publicity, reduced adoption of our services and products, merchant attrition and reputational harm, which
could materially adversely affect our business, financial condition and results of operations.
Moreover, our expansion into embedded financial services may not achieve the anticipated
benefits of higher platform adoption or improved monetization of our merchants. Merchants may be reluctant to adopt our financial products,
may prefer competing offerings from traditional financial institutions or fintech providers, or may perceive conflicts of interest in
consolidating payments, operations management, and financial services with a single provider. If adoption rates are lower than expected,
we may not realize a return on the investments made to develop and launch these offerings.
Any of the foregoing risks, individually or in the aggregate, could have a material
adverse effect on our business, financial condition, results of operations and prospects.
13
We are exposed to credit risk from trade receivables
and from financing or credit arrangements we extend to certain customers and partners.
We are exposed to credit risk in the ordinary course of our business, including from
trade receivables arising from the sale of our products and services. In addition, from time to time, we may lend money or otherwise extend
financing or credit arrangements to certain customers and partners in connection with our offerings. As of December 31, 2025, an aggregate
of approximately $7.3 million was outstanding under such loans.
These arrangements expose us to the risk that customers or partners may be unable or
unwilling to repay amounts owed to us in a timely manner or at all, whether due to liquidity constraints, financial distress, bankruptcy
or other factors. If such customers or partners were to delay payment or default on their obligations, or if our allowances for expected
credit losses prove inadequate, we may be required to record additional provisions or write-offs, which could adversely affect our results
of operations and financial condition.
Providing financing or extending credit may also increase our exposure to customer concentration
risk and require additional operational and administrative resources.
Risks Related to Data Security, Privacy, Information Technology and Intellectual Property
Information security failures or interruptions
of our or our third-party partners’ or service providers’ information technology systems could adversely affect our business,
financial condition and results of operations.
As a company that processes payments, information security failures and leaking of financial
data of our customers or their consumers, as well as passage of information between different territories in violation of privacy protection
laws, could harm our results and reputation. Sensitive credit provider information, personal information, personally identifiable information
and other financial data are transferred through our products and services, either through execution of transactions, or through remote
management services or other services we offer, including those that are consumer-facing.
The processing of the information we acquire in connection with our customers’
use of our services is subject to numerous privacy, data protection, cybersecurity and other laws, rules, regulations and standards in
a number of jurisdictions. Furthermore, we operate under strict information security standards and regulations and use advanced security
technologies in our efforts to comply with such laws, rules, regulations and standards, prevent data loss and protect the confidential,
proprietary and sensitive information to which we have access. In order to mitigate against failures, cybersecurity incidents, attacks
and other disruptions of our information technology systems, we strive to improve the security of our own servers, as well as the security
environment we provide to customers and third parties using our products. For example, we possess three on-premise environments (data
centers) for storing information, as well as dedicated cloud IT premises, mostly for customers in the Asia-Pacific region. In addition,
we have offline backup for information, as well as internal and external support teams which are active seven days a week for identification
of cyber-attacks, infiltration and exposure to other threat actors. Despite these measures, our efforts to protect such sensitive information
and the Company’s information technology systems are not always effective, which could disrupt our operations and adversely affect
our business.
The nature of our business and our reliance on digital technologies make us an attractive
and frequent target for, and vulnerable to, technological failures and exposure to cyber-attacks, fraud, computer viruses, social engineering
(including phishing and ransomware attacks), malware, password praying, credential stuffing, general hacking, physical or electronic break-ins
or similar disruptions. Breaches of our security systems, which may arise as a result of employee theft, exfiltration, misuse or malfeasance,
our actions, omissions or errors, third-party actions, omissions or errors, unintentional events or deliberate attacks by cyber criminals,
have in the past and may in the future result in the loss or vulnerability of, or unauthorized access to, our or our customers’
data, including personal data, our intellectual property or other confidential, proprietary or sensitive business information. The techniques
used to obtain unauthorized, improper or illegal access to our systems, our data, customer data or end-user data, disable or degrade service
or sabotage systems are constantly evolving and have become increasingly complex and sophisticated, may be difficult to detect quickly
and may not be recognized or detected until after they have been launched against a target. We and our service providers also face threats
from sophisticated nation-state and nation-state-supported actors who engage in attacks (including advanced persistent threat intrusions)
that add to the risks to our and their systems, internal networks and the information that we and they store and process.
Companies newly acquired by us may have different information security standards and
practices from us, making us potentially vulnerable to cybersecurity threats following such acquisitions during system integration. We
expect that a growing number of unauthorized parties will continue to attempt to gain access to our systems or facilities through various
means, including hacking into our systems or facilities or those of our customers, or attempting to fraudulently induce (for example,
through spear phishing attacks or social engineering) our employees, customers, partners, vendors or other users of our systems into disclosing
usernames, tax identifications, passwords, payment card information or other personal or sensitive information, which may in turn be used
to access our information technology systems. Despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents
or provide assurances that we have not experienced an undetected cybersecurity incident. Security breaches, incidents or other unauthorized
access to our platform could potentially impact our ability to engage with clearing entities, banks and credit companies, since under
the terms of our agreements with these entities, non-compliance with security requirements could lead to termination of the commercial
engagement. To the extent that any system failure or similar event results in harm or losses to customers using our platforms or their
data, customers could also seek monetary recourse or contractual remedies from us for their losses and such claims. Beyond the risks posed
to our reputation and financial position by loss of user financial data, personal data or other sensitive information, we could be exposed
to regulatory inquiries, time-consuming and expensive litigation, sanctions and fines.
14
Furthermore, regulators and many foreign, federal, state and local laws and regulations
require notice of certain data security breaches that involve personal information. Additionally, the SEC has adopted rules that require
us to publicly disclose information about material cybersecurity incidents, including their impact or reasonably likely impact. Disclosure
may be required before the incident has been resolved or fully investigated. These mandatory disclosures regarding a security breach are
costly to implement and often lead to widespread negative publicity, which may cause customers to lose confidence in the effectiveness
of our data security measures. Any security breach suffered by, or the occurrence of a cyber-threat to, us or our service providers, any
attack against our service availability, any unauthorized, accidental or unlawful access or loss of data, or the perception that any such
event has occurred, has the potential to result in a disruption to our service, litigation, an obligation to notify regulators and affected
individuals, the triggering of indemnification and other contractual obligations, regulatory investigations or inquiries, substantial
government fines and penalties, material reputational damage and loss of customers and ecosystem partners and a material adverse effect
on our business operations and financial conditions. In addition, we may incur significant costs and operational consequences in connection
with investigating, mitigating and remediating security incidents, including complying with any notification or other obligations resulting
from such incidents, as well as implementing prophylactic measures to prevent future actual or perceived security incidents. Our insurance
policies carry retention and coverage limits, which may not be adequate to reimburse us for losses caused by security breaches or other
cybersecurity incidents, and we may not be able to collect fully, if at all, under these insurance policies. The successful assertion
of one or more large legal claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies,
including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business. Furthermore,
we cannot be certain that insurance coverage related to security breaches will continue to be available on acceptable terms or at all,
or that our insurer will not deny coverage as to any future claim. Any of the foregoing could have a material adverse effect on our business,
financial condition and results of operations.
Although we have continued to invest in our due diligence, onboarding and monitoring
capabilities over critical external parties with whom we do business, including our third-party vendors and service providers, our control
over the security posture of, and ability to monitor the cybersecurity practices of, such third parties remains limited, and there can
be no assurance that we can prevent, mitigate or remediate the risk of any compromise or failure in the cybersecurity infrastructure owned
or controlled by such third parties.
To the extent we use or are dependent on any particular third-party data, technology
or software, we may also be harmed if such data, technology or software becomes non-compliant with existing regulations or industry standards,
becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or malfunctions or functions
in a way we did not anticipate. Any loss of the right to use any of this data, technology or software could result in delays in the provisioning
of our products and services until equivalent or replacement data, technology or software is either developed by us, or, if available,
obtained from a third party and integrated into our systems, and there is no guarantee that we would be successful in developing, obtaining
or integrating equivalent or similar data, technology or software, which could result in the loss or limiting of our products, services
or features available in our products or services. Any of the foregoing could have a material adverse effect on our business, financial
condition and results of operations.
For more information about our cybersecurity practices, please see “Item 16K.
Cybersecurity.”
15
Our business is subject to complex and evolving
regulations and oversight related to privacy and data protection.
We are subject to various laws, rules, directives and regulations, as well as contractual
obligations, relating to the collection, storing, sharing, use, disclosure, retention, disposition, security, protection, transfer and
other processing (“Processing”) of personal information and other data, including personally identifiable information of our
customers, their consumers and our employees. The regulatory framework for privacy and data protection worldwide is rapidly evolving and,
as a result, implementation standards and enforcement practices are likely to continue to evolve for the foreseeable future. Legislators
and regulators are increasingly adopting or revising privacy and data protection laws, rules, directives, and regulations that could have
a significant impact on our current and planned privacy and data protection-related practices, our Processing of consumer or employee
information, and our current or planned business activities.
In the United States, the Federal Trade Commission (“FTC”) and many state
attorneys general interpret federal and state consumer protection laws to impose standards for the online Processing of data. Such standards
require us to publish statements that describe how we handle personal data and choices individuals may have about the way we handle their
personal data. If such information that we publish is considered untrue, we may be subject to government claims of unfair or deceptive
trade practices, which could lead to significant liabilities and consequences. In addition, if we fail to take appropriate steps to keep
consumers’ personal data secure, such failure may also constitute unfair acts or practices under the Federal Trade Commission Act.
State consumer protection laws provide similar causes of action for unfair or deceptive practices.
Moreover, various federal and state legislative and regulatory bodies, or self-regulatory
organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding data
privacy and security. For example, the State of California enacted the California Consumer Privacy Act, as amended by the California Privacy
Rights Act, as amended (collectively, the “CCPA”), which created new privacy rights for users residing in the state. The CCPA
broadly defines personal information and gives California residents expanded privacy rights and protections, such as affording them the
right to access and request deletion of their information and the right to opt out of certain sharing and sales of personal information
and provides a new cause of action for certain data breaches that result in the loss of personal information. This private right of action
is expected to increase the likelihood of, and risks associated with, data breach litigation and class actions. The law also prohibits
covered businesses from discriminating against California residents (for example, charging more for services) for exercising any of their
CCPA rights. It also creates a new California data protection agency specifically tasked to enforce the law, which could result in increased
regulatory scrutiny of businesses operating in California in the areas of data protection and security.
The enactment of the CCPA and other state privacy, data protection and cybersecurity
laws, rules and regulations has prompted a wave of similar legislative developments in other states and at the federal level, reflecting
a trend toward more stringent privacy legislation in the United States. There are also ongoing discussions in the U.S. Congress of a new
federal privacy and cybersecurity law to which we may become subject if it is enacted.
In addition, some laws require us to notify governmental authorities and/or affected
individuals of data breaches involving certain personal information or other unauthorized or inadvertent access to or disclosure of such
information. For example, laws in all 50 U.S. states may require businesses to provide notice to consumers whose personal information
has been disclosed as a result of a data breach or due to regulatory requirements. These laws are not consistent, and compliance in the
event of a widespread data breach may be difficult and costly. We also may be contractually required to notify our customers, consumers
or other counterparties of a security breach. Regardless of our contractual protections, any actual or perceived security breach or breach
of our contractual obligations could harm our reputation and brand, expose us to potential liability or require us to expend significant
resources on data security and in responding to any such actual or perceived breach.
