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(1) | Proposal No. 1 — The Business Combination Proposal — An Ordinary Resolution to approve, ratify and adopt the Merger Agreement, dated as of January 25, 2021 (as it may be amended and/or restated from time to time, the “Merger Agreement” and to which the form of Plan of Merger required by the Companies Act (as amended) of the Cayman Islands (the “Plan of Merger”) is appended) by and among ION, Taboola.com Ltd. (“Taboola”) and Toronto Sub Ltd. (“Merger Sub”), a copy of which is attached to the proxy statement as Annex A, and approve the transactions contemplated thereby (the “Business Combination”); and |
(2) | Proposal No. 2 — The Merger Proposal — A Special Resolution to approve the Plan of Merger and to authorize the merger of Merger Sub with and into ION, with ION surviving the merger as a wholly owned subsidiary of Taboola, and the issuance of ordinary shares of Taboola to ION shareholders as merger consideration; and |
(3) | Proposal No. 3 — The Share Capital Proposal — An Ordinary Resolution to approve the alteration of the authorized share capital of ION at the effective time of the Merger (upon its becoming a wholly owned subsidiary of Taboola); and |
(4) | Proposal No. 4 — The Adjournment Proposal — An Ordinary Resolution to approve, if necessary, the adjournment of the meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Merger Proposal. This proposal will only be presented at the meeting if there are not sufficient votes to approve the Business Combination Proposal and the Merger Proposal. |
| | By Order of the Board of Directors | |
| | ||
| | /s/ Jonathan Kolber | |
| | Jonathan Kolber | |
| | Chairman of the Board of Directors |
Q. | Why am I receiving this proxy statement/prospectus? |
A. | ION and Taboola have agreed to a Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and ION encourages its shareholders to read it in its entirety. ION’s shareholders are being asked to consider and vote upon (i) an Ordinary Resolution to approve, ratify and adopt the Merger Agreement and approve the transactions contemplated thereby (the “Business Combination Proposal”) and (ii) a Special Resolution to approve the Plan of Merger and to authorize the merger of Merger Sub with and into ION, with ION surviving the merger as a wholly owned subsidiary of Taboola, and the issuance of ordinary shares of Taboola to ION shareholders as merger consideration (the “Merger Proposal”). See the sections entitled “Proposal No. 1—The Business Combination Proposal” and “Proposal No. 2—The Merger Proposal”. |
Q. | Are there any other matters being presented to shareholders at the meeting? |
A. | In addition to voting on the Business Combination, the shareholders of ION are being asked to consider and vote on (i) an Ordinary Resolution to approve the alteration of the authorized share capital of ION at the Effective Time (upon its becoming a wholly owned subsidiary of Taboola) (the “Share Capital Proposal”) and (ii) an Ordinary Resolution to approve, if necessary, the adjournment of the meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Merger Proposal (the “Adjournment Proposal”), which proposal will only be presented at the meeting if there are not sufficient votes to approve the Business Combination Proposal and the Merger Proposal. See the sections entitled “Proposal No. 3—The Share Capital Proposal” and “Proposal No. 4—The Adjournment Proposal.” |
Q. | I am an ION warrant holder. Why am I receiving this proxy statement/prospectus? |
A. | Upon consummation of the Business Combination, the ION Warrants will, by their terms, be assumed by Taboola and thereby entitle the holders to purchase Taboola Ordinary Shares (and not Class A Ordinary Shares) at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about Taboola and the business of Taboola and its subsidiaries following consummation of the Business Combination. ION urges you to read the information contained in this proxy statement/prospectus carefully. |
Q. | Why is ION proposing the Business Combination? |
A. | ION was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. |
Q. | Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? |
A. | The Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. ION’s management, including its directors and officers, has many years of experience in both operational management and investment and financial management and analysis. In the opinion of the Board, ION’s management, including its directors and officers, was suitably qualified to conduct the due diligence review and other investigations required in connection with the search for a business combination partner and to evaluate the operating and financial merits of companies like Taboola. The Board believed, based on the operational, investment and financial experience and background of its directors, that the Board was qualified to conclude that the Business Combination was fair, from a financial point of view, to ION’s shareholders and to make other necessary assessments and determinations regarding the Business Combination. The Board also determined, without seeking a valuation from a financial advisor, that Taboola’s fair market value was at least 80% of the assets held in the Trust Account (excluding the amount of any marketing fee held in trust). Accordingly, investors will be relying solely on the judgment of the Board and ION’s management in valuing Taboola’s business. |
Q. | Do I have redemption rights? |
A. | If you are a holder of Class A Ordinary Shares, you have the right to demand that ION redeem such shares for a pro rata portion of the cash held in ION’s trust account, including interest earned on the trust account. ION sometimes refers to these rights to demand redemption of the Class A Ordinary Shares as “redemption rights.” |
