Taboola.Com Ltd

As filed with the Securities and Exchange Commission on April 30, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TABOOLA.COM LTD. (Exact name of registrant as specified in its charter) State of Israel 7370 Not applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Taboola.com Ltd. 16 Madison Square West 7th Floor New York, NY 10010 (212) 206-7633 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) TABOOLA, INC. 16 Madison Square West 7th Floor New York, NY 10010 (212) 206-7633 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all correspondence to: Marc D. Jaffe Michael Kaplan Shachar Hadar Joel Rubinstein Aaron M. Lampert Justin G. Hamill Lee Hochbaum Assaf Naveh Robert Chung Goldfarb Seligman & Co. Senet S. Bischoff Davis Polk & Wardwell LLP Ran Camchy Kristen Rohr Ampa Tower Latham & Watkins LLP 450 Lexington Avenue Meitar | Law Offices White & Case LLP 98 Yigal Alon Street 885 Third Avenue New York, New York 10017 16 Abba Hillel Silver Rd. 1221 Avenue of the Americas Tel Aviv 6789141, Israel New York, New York 10022-4834 Tel: (212) 450-4000 Ramat Gan 52506, Israel New York, New York 10020-1095 Tel: (+972) (3) 608-9999 Tel: (212) 906-1200 Tel: (+972) (3) 610-3100 Tel: (212) 819-8200 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) □ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) □ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company □ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum to be Offering Price Aggregate Amount of Title of Each Class of Securities to be Registered Registered(1)(6) per Security(2) Offering Price Registration Fee(3) Ordinary shares, no par value per share(4) . 32,343,750 $10.245 $331,361,718.80 $36,151.56 Ordinary shares underlying warrants(5) . 12,350,000 $13.855 $171,109,250.00 $18,668.02 Total ........................................ $502,470,968.80 $54,819.58 (1) The number of ordinary shares, no par value per share (‘‘Taboola Ordinary Shares’’), of Taboola.com Ltd. (‘‘Taboola’’) and the Taboola Ordinary Shares issuable upon the exercise of warrants to purchase Taboola Ordinary Shares (‘‘Taboola Warrants’’) being registered is based upon an estimate of the sum of (a) the maximum number of Class A ordinary shares (‘‘Class A Ordinary Shares’’) of ION Acquisition Corp. 1 Ltd. (‘‘ION’’) that will be outstanding immediately prior to the Business Combination (as defined herein) and exchanged for an equal number of Taboola Ordinary Shares (including the maximum number of Class B ordinary shares (‘‘Class B Ordinary Shares’’ and, together with the Class A Ordinary shares, the ‘‘ION Ordinary Shares’’) of ION that will be converted to Class A Ordinary Shares immediately prior to the Business Combination); and (b) the maximum number of Class A Ordinary Shares underlying each warrant of ION entitling the holder to purchase one Class A Ordinary Share per warrant at a price of $11.50 per share (‘‘ION Warrants’’) which will be assumed by Taboola and will become Taboola Warrants. (2) In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of Taboola Ordinary Shares issued to ION security holders, the average of the high ($10.30) and low ($10.19) prices of the Class A Ordinary Shares on the New York Stock Exchange (‘‘NYSE’’) on April 26, 2021 and (ii) in respect of Taboola Ordinary Shares underlying Taboola Warrants issued to ION security holders, the sum of (a) the average of the high ($2.46) and low ($2.25) prices for the ION Warrants on NYSE on April 26, 2021 and (b) $11.50, the exercise price of the ION Warrants, resulting in a combined maximum offering price per warrant of $13.855. The maximum number of Taboola Ordinary Shares issuable upon exercise of the Taboola Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Taboola Warrants has been allocated to the underlying Taboola Ordinary Shares and those Taboola Ordinary Shares are included in the registration fee. The maximum number of Taboola Ordinary Shares issuable upon exercise of the Taboola Warrants are being simultaneously registered hereunder. (3) Calculated by multiplying the proposed maximum aggregate offering price by 0.0001091. (4) Represents Taboola Ordinary Shares issuable in exchange for outstanding ION Ordinary Shares upon the merger of Merger Sub with and into ION pursuant to the Business Combination. (5) Represents Taboola Ordinary Shares underlying Taboola Warrants. (6) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. PRELIMINARY COPY—SUBJECT TO COMPLETION DATED APRIL 30, 2021 PROXY STATEMENT/PROSPECTUS PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ION ACQUISITION CORP. 1 LTD. PROSPECTUS FOR UP TO 32,343,750 ORDINARY SHARES, AND 12,350,000 ORDINARY SHARES UNDERLYING WARRANTS OF TABOOLA.COM LTD. The board of directors of ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (‘‘ION’’), has unanimously approved the agreement and plan of merger (‘‘Merger Agreement’’), dated as of January 25, 2021, by and among ION, Taboola.com Ltd., a company organized under the laws of the State of Israel (the ‘‘Company’’ or ‘‘Taboola’’), and Toronto Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of the Company (‘‘Merger Sub’’). Pursuant to the Merger Agreement, Merger Sub will merge with and into ION, with ION surviving the merger (the ‘‘Business Combination’’). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Merger Agreement (the ‘‘Transactions’’), ION will become a wholly owned subsidiary of Taboola, with the securityholders of ION becoming securityholders of Taboola. Pursuant to the Merger Agreement, at the effective time of the Business Combination (the ‘‘Effective Time’’), (a) each issued and outstanding unit of ION (an ‘‘ION Unit’’), consisting of one Class A ordinary share of ION, par value $0.0001 per share, of ION (‘‘Class A Ordinary Shares’’) and one-fifth of one warrant of ION entitling the holder to purchase one Class A Ordinary Share per warrant at a price of $11.50 per share (‘‘ION Warrants’’), will be automatically separated and the holder thereof will be deemed to hold one Class A Ordinary Share and one-fifth of one ION Warrant, (b) each Class A Ordinary Share outstanding immediately prior to the Effective Time will be exchanged for one ordinary share no par value per share of Taboola (‘‘Taboola Ordinary Shares’’), (c) each Class B ordinary shares, par value $0.0001 per share, of ION (‘‘Class B Ordinary Shares’’ and, together with Class A Ordinary Shares, ‘‘ION Ordinary Shares’’), outstanding immediately prior to the Effective Time, will be exchanged for one Taboola Ordinary Share and (d) each ION Warrant outstanding immediately prior to the Effective Time, will be assumed by Taboola and will become a warrant of Taboola (‘‘Taboola Warrants’’). Prior to the Effective Time, each outstanding Taboola convertible preferred share will be converted into Taboola Ordinary Shares in accordance with Taboola’s

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