We are also subject to other privacy and data protection laws, rules, regulations and
standards, including but not limited to the Children’s Online Privacy Protection Act, the Gramm-Leach-Bliley Act, the Controlling
the Assault of Non-Solicited Pornography and Marketing Act, the Personal Information Protection and Electronic Documents Act, the Telephone
Consumer Protection Act, the Payment Card Industry Data Security Standard, the Canadian Anti-Spam Law, and Section 30a of the Israeli
Telecommunications (Telecommunications and Broadcasts) Law. These laws and any other applicable state, federal, and international privacy
laws, may increase our compliance costs and potential liability.
16
Our operations abroad may also be subject to increased scrutiny or attention from data
protection authorities. The European Union’s (“EU”) General Data Protection Regulation (“GDPR”), which regulates
the gathering, Processing, protection, storage and transfer of personal data, applies directly to the activities of our subsidiaries that
are established in the European Union and indirectly to us and our non-EU subsidiaries to the extent that such entities process personal
data collected from EU data subjects through the offering of goods and services or monitoring of data subjects in the EU. The GDPR, which
became effective in May 2018, created new individual privacy rights and imposed worldwide obligations on companies Processing personal
data of EU users, which has created a greater compliance burden for us and other companies with European users, and subjects violators
to substantial monetary penalties. Fines for noncompliance with the GDPR are significant and can be up to the greater of €20 million
or 4% of annual global turnover. The GDPR requires data controllers to implement stringent operational requirements, including, for example,
transparent and expanded disclosure to data subjects about how their personal data is to be used, limitations on retention of information,
mandatory data breach notification requirements, and higher standards for demonstrating that they have obtained valid consent for certain
data Processing activities, and also to impose significant requirements and responsibilities on data Processing actions carried out by
data processors on their behalf. The GDPR also provides that EU member states may introduce further conditions, including limitations,
and make their own laws and regulations further limiting the Processing of ‘special categories of personal data,’ including
personal data related to health, biometric data used for unique identification purposes and genetic information, which could limit our
ability to collect, use and share EU data, and could cause our compliance costs to increase, ultimately having an adverse impact on our
business, and harm our business and financial condition.
Following the United Kingdom (“U.K.”)’s exit from the European Union,
known as Brexit, the U.K. implemented the U.K. General Data Protection Regulation (“U.K. GDPR”), which imposed substantially
the same obligations as the GDPR. However, the U.K. GDPR will not automatically incorporate changes made to the GDPR going forward (which
would need to be specifically incorporated by the U.K. government), which creates a risk of divergent parallel regimes and related uncertainty.
We also cannot predict how the U.K. GDPR and other U.K. privacy and cybersecurity laws, rules, or regulations may develop, including as
compared to the GDPR, nor can we predict the effects of divergent laws and related guidance. For example, the U.K.’s Data Use and
Access Act of 2025, which makes several modifications to the U.K. GDPR, reived Royal Assent in June 2025, and implementation began in
August 2025. Such modifications cause the U.K.’s data privacy law to deviate from the GDPR and that of the EU, and permit further
deviations in the form of regulatory guidance or secondary legislation. Fines for noncompliance with the U.K. GDPR are significant and
can be up to the greater of GBP 17.5 million or 4% of annual global turnover.
With respect to transfers of personal data from the European Economic Area (“EEA”),
on June 28, 2021, the European Commission issued an adequacy decision in respect of the U.K.’s data protection framework, enabling
data transfers from EU member states to the U.K. to continue without requiring organizations to put in place contractual or other measures
in order to lawfully transfer personal data between the territories. The decision was renewed on December19, 2025 and it is intended to
last until December 27, 2031, however, the European Commission may unilaterally revoke the adequacy decision at any point, and if this
occurs it could lead to additional costs and increase our overall risk exposure. in addition, recent legal developments in Europe have
created complexity and uncertainty regarding data transfers from the EEA to countries outside of the EEA in respect of which the European
Commission or other relevant regulatory body has not issued an adequacy decision. Furthermore, the U.K. similarly restricts transfers
of personal data to countries outside of the U.K. to countries such as the United States that the U.K. government does not consider to
provide an adequate level of personal data protection. While we currently rely on the standard contractual clauses promulgated and recently
substantially revised by the European Commission and the U.K.’s International Data Transfer Agreement (or the U.K.’s approved
international data transfer addendum to the European Union’s standard contractual clauses) for such transfers, on July 10, 2023,
the European Commission adopted an adequacy decision concluding that the United States ensures an adequate level of protection for personal
data transferred from the European Union to United States companies participating in the EU-U.S. Data Privacy Framework (followed on October
12, 2023 with the adoption of an adequacy decision in the U.K. for the U.K.-U.S. Data Bridge). However, the EU-U.S. Data Privacy Framework
(and the U.K.-U.S. Data Bridge) may be in flux as such new adequacy decision has been challenged, and is likely to face additional challenges,
including at the Court of Justice of the European Union.
An additional example of data privacy laws and regulations we may be subject to is the
Israeli Protection of Privacy Law, 5741-1981 (“PPL”), as amended, including Amendment 13 that came into force and the regulations
promulgated thereunder, including the Israeli Protection of Privacy (Data Protection) Regulations, 5777-2017. The PPL and the regulations
promulgated thereunder, as well as guidelines of the Israeli Privacy Protection Authority (the “PPA”), impose obligations
with respect to the manner personal data is processed, maintained, transferred, disclosed, accessed and secured. Failure to comply with
the PPL, its regulations and guidelines issued by the PPA may expose us to administrative fines, civil claims (including class actions)
and in certain cases criminal liability. The PPA may initiate administrative inspection proceedings, from time to time, without suspicion
of any particular breach of the PPL, as it has done in the past with respect to dozens of Israeli companies in various business sectors.
In addition, to the extent that any administrative supervision procedure is initiated by the PPA and reveals certain irregularities with
respect to our compliance with the PPL, in addition to our exposure to administrative fines, civil claims (including class actions) and
in certain cases criminal liability, we may also need to take certain remedial actions to rectify such irregularities, which may increase
our costs. Pending legislation in Israel may result in a change to the current enforcement measures and sanctions.
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We publicly post policies and documentation regarding our practices concerning the Processing
of data. This publication of our privacy policy and other documentation that provide promises and assurances about privacy and security
is required by applicable law and can subject us to proceedings and actions brought by data protection authorities, government entities,
or others (including, potentially, in class action proceedings brought by individuals) if our policies are alleged to be deceptive, unfair,
or misrepresentative of our actual practices.
Although we endeavor to comply with our published policies and documentation, we may
at times fail to do so or be alleged to have failed to do so.
Any breach of privacy or data protection laws or regulations could result in significant
fines, regulatory investigations, reputational damage, orders to cease Processing data or to change our practices, enforcement notices
or assessment notices for a compulsory audit. We could also face civil privacy and data protection claims, including representative or
class action litigation, potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion
of internal resources, and reputational harm. Non-compliance could result in proceedings against us by governmental entities, consumers,
data subjects, or others. We may also experience difficulty retaining or obtaining new consumers in these jurisdictions due to the legal
requirements, compliance costs, potential risk exposure, and uncertainty for these entities, and we may experience significantly increased
liability with respect to these consumers pursuant to the terms set forth in our engagements with them.
Compliance with current or future privacy and data protection laws (including those
regarding security breach notification) affecting consumer and/or employee data to which we are subject could result in higher compliance
and technology costs and could restrict our ability to provide certain products and services (such as products or services that involve
us sharing information with third parties or storing personal or sensitive information), which could materially and adversely affect our
profitability and could reduce income from certain business initiatives. We have incurred, and may continue to incur, significant expenses
to comply with evolving privacy and security standards and protocols imposed by law, regulation, industry standards, shifting consumer
expectations, or contractual obligations. In particular, with laws and regulations such as the GDPR in the EU, the U.K. GDPR in the U.K.,
the PPL in Israel and the CCPA and other laws, rules, regulations and standards in the U.S. imposing new and relatively burdensome obligations,
and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges
in addressing their requirements and making necessary changes to our policies and practices, and we may incur significant costs and expenses
in an effort to do so. There is a risk that the interpretations and measures conducted by us in our efforts to comply with the applicable
privacy and data protection legislation may prove to be insufficient or incorrect. Any failure, real or perceived, by us to comply with
our privacy, data protection, or information security policies, changing consumer expectations, or with any evolving regulatory requirements,
industry standards, or contractual obligations could cause our customers to reduce their use of our products and services, disrupt our
supply chain or third-party vendor or developer partnerships, and materially and adversely affect our business. Privacy and data security
concerns, whether valid or not, may inhibit market adoption of our products and services, particularly in certain industries and jurisdictions.
If we are not able to quickly adjust to changing laws, regulations, and standards related to the internet, our business may be harmed.
Entering new markets with different legal regimes exposes us to a range of regulatory
and privacy risks. Non‑compliance with the privacy laws of such jurisdictions may lead to fines, investigations and unenforceable
contracts. In regions with evolving or fragmented privacy frameworks, there is additional uncertainty as to our ability to adapt to local
requirements which may differ materially from other privacy laws which are the basis of our current practices.
Operational failures, including within data
transfer, could harm our reputation, ability to retain customers and recruit new customers, as well as our business results.
The core of our activity is providing technological services. As a result, and in light
of the continuous, rapid development of the area of activity, as well as expansion of the services required by our customers, we are exposed
to operational risks, including risks to the stable, ongoing operation of our technological systems, data security and the durability
of our servers and data transfer infrastructure. These risks include technical malfunctions, overloads of system servers and cyber-attacks
that could lead to the failure or shutdown of our computer systems and servers. If a technical failure or an attack on our computer infrastructure
occurs and we are unable to restore our systems to proper functioning within a reasonable timeframe, our reputation and business results
may suffer. Additionally, real or perceived software errors, failures, bugs, defects or outages of our systems could materially and adversely
affect our business, results of operations, financial condition and future prospects.
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Our systems rely on software that is highly technical and complex, and we depend on
the ability of such software to store, retrieve, manage and otherwise process immense amounts of data. As a result, undetected errors,
failures, bugs or defects may be present in such software or occur in such software in the future, especially when updates or new products
or services are released, and particularly to the extent such failures are not detected or remedied quickly. Our products and services
are designed to process complex transactions and deliver reports and other information related to those transactions, all at high volumes
and processing speeds. Since customers use our services for important aspects of their businesses, any errors, defects, disruptions in
services or other performance problems with our services could hurt our reputation and damage our customers’ businesses. For example,
if we approve a transaction incorrectly and the acquiring or issuing bank does not transfer the funds for any reason, we are liable to
our customers for the amount of the transaction. Software and system errors, or human error, could delay or inhibit settlement of payments,
result in over settlement, cause reporting errors or prevent us from collecting transaction fees, which could have a material adverse
effect on our business, financial condition and results of operations.
In addition, in order to compete as a significant player in the market for payment processing
and operations solutions for businesses, we must demonstrate technological flexibility and advanced technical capability. We operate in
an industry experiencing rapid technological change and frequent product introductions, including developments in payment card tokenization,
mobile payments, social commerce (i.e., e-commerce through social networks), authentication, virtual currencies, distributed ledger or
blockchain technologies, near field communication and other proximity or contactless payment methods, machine learning and AI.
We may not be able to make technological improvements as quickly as demanded by our
customers, or as provided by our competitors, which could harm our ability to meet market demands and maintain the innovativeness and
uniqueness of the services and products we offer. Developing and adapting to new technologies, together with expansion of our services
and an increase in our customer base, require us to continuously maintain and expand our existing technological capabilities, including
those for data transfer between the points of operation and relevant servers.