Q. | Will how I vote on the Business Combination Proposal and the Merger Proposal affect my ability to exercise redemption rights? |
A. | No. You may exercise your redemption rights irrespective of whether you vote your Class A Ordinary Shares for or against the Business Combination Proposal and the Merger Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Merger Agreement can be approved by shareholders who will redeem their Class A Ordinary Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Class A Ordinary Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of NYSE or Nasdaq. |
Q. | How do I exercise my redemption rights? |
A. | If you are a holder of Class A Ordinary Shares or ION Units and wish to exercise your redemption rights, you must (i) if you hold your Class A Ordinary Shares through ION Units, elect to separate your ION Units into the underlying Class A Ordinary Shares and ION Warrants and (ii) prior to 11:00 a.m., Eastern time, on June 24, 2021, (a) submit a written request to the Transfer Agent that ION redeem your Class A Ordinary Shares for cash and (b) deliver your share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent physically or electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit and Withdrawal at Custodian) System. Any holder of Class A Ordinary Shares will be entitled to demand that such holder’s Class A Ordinary Shares be redeemed for a full pro rata portion of the amount then held in the trust account, including interest earned on the trust account (which, for illustrative purposes, was approximately $259 million, or $10 per Class A Ordinary Share, as of June 1, 2021). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination. |
Q. | Do I have appraisal rights if I object to the proposed Business Combination? |
A. | None of the unit holders or warrant holders have appraisal rights in connection the Business Combination under the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time (the “Companies Act”). ION shareholders may be entitled to give notice to ION prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his or her ION shares if they follow the procedures set out in the Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Companies Act which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national |
Q. | What happens to the funds deposited in the trust account after consummation of the Business Combination? |
A. | Upon consummation of the IPO, ION deposited $258,750,000 in the trust account. Upon consummation of the Business Combination, the funds in the trust account will be used to pay holders of the Class A Ordinary Shares who properly exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of up to $9,056,259 as marketing fees). Any remaining cash will be used for Taboola’s working capital and general corporate purposes. |
Q. | What happens if the Business Combination is not consummated? |
A. | If ION does not complete the Business Combination for any reason, ION would search for another target business with which to complete a business combination. If ION does not complete an initial business combination by October 6, 2022, ION must redeem 100% of the outstanding Class A Ordinary Shares, at a per-share price, payable in cash, equal to the amount then held in the trust account, including interest earned on the funds held in the trust account and not previously released to ION (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Class A Ordinary Shares. The Sponsors and the directors and executive officers of ION have no redemption rights in respect of their Class A Ordinary Shares contained in the private placement ION Units or their Class B Ordinary Shares in the event a business combination is not effected in the required time period, and, accordingly, such shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to ION’s outstanding ION Warrants, and accordingly, such ION Warrants will be worthless. |
Q. | How does the Sponsor intend to vote on the proposals? |
A. | The Sponsors are record holders and are entitled to vote an aggregate of approximately 19.77% of the issued and outstanding ION Ordinary Shares. The Sponsors have agreed to vote any ION Ordinary Shares held by them, as of the record date, in favor of the Business Combination. |
Q. | When do you expect the Business Combination to be completed? |
A. | It is currently anticipated that the Business Combination will be consummated promptly following the meeting which is set for 11:00 a.m., Eastern time, on June 28, 2021; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement and Ancillary Documents — Conditions to Closing.” |
Q. | What do I need to do now? |
A. | ION urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of ION. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. |
Q. | How do I vote? |
A. | If you are a holder of record of ION Ordinary Shares on the record date, you may vote at the meeting or by submitting a proxy for the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Any shareholder wishing to attend the hybrid virtual meeting should register for the meeting by June 23, 2021. To register for the meeting, please follow these instructions as applicable to the nature of your ownership of ION Ordinary Shares: |
• | If your shares are registered in your name with Continental Stock Transfer & Trust Company, the transfer agent to ION (the “Transfer Agent”) and you wish to attend the hybrid virtual meeting, go to https://www.cstproxy.com/ionacquisitioncorp1/sm2021, enter the 12-digit control number included on your |
• | Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial shareholders should contact the Transfer Agent at least five (5) business days prior to the meeting date in order to ensure access. |
Q. | If my ION Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my ION Ordinary Shares for me? |