Operational failures, including regarding data transfer, could harm our reputation,
business results and our ability to retain customers and recruit new customers. Furthermore, as our business continues to grow, we will
need to invest additional resources to improve our operational infrastructure in order to maintain its performance level under a heavy
operational load. Any failure to do so effectively could harm our business.
Our services must integrate with a variety of
operating systems, software, hardware, web browsers and networks of third-party payments processors, banks and acquirers. If we are unable
to ensure that our services or hardware interoperate in real time with such operating systems, software, hardware, web browsers and networks,
our business may be materially and adversely affected.
We are dependent on the ability of our products and services to integrate with a variety
of operating systems, software, hardware and networks, as well as web browsers that we do not control. Any changes in these systems or
networks that degrade the functionality of our products and services, impose additional costs or requirements on us or give preferential
treatment to competitive services, including their own services, could materially and adversely affect usage of our products and services.
In the event that it is difficult for our customers to access and use our products and services, our business may be materially and adversely
affected. We also rely on bank platforms, acquirers, payment processors, last-mile payment service providers and others, including card
issuers and alternative payment methods, to process some of our transactions. If there are any issues with, or service interruptions in,
these bank platforms, users may be unable to have their transactions completed, which would seriously harm our business.
In addition, our solutions, including hardware and software, interoperate with mobile
networks offered by telecom operators and mobile devices developed by third parties. Changes in these networks or in the design of these
mobile devices may limit the interoperability of our solutions with such networks and devices and require modifications to our solutions.
If we are unable to ensure that our hardware continues to interoperate effectively with such networks and devices, or if doing so is costly,
our business may be materially and adversely affected.
Our business could suffer if we are unable to
obtain, maintain, protect, defend or enforce our intellectual property or other proprietary rights, or if others claim that we have infringed
upon, misappropriated or otherwise violated their intellectual property rights.
Our ability to obtain, maintain, protect, defend and enforce our existing intellectual
property and technological know-how is a matter of great importance. Continuing to lead in the provision of our services to customers
is partially dependent on our ability to protect the intellectual property upon which our products are based, as well as trade secrets.
We seek to protect our intellectual property, whether registered or unregistered, and other proprietary rights by relying on applicable
laws, rules and regulations, as well as contractual restrictions both with our employees in the development of new services and technologies
and when offering or procuring products and services, including through confidentiality agreements with our employees and third parties
with whom we conduct business.
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Nonetheless, the steps we take to obtain, maintain, protect, defend and enforce our
intellectual property and other proprietary rights may be inadequate and, despite our efforts to protect these rights, unauthorized third
parties, including our competitors, may duplicate, mimic, reverse engineer, access, obtain or use the proprietary aspects of our technology,
processes, products or services without our permission. Our competitors and other third parties may also design around or independently
develop similar technology or otherwise duplicate or mimic our services or products such that we would not be able to successfully assert
our intellectual property or other proprietary rights against them. We cannot assure that any future patent, trademark or service mark
registrations will be issued for our pending or future applications or that any of our current or future patents, copyrights, trademarks,
or service marks (whether registered or unregistered) will be valid, enforceable, sufficiently broad in scope, provide adequate protection
of our intellectual property or other proprietary rights, or provide us with any competitive advantage. A failure to suitably protect
our technology could lead to increased competition from our competitors and even a loss of customers. Furthermore, competitors may reverse
engineer our technology and develop similar products and services. We also might not be able to detect unauthorized use of, or take appropriate
and timely steps to enforce, our intellectual property rights and technology. Additionally, our contractual arrangements may be breached
and our contractual arrangements and other steps we have taken to protect our intellectual property may not prevent third parties from
infringing or misappropriating our intellectual property or deter independent development of equivalent or superior intellectual property
rights by others. We cannot guarantee that we have entered into agreements containing obligations of confidentiality with each party that
has or may have had access to proprietary information, know-how or trade secrets owned or held by us. Protecting and/or enforcing our
intellectual property rights and other proprietary rights may be expensive, time-consuming and may require litigation for which outcomes
are inherently uncertain, such that we may not be successful. Also, we may not be able to discover or determine the extent of any unauthorized
use of our intellectual property or other proprietary rights. Defending a claim that a party illegally disclosed or misappropriated a
trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts within and outside
of the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained
or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or
information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other
third party, our competitive position would be materially and adversely harmed.
In addition, third parties have claimed and may from time to time claim that we infringed,
misappropriated or otherwise violated a patent, copyright, trademark or other intellectual property right belonging to them and we may
become subject to intellectual property disputes. Any such infringement claim, even one without merit, could result in the expenditure
of significant financial and managerial resources to defend against the claim. Moreover, a successful claim of intellectual property infringement,
misappropriation, dilution or other violation against us or a settlement is time-consuming and could also require us to pay substantial
amounts (including treble damages and attorneys’ fees if we are found to have willfully infringed intellectual property rights)
or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit our use of the
technology. We may also not be able to obtain a license to use satisfactory alternative technology that would allow us to continue selling
our products and services. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other
third parties access to the same technologies licensed to us. We cannot predict the outcome of lawsuits or other intellectual property
claims or disputes, and cannot ensure that the results of any such issues or actions will not have an adverse effect on our business,
financial condition or results of operations. Any intellectual property litigation to which we might become a party, or for which we are
required to provide indemnification, regardless of the merit of the claim or our defenses, may require us to do one or more of the following:
• cease selling or using solutions or services that incorporate the intellectual property rights that we allegedly infringe, misappropriate, dilute or violate;
• make payment of substantial royalty or license fees, lost profits or other damages;
• make substantial payments for legal fees, settlement payments or other costs or damages;
• discontinue some or all of the features, integrations and capabilities available through our solutions;
• indemnify our products’ users or third-party service providers;
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• obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or
• redesign or rebrand our allegedly infringing solutions to avoid infringement, misappropriation, dilution or violation of third-party intellectual property rights, which could be costly, time-consuming or impossible.
Any of the foregoing could materially and adversely affect our business, prospects,
financial condition and results of operations.
Any settlement or adverse judgment may also require us to restrict or prohibit our use
of our intellectual property, expend significant resources to redesign our technology or products, or indemnify third parties. Furthermore,
even if intellectual property disputes do not result in litigation, the time and resources necessary to resolve them could have a material
adverse effect on our business, financial condition and results of operations. Moreover, there could be public announcements of the results
of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be
negative, it could have a substantial adverse effect on the price of our ordinary shares. We expect that the occurrence of infringement
claims is likely to grow as the market for our products and solutions grows. Accordingly, our exposure to royalties or damages resulting
from infringement claims could increase and this could further exhaust our financial and management resources.
For more information regarding our intellectual property portfolio as of the date of
this annual report, see “Item 4. Information on the Company—B. Business Overview— Intellectual Property.”
If we are unable to protect the confidentiality
of our trade secrets, our business and competitive position could be harmed.
Our success depends in large part on our proprietary information, including certain
processes, models, algorithms and other know-how developed over years of research and development. We rely on trade secrets, especially
in cases where we believe other forms of registered intellectual property protection may not be appropriate or obtainable. However, trade
secrets are difficult to protect. We seek to protect these trade secrets and other proprietary information, in part, by entering into
non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, collaborators, consultants,
advisors and other third parties.
However, we cannot guarantee that we have entered into such agreements with each party
that may have or has had access to our trade secrets or proprietary technology and processes. Further, despite these efforts, no assurance
can be given that these agreements will be effective in controlling access to and distribution of our products and proprietary information
as any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not
be able to obtain adequate remedies for such breaches.
Unauthorized parties may also attempt to copy or reverse engineer certain aspects of
our technologies that we consider proprietary. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how
and we would be unable to prevent them from doing so. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether
the steps we have taken to protect our proprietary information will be effective.
We make use of open-source components in our
proprietary software, and any actual or alleged failure to comply with any licensing terms associated with such components could lead
to costly claims against us by others, possible litigation or force us to re-engineer or disclose our proprietary software.
We use open-source software, including open-source software obtained from AI applications,
in connection with our proprietary software and expect to continue to use such open-source software in the future. Some open-source licenses
require licensors to provide source code to licensees upon request, or prohibit licensors from charging a fee to licensees. While we try
to insulate our proprietary code from the effects of such open-source license provisions, we cannot guarantee these efforts will be successful.
Although we believe that we have complied with our obligations under the various applicable
licenses for open-source software, and we monitor our usage of such software, it is possible that we may not be aware of all instances
where open-source software has been incorporated into our proprietary software or used in connection with our solutions or our corresponding
obligations under open-source licenses. Accordingly, we may face claims from others claiming ownership of, or seeking to enforce the license
terms applicable to, such open-source software, including by demanding release of the open-source software, derivative works or our proprietary
source code that was developed or distributed with such software. These claims could also result in litigation, imposing costs on us for
legal hearings or requiring us to purchase a costly license or require us to devote additional research and development resources to change
our software. In addition, if the license terms for the open-source code change, we may be forced to re-engineer our software or incur
additional costs. We cannot guarantee that we have not incorporated open-source software into our proprietary software in a manner that
may subject our proprietary software to an open-source license that requires disclosure, to customers or the public, of the source code
to such proprietary software. Any such disclosure would have a negative effect on our business and the value of our proprietary software.
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Furthermore, there are an increasing number of open-source software license types, almost
none of which have been interpreted by courts, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses.
As a result, there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or
restrictions on our ability to market or provide our products and services. If we are held to have breached or failed to fully comply
with all the terms and conditions of an open-source software license, we could face infringement claims or other liability, or be required
to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, if at all,
to re-engineer all or a portion of our products, to discontinue or delay the provision of our offerings if re-engineering could not be
accomplished on a timely basis or to make generally available, in source code form, our proprietary code.
In addition to risks related to license requirements, use of open-source software can
lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, controls
on the origin or development of the software or remedies against the licensors. Many of the risks associated with use of open-source software
cannot be eliminated and could have a material adverse effect on our business, financial condition and results of operations. For instance,
open-source software is often developed by different groups of programmers outside of our control that collaborate with each other on
projects. As a result, open-source software may have security vulnerabilities, defects or errors of which we are not aware. Even if we
become aware of any security vulnerabilities, defects or errors, it may take a significant amount of time or resources for either us or
the programmers who developed the open-source software to address such vulnerabilities, defects or errors, which could negatively impact
our products and services, including by adversely affecting the market’s perception of our products and services, impairing the
functionality of our products and services, delaying the launch of new products and services or resulting in the failure of our products
and services, any of which could result in liability to us, our vendors and service providers.
We rely in some cases on licenses to use the
intellectual property rights of third parties which are incorporated into our products, services and offerings.
We rely, and expect to continue to rely, on certain services and intellectual property
that we obtain or license from third parties for use in our operations, products and offerings. We cannot be certain that our suppliers
or licensors are not using or incorporating the intellectual property rights of others or that our suppliers and licensors have sufficient
rights to the third-party technology used in our business in all jurisdictions in which we may operate. Disputes with suppliers, licensors
or third parties over uses or terms could result in the payment of additional royalties or penalties by us, cancellation or non-renewal
of the underlying license or litigation, or changes in our supply chain. In the event that we cannot renew and/or expand existing licenses,
or obtain other necessary licenses on reasonable terms, we may be required to discontinue or limit our use of the operations, products
or offerings that include or incorporate the licensed intellectual property. Any such discontinuation or limitation could have a material
and adverse impact on our business, financial condition and results of operation.
Indemnity provisions in various agreements potentially
expose us to substantial liability for intellectual property infringement and other losses.
Our agreements with our customers, partners and other third parties may include indemnification
or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims
of intellectual property infringement, damages caused by us to property or persons or other liabilities relating to or arising from our
products, solutions or other acts or omissions. The term of these contractual provisions may survive termination or expiration of the
applicable agreement. Large indemnity payments or damage claims from contractual breach could harm our business, financial condition,
revenues, results of operations or cash flows.
Our use of artificial intelligence technology,
internally and in our offerings, may not be successful and may result in operational challenges, legal liability, reputational concerns
and privacy and competitive risks.
We currently use and intend to leverage third parties’ artificial intelligence
(“AI”) applications in several of our internal processes, and the products and services we sell. For example, we currently
utilize a platform that offers API integrations with Large Language Models like Open AI’s ChatGPT and Anthropic’s Claude.
These models are being trained on a replica of the Company’s database. The trained models are used as both internal and customer-facing
tools, enabling users to query the database using natural language. As this technology is becoming more prevalent, we expect to expand
our use of AI in various areas of our business. Our use of AI may result in operational challenges, legal liability, reputational concerns,
and privacy and competitive risks, which could result in adverse effects on our financial condition, results of operations, or reputation.
For example, the models underlying our AI-powered solutions may be incorrectly or inadequately designed or implemented. They may also
be trained on, or otherwise use, biased, incomplete, inaccurate, misleading, or poor-quality data or algorithms, any of which may not
be easily detectable. Further, the use of generative AI processes at scale is relatively new and may lead to challenges, concerns and
risks that are significant or that we may not be able to predict, especially if our use of such technologies in the development or delivery
of our products or services becomes more important to our operations over time. Generative AI has been known to, and may continue to,
create biased, incomplete, inaccurate, misleading, or poor-quality output or produce other discriminatory or unexpected results, errors,
or inadequacies, any of which may not be easily detectable. Accordingly, our use of AI-powered solutions may inadvertently reduce our
effectiveness and efficiency or generate unintentional or unexpected outputs (including any AI-generated content, analyses, or recommendations)
that are, or are perceived to be, biased, incomplete, inaccurate, misleading, poor-quality, unethical, or otherwise deficient or flawed,
do not match our business goals, standards, or values, do not comply with our policies or procedures, harm our brand and reputation, negatively
impact consumers or otherwise interfere with the performance of our business. Further, our competitors or other third parties may incorporate
AI into their business or operations more quickly or more successfully than us, which could impair our ability to compete effectively.
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We may not have adequate rights to use the data on which our AI-powered solutions rely.
To the extent that we do not have sufficient rights to use the data used in, or produced by, the AI-powered solutions employed in our
business and operations, we may be subject to litigation by the owners of the content or other materials that comprise such data. Further,
any content or other output created by us using AI-powered solutions may not be subject to copyright protection, which may adversely affect
our ability to commercialize or use, or the validity or enforceability of any intellectual property rights in, such content or other output.
In addition, AI technology may present new vulnerabilities of our business to cyber threats, as they serve additional means and methods
to facilitate attacks by bad actors, that can easily access generative AI to create such threats. The use of AI by other companies has
resulted in, and our use of AI may in the future result in, cyber-attacks, cybersecurity breaches, service outages or other similar incidents,
including those that implicate the confidential and personal information of users of AI-powered solutions. If any of our employees, contractors,
third-party providers or other third parties with whom we partner input confidential or personal information while using any third-party
AI-powered solution in connection with our business or the products, solutions and services they provide to us, such practice may lead
to the inadvertent disclosure of such confidential or personal information, which may impact our ability to realize the benefit of, or
adequately obtain, maintain, protect, defend, and enforce our intellectual property in, such information or otherwise harm our competitive
position, reputation or business. Any of the foregoing could adversely affect our reputation and expose us to legal liability or regulatory
risks, including with respect to third-party intellectual property or privacy, publicity, contractual or other rights.
Regulation of AI is rapidly evolving worldwide as legislatures and regulators are increasingly
focusing on these emerging technologies. For example, the European Union’s Artificial Intelligence Act (the “AI Act”),
which entered into force on August 1, 2024, establishes, among other things, a risk-based governance framework for regulating AI systems
operating in the EU. This framework categorizes AI systems, based on the risks associated with such AI systems’ intended purposes.
The AI Act prohibits certain uses of AI systems and places numerous obligations on providers and deployers of permitted AI systems, with
heightened requirements based on AI systems that are considered high risk. New provisions of the EU AI Act took effect in August 2025
that may impact disclosure and risk management practices by us and third-party providers with whom we have commercial relationships. There
is a risk that our current or future AI-powered solutions may obligate us to comply with the applicable requirements of the AI Act, which
may impose additional costs on us, increase our risk of liability and fines or otherwise adversely affect our business, results of operations,
financial condition and future prospects.
Further, in the EU and the U.K., we are subject to the GDPR and the U.K. GDPR, respectively,
which regulate our use of personal data for automated decision-making that results in a legal or similarly significant effect on an individual,
and provides rights to individuals in respect of that automated decision-making. Recent case law from the Court of Justice of the European
Union has taken an expansive view of the scope of the GDPR’s requirements around automated decision-making and introduced uncertainty
in the interpretation of these rules. The legal obligations in this area may affect our use of AI (such as our use of generative AI in
customer support) and our ability to provide, improve or commercialize our solutions, products and services may require additional compliance
measures and changes to our operations and processes, and result in increased compliance costs and potential increases in civil claims
against us, any of which could adversely affect our business, results of operations, financial condition and future prospects.
It is possible that new laws and regulations will be adopted in the United States and
other jurisdictions, or that existing laws and regulations may be interpreted in ways that could affect our use and provision of AI in
our products, services, business and operations generally. We may not be able to adequately anticipate or respond to these evolving laws
and regulations, and we may need to expend additional resources to adjust our products, solutions and services in certain jurisdictions
if applicable legal frameworks are inconsistent across jurisdictions. The cost to comply with such laws or regulations could be significant
and may increase our operating expenses, and we could incur liability resulting from the violation of applicable laws and regulations
as well as contracts to which we are a party or civil claims.
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Further, public and regulatory focus on ethical use and privacy and cybersecurity concerns
regarding AI could lead to reputational damage if we fail, or are perceived to fail, to align with societal expectations or regulatory
standards relating to the use of AI. Such scrutiny may result in financial or other penalties and may also erode customer trust, which
is crucial for our brand and long-term success. Although we have taken, and continue to take, steps designed to mitigate the risks associated
with the use of AI in our business and operations, including, among other things, engaging with regulatory bodies, investing in compliance
infrastructure, requiring human involvement in the training and monitoring of our AI-powered solutions, aligning our AI development policies
and procedures with guidelines for secure development practices, and fostering transparent and ethical use of AI in our products, solutions
and services, our use of AI may present ethical, reputational, technical, operational, legal, competitive and regulatory risks, any of
which could adversely affect our business, financial condition and results of operations. Furthermore, the technologies underlying AI
are complex and rapidly developing and, as a result, it is not possible to predict all of such risks related to our current or future
use of AI. We expect our use of AI will require additional resources, including the incurrence of additional costs, to develop and maintain
our products and services to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and
regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal,
competitive or regulatory issues which may arise as a result of any of the foregoing.
Risks Related to Legal and Regulatory Matters
We are subject to substantial governmental and
commercial regulations across our areas of activity. Any failure to comply with applicable regulations or standards may lead to significant
regulatory consequences and could have an adverse effect on our business, financial condition or results of operations.
Our activity, particularly our payment processing offerings are subject to substantial
governmental regulations, which vary according to our different areas of activity. Our operations are also subject to commercial standards.
See “Item 4. Information on the Company—B. Business Overview—Regulation.”
For example, we provide services in more than 120 countries but only hold licenses,
registrations or other authorizations in a subset of these countries. We exercise our judgment as to whether our activities are subject
to licensing requirements or otherwise regulated in the countries in which we operate, and it is possible that regulators or other governmental
or judicial bodies in such countries may disagree with our determination as to whether we require a license, registration or other authorization
or as to the sufficiency of the scope of our licenses, registrations or other authorizations to cover our business activities. Financial
regulators across jurisdictions are increasingly focused on regulation of the payments industry, including with respect to the activities
of non-bank payment processors and intermediaries, and we may receive enquiries from regulators or third parties such as customers or
partners as to our licensing position in particular jurisdictions which may require us to engage with regulators or third parties on this
subject, and require investment of financial and managerial resources or amendments to our operations. In addition, tax administrations
in various jurisdictions in which we operate have increasingly sought to enhance their data collection and tax compliance related to payment
processing transactions by requiring electronic fiscal reporting by payment processing providers, which is referred to as fiscalization.
For example, regulators in Brazil and Romania have imposed fiscalization requirements that require us to provide almost instantaneous
reporting to tax administrations of certain of our payment processing activities. Due to the lack of uniformity in fiscalization requirements
from jurisdiction to jurisdiction, fiscalization adds complexity and associated risk to our regulatory compliance efforts. In addition,
we have a principle license with the ability to issue Mastercard in Europe, the U.K. and Israel. Our licenses impose on us a variety of
regulatory requirements in different jurisdictions, including ongoing compliance requirements, and expose us to risks applicable to credit
card issuers such as fraud. To the extent that we do not comply, or have not in the past complied, with applicable licensing or other
regulations and requirements, we could face regulatory enforcement action, including fines, penalties, suspension or revocations of licenses,
registrations or other authorizations, limitations on our products and services and other regulatory consequences, loss of business or
reputational damage which may be significant and could have an adverse effect on our business, financial condition or results of operations.
Further, the inability to obtain new licenses or other authorization in new jurisdictions into which we plan to expand our operations,
or the loss of any license or other authorization in jurisdictions in which we presently operate, could have an adverse effect on our
business, prospects, financial condition or results of operations. As we continue to expand our products offerings and our geographical
footprint, we may be exposed to regulations that are applicable to financial services related to the utilization of digital assets.
24
We are also subject to other forms of regulatory oversight, including oversight from
an antitrust and competition perspective related to mergers and acquisitions and other business activities. During 2023, the ICA requested
from us certain documents and other information related mainly to our acquisition of OTI. We cooperated fully and transparently with the
ICA throughout its investigative process, and, on February 3, 2025, we entered into the Consent Decree with the ICA to settle allegations
of anticompetitive practices and failing to obtain necessary ICA consent in connection with the acquisition. Pursuant to the Consent Decree,
we and Yair Nechmad, our CEO and Chairman, agreed to pay a sum of NIS 2,500,000 (approximately $701,000) and NIS 240,000 (approximately
$67,300), respectively, to the Israeli State Treasury, and we agreed to provide up to 6,500 OTI POS kits, comprised of the Telebox hardware
units paired with Uno 8/Uno Plus card readers, over a period of five years, to third parties who may sell, distribute, and market the
OTI POS kits under their own brands in the Israeli market. The Consent Decree was approved by the Israeli Competition Court on June 4,
2025. While we do not believe the terms of the settlement will have a significant adverse effect on our business, financial condition
or results of operations, it is possible that the ICA, or other antitrust and competition regulators in countries where we operate, will
initiate other unrelated regulatory enforcement actions in the future, which could require the expenditure of significant financial and
managerial resources to defend against and could lead to fines, penalties, limitations on our products and services and other regulatory
consequences, which may be significant and could have an adverse effect on our business, financial condition or results of operations.
In addition, changes in governmental or commercial regulations affecting our different
areas of activity require us to adapt our products in order to meet different requirements, including through the investment of financial
and managerial resources. Changes in the regulations or commercial standards applicable to our activity could substantially impact our
financial position and results.
Similarly, in certain countries, we rely on agreements with payment processing providers
that are licensed, registered or otherwise authorized to operate under applicable laws in order to be able to provide payment processing
services to our customers. There may be changes to regulations or provisions of law applicable to our engagements with these payment processing
entities that change the characteristics of, force us to engage with other payment processing entities or bring an end to these engagements
altogether, which could materially and adversely affect our business status, financial condition, and operating results. See “—Risks
Related to our Business and Industry—We rely on processing service providers, credit card networks, banks and other entities in
the payment transfer system to process payments, and if they fail or no longer agree to provide their services or we fail to comply with
our obligations under those relationships, our customer relationships could be adversely affected, and we could lose business.”
Additionally, we are licensed as an Electronic Money Institution (“EMI”)
in the EU in Lithuania. This authorization imposes significant ongoing compliance obligations and costs on us. In particular, EMIs are
subject to detailed rules on how electronic money is issued to customers, how customer funds must be safeguarded and how electronic money
may be redeemed. We are required to ensure funds received from customers for electronic money are either held in a segregated account
with an authorized credit institution, invested in secure, liquid assets or covered by an insurance policy or comparable guarantee. We
are also required to satisfy regulatory capital requirements. Specifically, EMIs must at all times hold initial capital of at least EUR
350,000. There is also an ongoing capital requirement which is calculated as a percentage of the average outstanding amount of issued
electronic money. Capital is required to be held as a buffer, absorbing both unexpected losses that arise while the business is a going
concern as well as the first losses if it is wound up. In addition to safeguarding of customers’ funds and regulatory capital requirements,
EMIs must maintain detailed internal compliance policies and procedures that address, among other things, customer complaints handling,
anti-money laundering and financial crime controls, customer due diligence, transaction monitoring, anti-bribery and corruption and compliance
with applicable sanctions. EMIs are also required to regularly submit returns to regulatory authorities and make period and event-driven
notifications. Senior managers and other key personnel within the EMI are also required to be approved by the relevant regulator to meet
specific standards of competence, integrity and reliability, and must continue to meet the applicable regulatory standards in this regard
or risk not being approved or having their approval withdrawn. EMIs are also subject to prescriptive disclosure, conduct of business,
safeguarding and additional capital requirements when they provide payment services unrelated to the issue of electronic money, which
we must also comply with given the nature of our business. These are in addition to the general legal obligations that apply to the group
by virtue of conducting business in the EU and U.K., such as compliance with relevant data protection laws (e.g., the GDPR and U.K. GDPR).
On June 26, 2023, we received our U.K. EMI License from the FCA, which became effective in January 2024. This license imposes substantially
similar ongoing regulatory requirements on the relevant U.K. subsidiary that holds the license. In Israel, we received a license to provide
financial asset services as well as a license to provide credit from the Capital Market, Insurance and Savings Authority in Israel (the
“CMISA”) pursuant to the Supervision Law, and an extended license to provide financial asset services and a basic license
to provide credit services in accordance with the Supervision Law. The Supervision Law sets forth a comprehensive regulatory framework
for the provision of certain financial services and credit in Israel, and provides limitations on managing businesses engaged in such
activities. In August 2025, we submitted an application to the Israel Securities Authority (the “ISA”) for a Payment Service
Provider license, as required under the Regulation of Payment and Payment Initiation Services Law, 2023 (“RPSL”), which on
June 6, 2024 became the regulatory framework for the supervision and licensing of non-banking payment services providers in Israel. For
a description of these and additional regulatory requirements applicable to us, see “Business—Regulation—Payment Processing
Regulation.” These and other ongoing compliance requirements may have a material impact on our financial condition and the allocation
of human resources within the Company.
25
Failure to comply with anti-bribery, anti-corruption,
anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences.
We are subject to anti-corruption, anti-bribery, anti-money laundering and other similar
laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery
Act 2010, (the “Bribery Act”), Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 5737-1977, the Israeli Prohibition on Money
Laundering Law, 5760-2000, the Republic of Lithuania’s Law on Prevention of Terrorism Financing and Money Laundering, the U.S. Bank
Secrecy Act of 1970, as amended by the USA PATRIOT Act and the Anti-Money Laundering Act of 2020, the U.K. Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended by the Money Laundering and Terrorist Financing
(Amendment) Regulations 2019, the Terrorism Act 2000, the Counter-Terrorism Act 2008 and other anti-corruption, anti-bribery, and anti-money
laundering laws in countries in which we, or third parties acting on our behalf, conduct activities. Anti-corruption and anti-bribery
laws generally prohibit companies and their officers, directors, employees and business partners, including agents and other third parties
acting on the company’s behalf, from promising, authorizing, making, offering, or providing anything of value to a “foreign
official” for the purposes of influencing official decisions or obtaining or retaining business, or otherwise obtaining favorable
treatment. The FCPA further requires us to keep and maintain books and records that accurately reflect transactions and dispositions of
assets and to maintain a system of internal accounting controls. The Bribery Act also prohibits “commercial” bribery not involving
government officials, the receipt of bribes, and requires companies to implement adequate procedures to prevent bribery.
We currently do business with government entities around the world and these interactions
expose us to potential risks under anti-corruption and anti-bribery laws. As we increase our international sales and business, our risks
under these laws may increase. In addition, we use third parties to sell access to our products and services abroad. These third-party
intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated
entities, and we can be held liable for the corrupt or other illegal activities of such third-party intermediaries, and our employees,
representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.
Pursuant to relevant anti-money laundering laws in the jurisdictions in which we operate
or pursuant to our agreements with payment processing providers, we engage in standard “know-your-customer” diligence prior
to initiating payments to new customers, which includes screening customers against applicable sanction lists, and we partner with third-party
service providers to assist with this diligence exercise. Such anti-money laundering laws also require ongoing monitoring of transaction
flows through our platform. If we or our service providers decide to terminate our agreement, we would need to find new providers to provide
similar services. If we are unable to find alternate providers or if we are unable to sign new agreements or maintain our current relationships,
our internal controls and compliance systems may be harmed, which may harm our business and results of operations.
In addition to diligence prior to initiating a customer relationship, we are required
by applicable anti-money laundering laws or our agreements with payment processing providers to carry out ongoing monitoring of our customer
relationships and customer transactions, assess money laundering risks posed to our business by individual customers and apply enhanced
due diligence measures as appropriate and to report suspicions of money laundering both internally and to external authorities. Failure
to comply with our obligations under applicable anti-money laundering laws could result in our licenses, registrations and authorizations
being suspended or revoked, financial sanctions, reputational damage and criminal penalties.
26
We cannot provide assurance that our internal controls and compliance systems will always
prevent acts committed by employees, agents, or business partners of ours, or of businesses we acquire or partner with, that would violate
U.S. and/or non-U.S. laws, including the money-laundering laws governing payments to government officials, bribery, fraud, kickbacks and
other related laws. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement
actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage,
and other consequences. Any investigations, actions or sanctions could harm our business, results of operations, reputation and financial
condition.
Failure to comply with global economic and trade
sanctions laws and regulations may expose us to reputational harm as well as significant penalties.
Our global operations expose us to risks under economic and trade sanctions laws and
regulations. Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, such as those
administered and/or enforced, inter alia, by the Israel Ministry of Finance or Ministry of
Defense, as well as by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the
U.S. Department of Commerce, the European Union, the United Nations Security Council, and other relevant government authorities. These
laws and regulations generally prohibit the sale of products or provision of services to countries, governments, and persons targeted
by sanctions. A failure to comply with these laws and regulations may expose us to reputational harm as well as significant penalties,
including investigations, arrangements, fines, prosecution, enforcement actions, criminal and civil punishment etc. Despite our compliance
efforts and activities, we cannot assure compliance by our customers, employees, or anyone acting on our behalf, and therefore such liability
may be imposed on us. Any such non-compliance or violation may significantly harm our business, reputation, and financial condition.
We may be subject to legal proceedings in the
ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have an adverse effect on our business.
We are subject to various litigation matters from time to time, the outcomes of which
could harm our business. Claims arising out of actual or alleged violations of law or contractual obligations could be asserted against
us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings
or by other entities. These claims could be asserted under a variety of laws, including but not limited to, intellectual property laws,
privacy and data protection laws, labor and employment laws, securities laws and employee benefit laws. These actions could expose us
to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties,
including but not limited to, suspension or revocation of licenses to conduct business. Furthermore, defending ourselves against these
claims may require us to expend substantial financial resources and divert management’s attention, which could adversely impact
our business, results of operations and financial condition. See “Item 4. Information on the Company—B. Business Overview—Legal
Proceedings.”
Risks Related to our Ordinary Shares
We are controlled by our founding shareholders,
who may make decisions with which other shareholders may disagree.
As of December 31, 2025, our founding and controlling shareholders Amir Nechmad, Yair
Nechmad and David Ben-Avi beneficially owned approximately 58.34% of our outstanding ordinary shares. They have also entered into a shareholders’
agreement regarding nomination rights to our board of directors, voting their shares at a general meeting of shareholders and other matters.
See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Shareholders’ Agreement”
for more information. The interests of our founders may differ from your interests. These shareholders will be able to exert significant
influence over us and, if acting together, will be able to control matters requiring shareholder approval, including the election of directors,
amendments to our articles of association and approval of significant corporate transactions, including a merger and the issuance of equity
interests in certain circumstances. In addition, this concentration of ownership may delay, prevent or deter a change in control, or deprive
you of a possible premium for your ordinary shares as part of a sale of our Company. Our founders could also sell their stake and transfer
control to another party without your consent.
27
The market price of our ordinary shares is subject
to fluctuation, which could result in substantial losses for our investors.
The stock market in general, and the market price of our ordinary shares in particular,
is subject to fluctuation, and changes in our share price may be unrelated to our operating performance. The market price of our ordinary
shares on Nasdaq and the TASE has fluctuated in the past, and we expect it will continue to do so. The market price of our ordinary shares
is and will be subject to a number of factors, including:
• actual or anticipated changes or fluctuations in our and our competitors’ results of operations;
• the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with, such guidance;
• announcements by us or our competitors of new offerings or new or terminated contracts, commercial relationships or capital commitments;
• industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the U.S. Securities and Exchange Commission (the “SEC”);
• rumors and market speculation involving us or other companies in our industry;
• future sales or expected future sales of our ordinary shares;
• investor perceptions of us and the industries in which we operate;
• price and volume fluctuations in the overall stock market from time to time;
• our shares generally trade at low volumes, which may increase the volatility of our share price;
• changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
• failure of industry or financial analysts to maintain coverage of us, the issuance of new or updated reports or recommendations by any analysts who follow our company, or our failure to meet the expectations of investors;
• actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
• litigation involving us, other companies in our industry or both, or investigations or sanctions by regulators regarding our operations or those of our competitors;
• developments or disputes concerning our intellectual property or other proprietary rights or our solutions, or third-party intellectual or other proprietary rights;
• announced or completed acquisitions of businesses or technologies, or other strategic transactions by us or our competitors;
• actual or perceived breaches of, or failures relating to, privacy, data protection or data security;
• new laws or regulations, including new interpretations of existing laws or regulations applicable to our business, increased enforcement efforts in our industry, or specific enforcement actions against us;
• actual or anticipated changes in our management or our board of directors;
• general economic conditions and slow or negative growth of our target markets; and
• other events or factors, including those resulting from regional and global conflicts such as the current conflict in Ukraine and the ongoing instable security situation in Israel, incidents of terrorism or responses to these events.
Furthermore, the stock market has experienced extreme volatility that in some cases
has been unrelated or disproportionate to the operating performance of particular companies. These and other factors may cause the market
price and demand for our ordinary shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares
and may otherwise negatively affect the liquidity of our ordinary shares. In addition, in the past, when the market price of a company’s
shares has been volatile, holders of those shares have sometimes instituted securities class action litigation against the company that
issued the shares. If any of our shareholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit.
Such a lawsuit could also divert the time and attention of our management from our business.
28
We have experienced, and expect to continue
to experience, quarterly fluctuations in our results of operations.
Our results of operations have fluctuated from quarter to quarter in the past and may
continue to vary significantly in the future so that period-to-period comparisons of our results of operations may not be meaningful.
Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and may be
difficult to predict. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance.
Factors that may cause fluctuations in our quarterly financial results include, but are not limited to:
• the level of demand for our integrated POS devices;
• our ability to grow or maintain our retention rates, expand usage within our customer base, and sell our solutions to existing and future customers;
• geopolitical uncertainty, including as a result of the current conflict in Ukraine, the ongoing instable security situation in Israel, tensions between U.S. and China, and uncertainty as to regional economic conditions;
• costs and timing of expenses related to hiring additional personnel, technologies or intellectual property, including potentially significant amortization costs and possible write-downs;
• the impact of market volatility and economic downturns caused by natural disasters and health epidemics, such as the COVID-19 pandemic;
• supply chain constraints and increases in component prices;
• the timing and success of new features, integrations, capabilities and enhancements by us to our platform or by our competitors to their products or any other change in the competitive landscape of our market;
• errors in our forecasting of the demand for our products, which could lead to lower revenue, increased costs or both;
• the amount and timing of operating expenses and capital expenditures that we may incur to maintain and expand our business and operations and to remain competitive;
• security breaches, technical difficulties, disruptions or outages on our platform resulting in service level agreement credits;
• changes in the legislative or regulatory environment;
• legal and regulatory compliance costs in new and existing markets;
• pricing pressure as a result of competition or otherwise; and
• fluctuations in foreign currency exchange rates.
You may be diluted by the future public issuance
of additional ordinary shares or by grants of options or RSUs in connection with our equity incentive plans, acquisitions or otherwise.
As of December 31, 2025, we had registered share capital of 70,000,000 ordinary shares
with 37,301,367 ordinary shares outstanding. We may choose in the future to adopt new equity based compensation plans for our officers,
directors and employees or may choose to raise substantial equity capital from investors for a variety of reasons, including for the acquisition
of new businesses, to invest in new products and technologies or to meet other working capital or corporate requirements. For example,
in March 2024, we completed an underwritten public offering that included our issuance and sale of 2,600,000 ordinary shares. Consideration
for the April 2024 acquisition of VMT included an earn-out in the amount of up to approximately $5.3 million payable primarily in our
ordinary shares and consideration for the April 2024 acquisition of Roseman Engineering included 19,722 of our ordinary shares. On March
10, 2025, we completed an offering of, among others, 1,458,873 Series 1 Warrants, and on December 10, 2025 we completed an additional
offering, by way of expansion, of 1,555,143 Series 1 Warrants. Each Series 1 Warrant is exercisable into one Ordinary Share of the Company,
at an exercise price of NIS 177.80 (paid in cash), which is subject to adjustments to changes in the NIS-to-USD exchange rate, and will
expire on March 31, 2027. Any future issuance of any additional ordinary shares or securities that are exercisable for or convertible
into our ordinary shares will have a dilutive effect on our shareholders by reducing the percentage ownership of our then-existing shareholders,
and these new securities may have rights, preferences or privileges senior to those of our existing securities. In addition, as of December
31, 2025, options to purchase 1,463,215 million of our ordinary shares were outstanding as well as 498,172 RSUs. See “Item 6. Directors,
Senior Management and Employees—B. Compensation—Share Option Plans.” Any additional options or RSUs that we grant under
our equity incentive plans would dilute the percentage ownership held by current shareholders.
29
If our existing shareholders sell ordinary shares,
the market price of our ordinary shares could decline.
The sale of substantial amounts of our ordinary shares in the public market, or the
perception that such sales could occur, could harm the prevailing market price of our ordinary shares on Nasdaq or the TASE. These sales,
or the perception that these sales could occur, also might make it more difficult for us to sell equity securities in the future at a
time and at a price that we deem appropriate. All of our outstanding shares are freely tradable without restriction or further registration
under the Securities Act of 1933, as amended (the “Securities Act”), except that any shares held by our affiliates may be
sold only in transactions registered under the Securities Act or in compliance with Rule 144 or another applicable exemption under the
Securities Act.
In March 2024, we completed an underwritten public offering that included, in part,
the offer and sale of a total of 1,000,000 ordinary shares held by Yair Nechmad, our Chief Executive Officer and Chairman of our board
of directors, David Ben-Avi, our Chief Technology Officer and a member of our board of directors, and Amir Nechmad, a former member of
our board of directors. Such selling shareholders have made from time to time additional sales of shares and may continue to do so in
the future, and they will receive the proceeds from such sales. We have also filed a registration statement on Form S-8 under the Securities
Act to register our ordinary shares or securities convertible into or exchangeable for our ordinary shares issued pursuant to our equity
incentive plans. The ordinary shares registered under the Form S-8, or any registration statements on Form S-8 that we file in the future,
will be available for sale in the open market subject to vesting arrangements and exercise of options and, in the case of our affiliates,
subject to compliance with applicable requirements of Rule 144 or another applicable exemption under the Securities Act.
As any applicable restrictions on resale end, the market price of our ordinary shares
could drop significantly if our affiliates sell their shares or are perceived by the market as intending to sell them. These factors could
also make it more difficult for us to raise additional funds through future offerings of our ordinary shares or other securities.
We do not anticipate paying dividends on our
ordinary shares in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation
in the price of our ordinary shares.
We have never declared or paid any cash dividends on our ordinary shares and do not
anticipate paying any cash dividends on our ordinary shares in the foreseeable future. We anticipate that we will retain all of our available
funds and any future earnings for use in the operation and expansion of our business and the repayment of outstanding debt. Any future
determination as to the payment of cash dividends will be at the discretion of our board of directors and will depend on, among other
things, our business prospects, financial condition, results of operations, current and anticipated cash needs and availability, industry
trends and other factors that our board of directors may consider to be relevant. In addition, Israeli law imposes restrictions on our
ability to declare and pay dividends. Our ability to pay cash dividends on our ordinary shares in the future may also be limited by the
terms of any preferred securities we may issue or financial and other covenants in any instruments or agreements governing any additional
indebtedness we may incur in the future. Consequently, investors who purchase ordinary shares may be unable to realize a return on their
investment except by selling such shares after price appreciation, which may never occur. Our inability or decision not to pay dividends,
particularly when others in our industry have elected to do so, could also adversely affect the market price of our ordinary shares.
Our ordinary shares trade on different markets
and this may result in price variations.
Our ordinary shares have traded on the TASE since May 2021 and on Nasdaq since September
2022. Trading in our ordinary shares on these markets is conducted in different currencies (NIS on the TASE and U.S. dollars on Nasdaq)
and takes place at different times (resulting from different time zones and different public holidays in Israel and the United States).
The trading prices of our ordinary shares on these two markets may differ due to these and other factors. Any decrease in the price of
our ordinary shares on one of these markets could cause a decrease in the trading price of our ordinary shares on the other market. In
addition, market conditions in either market may affect the price of our ordinary shares on the other. Investors could seek to sell or
buy our ordinary shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any
arbitrage activity could create unexpected volatility in the trading price of our ordinary shares.
30
Our management has devoted, and continues to
devote, substantial time to new compliance initiatives as well as to compliance with ongoing U.S. and Israeli reporting requirements.
As a public company in the United States, we have incurred and will continue to incur
additional significant accounting, legal and other expenses that we were not subject to before the listing of our ordinary shares on Nasdaq
in September 2022, including costs associated with complying with the requirements under Section 404 and other provisions of the U.S.
Sarbanes-Oxley Act of 2022 (the “Sarbanes-Oxley Act”). We expect these rules and regulations to increase our legal and financial
compliance costs and to make some activities more time consuming and costly. The implementation and testing of new compliance processes
and systems may require us to hire outside consultants and incur other significant costs. In addition, any future changes in the laws
and regulations affecting public companies in the United States and Israel, including Section 404 and other provisions of the Sarbanes-Oxley
Act, the rules and regulations adopted by the SEC and Nasdaq, such as new Section 16 reporting obligations for our directors and officers,
as well as applicable Israeli reporting requirements, could result in increased costs to us as we respond to such changes.
If we fail to maintain an effective system of
disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or
comply with applicable regulations could be impaired.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls
and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with
the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information
required to be disclosed in reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is accumulated
and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial
reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial
reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs
and significant management oversight, as well as outside consultants. If any of these controls and systems do not perform as expected,
we may experience material weaknesses in our controls.
In addition to our results determined in accordance with IFRS, we believe certain non-IFRS
financial measures and key operating and financial metrics may be useful in evaluating our operating performance. We present certain non-IFRS
financial measures and key operating and financial metrics in this annual report and intend to continue to present certain non-IFRS financial
measures and key operating and financial metrics in future filings with the SEC and other public statements. Any failure to accurately
report and present our non-IFRS financial measures and key operating and financial metrics could cause investors to lose confidence in
our reported financial and other information, which would likely have a negative effect on the trading price of our ordinary shares.
Our current controls and any new controls that we develop may become inadequate because
of changes in conditions in our business, as a result of our growth and expansion, changes to or additions of new products or otherwise.
Further, material weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future.
Any failure to develop or maintain effective controls could cause us to fail to meet our reporting obligations and may result in a restatement
of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial
reporting also could adversely affect the results of periodic management evaluations that we are required to include in our annual reports
that we file with the SEC as well as annual independent registered public accounting firm attestation reports regarding the effectiveness
of our internal control over financial reporting that we are required to include in our annual reports. Ineffective disclosure controls
and procedures and internal control over financial reporting could cause investors to lose confidence in our reported financial and other
information and we could become subject to investigations by the SEC or other regulatory authorities, which could have a material negative
effect on the trading price of our ordinary shares. In addition, if we are unable to continue to meet these requirements, our ordinary
shares may not be able to remain listed on Nasdaq.
We are required to furnish a report by management on, among other things, the effectiveness
of our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act in our annual reports. This assessment
must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The
rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex
and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management’s
attention from other matters that are important to our business. Despite our efforts, there is a risk that we will not be able to conclude
that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses,
it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.
Additionally, since we are no longer an “emerging growth company,” our independent registered public accounting firm is required
to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley
Act and our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the
level at which our internal control over financial reporting is documented, designed or operating.
31
Any failure to maintain effective disclosure controls and internal control over financial
reporting could adversely affect our business, financial condition and results of operations and could cause a decline in the price of
our ordinary shares.
As a foreign private issuer, we are permitted
to follow certain home country corporate governance practices instead of applicable SEC and Nasdaq requirements, which may result in less
protection than is afforded to investors under rules applicable to domestic issuers.
As a foreign private issuer, we are permitted to follow certain home country corporate
governance practices instead of those otherwise required by Nasdaq for domestic issuers. For instance, instead of Nasdaq rules applicable
to domestic issuers, we follow home country practices in Israel with respect to nominating directors to our board of directors and quorum
requirements for general meetings of shareholders. In addition, we follow our home country law, instead of Nasdaq rules applicable to
domestic issuers, which would require that we obtain shareholder approval for certain dilutive events, such as an issuance that will result
in a change of control of our Company, certain transactions other than a public offering involving issuances of a 20% or more interest
in our Company and certain acquisitions of the stock or assets of another company. Following our home country corporate governance practices
as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq may provide less protection than is afforded
to investors under Nasdaq rules applicable to domestic issuers. See “Item 16G. Corporate Governance” for further information.
In addition, as a foreign private issuer, we are exempt from the rules and regulations
under the Exchange Act related to the furnishing and content of proxy statements and the requirements of Regulation FD. In addition, we
are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently
or as promptly as domestic companies whose securities are registered under the Exchange Act.
On June 4, 2025, the SEC published a concept release soliciting public comments on potential
changes to the definition of a foreign private issuer. This release is the first review of the foreign private issuer framework since
2008, and the SEC is considering revisions that could significantly impact which foreign companies qualify for the more-relaxed U.S. reporting
requirements available to foreign private issuers. Commencing on March 18, 2026, the disclosure requirements of Section 16(a) of the Exchange
Act will be extended also to foreign private issuers, and as a result our directors and executive officers will be required to publicly
disclose their equity holding and transactions involving our securities with the SEC. If we lose our status as a foreign private issuer
due to new requirements adopted by the SEC or because we no longer meet the current definition, we would be required to file periodic
reports and registration statements on more detailed U.S. domestic forms, comply with SEC requirements and Nasdaq corporate governance
rules from which we are currently exempt, which could adversely affect us by increasing our legal and financial compliance costs and making
some activities highly time-consuming and costly.
Changes to applicable tax laws and regulations
or exposure to additional income tax liabilities could affect our future business and profitability.
We are an Israeli company and thus subject to Israeli corporate income tax as well as
other applicable local taxes on our operations. Our subsidiaries are subject to the tax laws applicable in their respective jurisdictions
of incorporation. New local laws and policy relating to taxes, whether in Israel or in any of the jurisdictions in which our subsidiaries
operate, may have an adverse effect on our future business and profitability. Further, existing applicable tax laws, tax rates, statutes,
rules, regulations, treaties, administrative practices and principles, judicial decisions or ordinances could be interpreted, changed,
modified or applied to us or our subsidiaries in a manner that could adversely affect our after-tax profitability and financial results,
in each case, possibly with retroactive effect.
Additionally, there is also a high level of uncertainty in today’s tax environment
stemming from both global initiatives put forth by the Organization for Economic Co-operation and Development (“OECD”), and
unilateral measures being implemented by various countries due to a lack of consensus on these global initiatives. As an example, the
OECD has put forth two proposals, Pillar One and Pillar Two, that revise the existing profit allocation and nexus rules (profit allocation
based on location of sales versus physical presence) and ensure a minimal level of taxation. Under the OECD framework for Pillar One as
currently drafted, we do not expect to be subject to the regime. To date, more than 140 countries, including Israel and other countries
in which we operate, have agreed to enact legislation on Pillar Two and to enforce a minimum global tax rate of 15%. Many countries are
expected to continue to implement such legislation. Israel has enacted certain of the required measures, effective for tax years beginning
on or after January 1, 2026, and is considering additional legislation to align its tax regime with evolving international minimum tax
standards; however, not all such measures have been adopted, and future legislative developments, if any, remain uncertain. Under the
OECD framework for Pillar Two, we do not currently expect to be subject to the regime, but we are continuing to evaluate the potential
impact on future periods, which will depend in part on legislative adoption by individual countries. It is difficult to assess at the
present time to what extent such legislation, if and when finally adopted, might adversely impact our effective tax rate in the future.
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Further, unilateral measures, such as digital services tax and corresponding tariffs
in response to such measures, are creating additional uncertainty. If an expanded version of the Pillar One initiatives or these unilateral
measures are implemented, they may negatively impact our financial condition, tax liability and results of operations and could increase
our administrative costs.
Our tax obligations may change or fluctuate,
become significantly more complex or become subject to greater risk of examination by taxing authorities, including as a result of plans
to expand our business operations, including to jurisdictions in which tax laws may not be favorable, any of which could adversely affect
our after-tax profitability and financial results.
We currently operate in several jurisdictions in addition to Israel, such as the United
States. In the event that our business expands to additional jurisdictions, our effective tax rates may fluctuate widely in the future.
Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under IFRS, changes
in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include,
but are not limited to: (i) changes in tax laws or the regulatory environment, (ii) changes in accounting and tax standards or practices,
(iii) changes in the composition of operating income by tax jurisdiction and (iv) pre-tax operating results of our business.
Outcomes from audits or examinations by taxing authorities could have an adverse effect
on our after-tax profitability and financial condition. Additionally, the Israel Tax Authority (“ITA”) and several foreign
tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and
the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters
and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.
Due to net operating loss carryforwards available to us, we do not expect to incur an
effective Israeli corporate income tax liability in the coming year. However, there can be no assurance that we will be able to utilize
these loss carryforwards in full or within the expected timeframe, including as a result of changes in applicable tax laws or their interpretation
or application by the ITA, statutory limitations on the use of losses, our operating results, or audits or examinations by taxing authorities,
any of which could adversely affect our effective tax rate and financial results.
There can be no assurance that we will not be
a passive foreign investment company (“PFIC”) for the current or any future year, which could result in adverse U.S. federal
income tax consequences to U.S. investors in our ordinary shares.
In general, a non-U.S. corporation will be a PFIC for any taxable year in which (i)
75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined on a quarterly
average basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations,
a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it
held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the
other corporation. Passive income generally includes interest, rents, dividends, certain gains and royalties (other than certain royalties
derived in the active conduct of a trade or business). Goodwill is generally characterized as a non-passive or passive asset based on
the nature of the income produced in the activities to which the goodwill relates. Cash is generally a passive asset.
Based on the manner in which we currently operate our business, the current and expected
composition of our income and assets and the estimated value of our assets (including the value of our estimated goodwill, which is based
on the price of our ordinary shares), we do not believe that we were a PFIC for the taxable year ended December 31, 2025. However, a company’s
PFIC status is an annual determination that can be made only after the end of each taxable year, and our PFIC status for each taxable
year will depend on the composition of our income and assets and the value of our assets from time to time, including estimated goodwill
(which may be determined by reference to the market value of our ordinary shares, which may be volatile). Our PFIC status is subject to
uncertainties. We may be or become a PFIC if our market capitalization declines.
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Further, we may hold less than 25% minority stakes in other entities, which will generally
be treated as passive for purposes of the PFIC rules. Therefore, we may be a PFIC if the value of any such minority stakes becomes substantial.
Moreover, we may become a PFIC if we expand our business to include financing or similar transactions that may generate passive income.
Accordingly, we cannot assure you that we will not be a PFIC for any taxable year. If we were a PFIC for any taxable year during which
a U.S. taxpayer held our ordinary shares, the U.S. taxpayer generally would be subject to adverse U.S. federal income tax consequences,
including increased tax liability on disposition gains and certain distributions and additional reporting requirements. See “Item
10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Consequences—Passive Foreign Investment Company
Rules.”
Our amended and restated articles of association
provide that, unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of
resolution of any claims arising under the Securities Act.
Our amended and restated articles of association provide that, unless we consent in
writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum
for any claim asserting a cause of action arising under the Securities Act.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all such Securities Act actions. Accordingly, both U.S. state and federal courts have jurisdiction to entertain such claims.
This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with us or our directors, officers or other employees and may increase the costs associated with such lawsuits, which may discourage
such lawsuits against us and our directors, officers and employees.
Alternatively, if a court were to find these provisions of our amended and restated
articles of association inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings,
we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business
and financial condition. Any person or entity purchasing or otherwise acquiring any interest in our share capital shall be deemed to have
notice of and to have consented to the choice of forum provisions of our amended and restated articles of association described above,
provided, however, that nothing in this provision constitutes any waiver of compliance with U.S. federal securities laws and the rules
and regulations thereunder. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act
or any other claim for which the U.S. federal courts have exclusive jurisdiction, and nothing in this provision constitutes any waiver
of compliance with the U.S. federal securities laws and the rules and regulations thereunder.
Risks Related to our Operations and Incorporation in Israel
After being subject to ceasefire arrangements
following an extended period of war, Israel has launched together with the United States a joint operation against Iran. The security
situation remains unstable and hostilities could escalate or resume at any time, and the duration, scope and effects of the war, the strike
against Iran and related instability are uncertain.
We are an Israeli company and many of our employees, including our founders and a majority
of our management team, are Israeli residents. Our headquarters in Herzliya, our research and development facilities and a large portion
of our operations are located in Israel. In addition, one contract manufacturer, from which we derive a substantial portion of our goods,
is situated in Israel.
On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from
the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli
targets. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s
government declared war against Hamas. On October 10, 2025, Israel and Hamas entered into a ceasefire agreement. However, there are no
assurances that such an agreement will be maintained.
Following the attack by Hamas, other terrorist organizations and military forces such
as Hezbollah in Lebanon on Israel’s northern border, various rebel militia groups in Syria and Iraq, and the Islamic Republic
of Iran have launched attacks on Israel, prompting Israeli air defenses and various rounds of retaliatory strikes. In addition, the
Houthi movement, which controls parts of Yemen, has launched several missile and drone attacks on Israel and has targeted dozens of merchant
vessels in the Gulf of Aden and Red Sea. These actions have prompted airstrikes on Houthi military targets in Yemen by Israel and separately
by a U.S.-led coalition of nations. In October 2024, Israel began ground operations against Hezbollah in Lebanon. In June 2025, Israel
launched a preemptive military strike targeting military and nuclear-related infrastructure in Iran, intended to disrupt Iran’s
ability to coordinate or launch further hostilities against Israel and to degrade aspects of its nuclear program. In response, Iran launched
multiple waves of drones and ballistic missiles at Israeli cities.
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A ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities.
On February 28, 2026, Israel and the United States commenced a joint operation against Iran, which has led Iran to launch ballistic missiles
and drones against Israel and other countries in the region, including the United Arab Emirates, Bahrain and Qatar, as well as against
U.S. targets in the Middle East. In addition, Iran may close the Strait of Hormuz, leading to disruption of the global supply chain, including
in oil and gas, which could potentially destabilize the Israeli and global economies. As of the date of this annual report, this operation
is ongoing and its outcomes and the effects that it may have are uncertain. The security situation in the region remains unstable and
volatile, and hostilities could resume and/or escalate with little or no warning.
If the ongoing instability escalates, it may affect our operations and financial results
in several ways, including:
• Human Resources: nearly 10% of our Israeli employees and managers were initially called to active reserve duty; it is possible that an escalation will require additional reserve duty call-ups and more of our employees and managers or their family members will be called to active reserve duty, which would prevent them from working or effectively performing their tasks for us.
• Macro-economic effects: the war has led, and any future escalation may lead, to negative domestic macro-economic effects in Israel that could materially impact our business and operations, such as inflation, depreciation of the Shekel, bearish capital markets, reduced availability of credit and financing sources and decline in growth.
• Trade curtailment: any future escalation may lead to interruptions and curtailment of trade between Israel and its trading partners, which could result in reductions in the demand for our offerings or disruptions in the supply of components required for our products. Certain countries and organizations may impose trade or other trade or financial sanctions on Israel, which could impact our ability to conduct our business.
• Shipping costs: the global shipping industry may experience disruptions due to various possible factors, including the rerouting of shipping away from the Suez Canal due to attacks by Houthi militants from Yemen on commercial shipping vessels in the Gulf of Aden and the Red Sea, which may cause a substantial increase in rates for some shipping routes. This and other factors have caused a worldwide increase in shipping rates during the war, which has impacted the Company.
• Decrease in Israeli demand: during the war we have noticed an immaterial decrease in demand in Israel for our products and services compared to our global demand, due to reduction in mobility and gatherings in public spaces, such as for leisure and entertainment activities. Any future escalation may cause a similar effect at an unknown scale.
• Concern about transacting business with Israeli companies: during the war we have received inquiries from customers concerned about our operations in Israel. While we do not believe that any significant orders have been withdrawn or delayed as a result of such inquiries, we cannot rule out the possibility that a future escalation can lead to customers or business partners that may stop doing business with us, nor can we predict the impact this might have on us.
• Damage to infrastructure: terror, drone and missile attacks may lead to infrastructure damage, such as to various of our facilities located in Israel, including communications networks, computer infrastructure and other cyber assets, which may lead to interruptions in our operations. Although the Israeli government may cover the reinstatement value of certain damages that are caused by terrorist attacks or acts of war, we cannot be sure that such government coverage will be available to us or, if available, will sufficiently cover our damages.
• Reputation and international relations: as a result of the war, public opinion in the international community towards Israel, Israeli companies and Israeli industries has deteriorated, and may be further negatively affected in the future. In January 2024 the International Court of Justice, or ICJ, issued an interim ruling in a case filed by South Africa against Israel alleging genocide amid and in connection with the war in Gaza. On November 21, 2024, the International Criminal Court, or ICC, issued arrest warrants to Israeli Prime Minister Benjamin Netanyahu and former Israeli Minister of Defense Yoav Gallant based on allegations of war crimes including using starvation as a method of warfare, murder and other inhumane acts. It is hard to anticipate if and how such sentiments and other political developments will impact our clients, backlog of orders or financial results; however, it is possible that a limited number of customers will hold, delay or cancel existing or future orders as a result of the war and a shift in international relations and politics.
The ongoing instability could continue to disrupt our business and operations and affect
our financial results in material ways not discussed above, or to a degree that is not currently anticipated by us.
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The impact of inflation and interest rate hikes
could negatively affect our business, industry and customer base.
Our own costs, including labor, hardware, services, technology providers and other variable
expenses, could be severely impacted by widespread inflation or significant interest rate hikes. Our customer base includes many small
businesses, some of which operate on tight margins. Our customers may not successfully navigate a rising cost environment, causing collection
issues or bankruptcies. Inflation or interest rate hikes could seriously erode the discretionary buying decisions of consumers, impacting
size of purchases or volumes at our automated self-service platforms.
We have a credit facility and a long-term loan provided by banks, both of which are
subject to floating rate interest. Rising interest rates could also impact the Company’s future borrowing costs. During 2025, various
rating agencies affirmed their 2024 downgrading of Israel’s credit rating, due in part to the effects of the unstable security situation:
Moody’s affirmed the 2024 downgrade of Israel’s credit rating from ‘A1’ to ‘Baa1’; Fitch Ratings affirmed
the 2024 downgrade of Israel’s credit ratings from ‘A+’ to ‘A,’ and maintained Israel’s negative outlook;
on November 7, 2025 S&P Global Ratings affirmed the 2024 downgrade of Israel’s credit ratings from ‘A+’ to ‘A,’
whilst updating the outlook from negative to stable; and on January 30, 2026, Moody’s affirmed Israel’s ‘Baa1’
credit rating, whilst updating the outlook from negative to stable. Due to the increased credit risk, businesses, including ours, will
likely be charged higher interest on borrowing activity and general inflation rates will remain higher than they otherwise would be.
We rely to a certain extent on access to the Israeli financial institutions as a significant
source of financing for our business. As of December 31, 2025, we have liabilities in respect of our outstanding borrowings from banks
and our bonds in the aggregate amount of approximately $327.7 million. If interest rates and inflation increase for any reason, this would
increase our future borrowing and other costs, negatively affecting our financial results.
It may be difficult to enforce a U.S. judgment
against us and our directors and executive officers named in this annual report, in Israel or the United States, or to serve process on
our directors and executive officers.
Most of our directors or officers are not residents of the United States, and most of
their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers
and enforcement of judgments obtained in the United States against us, or our non-U.S. directors and officers, may be difficult to obtain
within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities
laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities
laws. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws against us or our non-U.S. officers
and directors reasoning that Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees
to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable,
the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure
may also be governed by Israeli law. There is little binding case law in Israel addressing these matters. Additionally, Israeli courts
might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S.
officers and directors.
Our amended and restated articles of association
provide that, unless we consent otherwise, the competent courts of Tel Aviv, Israel will be the sole and exclusive forum for substantially
all disputes between our company and our shareholders under the Israeli Companies Law and the Israeli Securities Law, which could limit
our shareholders’ ability to bring claims and proceedings against, as well as obtain a favorable judicial forum for disputes with,
us and our directors, officers and other employees.
Our amended and restated articles of association provide that, unless we consent in
writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel will be the exclusive forum for any derivative
action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty owed by any of our directors, officers or
other employees to us or our shareholders or any action asserting a claim arising pursuant to any provision of the Israeli Companies Law,
5759-1999 (the “Companies Law”) or the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”). Such
exclusive forum provision in our amended and restated articles of association does not relieve us of our duties to comply with U.S. federal
securities laws and the rules and regulations thereunder, and our shareholders will not be deemed to have waived our compliance with these
laws, rules and regulations. This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum
of its choosing for disputes with us or our directors or other employees which may discourage lawsuits against us, our directors, officers
and employees.
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Your rights and responsibilities as our shareholder
will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
We are incorporated under Israeli law. The rights and responsibilities of holders of
our ordinary shares are governed by our amended and restated articles of association, as may be amended from time to time, and the Israeli
Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical
U.S. corporations. In particular, pursuant to the Companies Law each shareholder of an Israeli company has to act in good faith and in
a customary manner in exercising his, her or its rights and fulfilling his, her or its obligations toward the company and the other shareholders
and to refrain from abusing his, her or its power in the company, including, among other things, in voting at the general meeting of shareholders
on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and certain
transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company
or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint
or prevent the appointment of a director or officer in the company or has other powers toward the company has a duty of fairness toward
the company. Israeli law does not define the substance of this duty of fairness, and there is little case law available to assist in understanding
the implications of these provisions that govern shareholder behavior.
The tax benefits that are available to us require
us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.
We have been, and we believe that we currently are, eligible for certain tax benefits
provided to a “Preferred Technological Enterprise” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959,
generally referred to as the “Investment Law.” In order to remain eligible for such tax benefits for a “Preferred Technological
Enterprise,” we must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these
tax benefits are reduced, cancelled or discontinued, our Israeli taxable income from the Preferred Technological Enterprise would be subject
to different Israeli corporate tax rates. Additionally, if we increase our activities outside of Israel through acquisitions, for example,
our expanded activities may not be eligible for inclusion in future Israeli tax benefit programs. See “Item 10. Additional Information—E.
Taxation—Israeli Tax Considerations—Law for the Encouragement of Capital Investments, 5719-1959.”
We may become subject to claims for remuneration
or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
A significant portion of our intellectual property has been developed by our employees
in the course of their employment with us. Under the Israeli Patents Law, 5727-1967 (the “Patents Law”), inventions conceived
by an employee in the course and as a result of or arising from his or her employment are considered to be “service inventions,”
which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights.
The Patents Law also provides that if there is no agreement between an employer and an employee, the Compensation and Royalties Committee
in the Israel Ministry of Justice (the “Committee”), a body constituted under the Patents Law, has the authority to determine
whether the employee is entitled to remuneration for his or her service inventions and the scope of such remuneration. The Committee has
not determined one specific formula for calculating the remuneration that might be due the employee but rather uses the criteria specified
in the Patents Law. Israeli case law clarifies that there is no vested right to receive remuneration for “service inventions”,
and in any event this can be waived by the employee. Although we enter into assignment-of-invention agreements with our employees pursuant
to which such individuals waive any right they may have to remuneration for service inventions, we may face claims demanding remuneration
in respect of assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to
our current and/or former employees (subject to the statute of limitations), or be forced to litigate such claims, which could negatively
affect our business.
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Provisions of Israeli law, in our amended and
restated articles of association and in certain of our agreements and licenses may delay, prevent or make undesirable an acquisition of
all or a significant portion of our shares or assets.
Provisions of Israeli law, in our amended and restated articles of association, and
certain of our agreements and licenses, could have the effect of delaying or preventing a change in control and may make it more difficult
for a third party to acquire us or our shareholders to elect individuals to our board of directors, even if doing so would be considered
to be beneficial by some of our shareholders, and may limit the price that investors may be willing to pay in the future for our ordinary
shares. Among other things:
• the Companies Law regulates the methods and processes by which mergers may be consummated and requires tender offers to be effected for acquisitions of shares above specified thresholds in a company;
• 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 provide that director vacancies may be filled by our board of directors;
• our amended and restated articles of association require a vote of the holders of our outstanding ordinary shares entitled to vote present and voting on the subject matter at a general meeting of shareholders for the removal of directors (other than external directors regarding whom special rules apply);
• We have undertaken in certain of our financing agreements not to have a change-of-control without the lender’s approval; and
• Some of our licenses may be cancelled or suspended, or we may be subject to other sanctions for breaches of such licenses, if holders of our shares cross certain prescribed ownership thresholds without the prior approvals of the relevant regulators.
Further, Israeli tax considerations may make potential transactions undesirable to us
or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders
from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect
to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous
conditions, including a holding period of two years from the date of the transaction during which certain sales and dispositions of shares
of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral is limited
in time, and when such time expires, the tax becomes payable even if the shares have not been disposed.
General Risk Factors
We may need additional capital, and a failure
by us to raise additional capital on terms favorable to us, or at all, could limit our ability to grow our business and develop or enhance
our solutions to respond to market demand or competitive challenges.
In the future, we may require additional cash resources due to changed business conditions
or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to
satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale
of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in debt service
obligations and could require us to agree to operating and financing covenants that would restrict our operations. Our ability to obtain
additional capital on acceptable terms or at all is subject to a variety of uncertainties, including, investors’ perception of,
and demand for, securities of peer companies; conditions of the United States, Israeli and other capital markets in which we may seek
to raise funds; our future results of operations and financial condition and cash flows; government regulation of foreign investment in
our industry; economic, political and other conditions; and government policies concerning external commercial borrowings.
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If industry or financial analysts do not publish
research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, the market
price and trading volume of our ordinary shares could decline.
The trading market for our ordinary shares is influenced by the research and reports
that industry or financial analysts publish about us and our business. We do not control these analysts, or the content and opinions included
in their reports. As a relatively new public company, we may be slow to attract research coverage and the analysts who publish information
about our ordinary shares will have had relatively little experience with our company, which could affect their ability to accurately
forecast our results and make it more likely that we fail to meet their estimates. In the event that any of the analysts who cover us
issues an inaccurate or unfavorable opinion regarding our company, the market price of our ordinary shares would likely decline. In addition,
the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or
significantly exceed, the financial guidance they have publicly announced or the expectations of analysts and investors. If our financial
results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or investors, analysts could downgrade
our ordinary shares or publish unfavorable research about us. If one or more of these analysts cease coverage of our company or fail to
publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause the market price or
trading volume of our ordinary shares to decline.
Our disclosure controls and procedures may not
prevent or detect all errors or acts of fraud.
We are subject to the periodic reporting requirements of the Exchange Act. We designed
our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit
under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
These inherent limitations include the realities that judgments in decision making can
be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by an unauthorized override of such controls. Accordingly, because of the
inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.
If our estimates or judgments relating to our
critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below
the expectations of securities analysts and investors, resulting in a decline in the trading price of our ordinary shares.
The preparation of financial statements in conformity with IFRS requires management
to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We
base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,
as discussed in “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates,” the results
of which form the basis for making judgments about revenue recognition that are not readily apparent from other sources. Our results of
operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which
could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors,
resulting in a decline in the market price of our ordinary shares.