A. | No. Your broker, bank or other nominee cannot vote your ION Ordinary Shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the four proposals described in this proxy statement, if a beneficial owner of ION Ordinary Shares held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present or by represented proxy at the meeting. |
Q. | May I change my vote after I have mailed my signed proxy card? |
A. | Yes. Shareholders may send a later-dated, signed proxy card to the Transfer Agent at the address set forth at the end of this section so that it is received prior to the vote at the meeting or attend the meeting and vote. Shareholders also may revoke their proxy by sending a notice of revocation to ION’s Secretary, which must be received prior to the vote at the meeting. |
Q. | What constitutes a quorum for the meeting? |
A. | A quorum is the minimum number of ION Ordinary Shares that must be present to hold a valid meeting. A quorum will be present at the meeting if the holders of a majority of all the ION Ordinary Shares entitled to vote at the meeting are represented at the hybrid virtual meeting or by proxy. Abstentions will be counted as present for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. The Sponsors are record holders and are entitled to vote an aggregate of approximately 19.77% of the issued and outstanding ION Ordinary Shares. The Sponsors have agreed to appear at an ION shareholder meeting to establish a quorum for the purpose of approving the ION transaction proposals. In addition to the ION Ordinary Shares held by the Sponsors, ION would need 9,809,859 shares, or approximately 30.33%, of the 32,343,750 issued and outstanding ION Ordinary Shares to appear at an ION shareholder meeting in order to establish a quorum. |
Q. | What shareholder vote thresholds are required for the approval of each proposal brought before the meeting? |
A. | The approval of the Merger Proposal requires a Special Resolution, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the shareholders present or represented by proxy and entitled to vote at the meeting, as set out above as a matter of Cayman Islands law. The approval of the Business Combination Proposal, the Share Capital Proposal and the Adjournment Proposal requires an Ordinary Resolution, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the shareholders present or represented by proxy and entitled to vote at the meeting, as set out in the ION Articles. |
Q. | What happens if I fail to take any action with respect to the meeting? |
A. | If you fail to take any action with respect to the meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder of Taboola and/or your ION Warrants will be assumed by Taboola and will entitle you to purchase Taboola Ordinary Shares on the same terms as your ION Warrants. If you fail to take any action with respect to the meeting and the Business Combination Proposal and the Merger Proposal are not approved, you will continue to be a shareholder and/or warrant holder of ION. |
Q. | What should I do with my share and/or warrants certificates? |
A. | Those shareholders who do not elect to have their Class A Ordinary Shares redeemed for their pro rata share of the trust account should not submit their share certificates now. After the consummation of the Business Combination, Taboola will send instructions to ION shareholders regarding the exchange of their Class A Ordinary Shares for Taboola Ordinary Shares. ION shareholders who exercise their redemption rights must deliver their share certificates (if any) and any other redemption forms (as applicable) to the Transfer Agent (either physically or electronically) prior to the deadline for submitting redemption requests described above. |
Q. | What should I do if I receive more than one set of voting materials? |
A. | Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your ION Ordinary Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold ION Ordinary Shares. If you are a holder of record and your ION Ordinary Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ION Ordinary Shares. |
Q. | Who can help answer my questions? |
A. | If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
(1) | Proposal No. 1 — The Business Combination Proposal — An Ordinary Resolution to approve, ratify and adopt the Merger Agreement (to which the form of Plan of Merger required by the Companies Act (as amended) of the Cayman Islands (the “Plan of Merger”) is appended), a copy of which is attached to this proxy statement as Annex A, and approve the transactions contemplated thereby; and |
(2) | Proposal No. 2 — The Merger Proposal — A Special Resolution to approve the Plan of Merger and to authorize the merger of Merger Sub with and into ION, with ION surviving the merger as a wholly owned subsidiary of Taboola, and the issuance of Taboola Ordinary Shares to ION shareholders as merger consideration; and |
(3) | Proposal No. 3 — The Share Capital Proposal — An Ordinary Resolution to approve the alteration of the authorized share capital of ION at the effective time of the Business Combination (upon its becoming a wholly owned subsidiary of Taboola); and |
(4) | Proposal No. 4 — The Adjournment Proposal — An Ordinary Resolution to approve, if necessary, the adjournment of the meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Merger Proposal. This proposal will only be presented at the meeting if there are not sufficient votes to approve the Business Combination Proposal and the Merger Proposal. |
• | If Taboola is unable to attract new digital properties and advertisers, sell additional offerings to its existing digital properties and advertisers, or maintain enough business with its existing digital properties and advertisers; |
• | If Taboola’s performance under contracts with digital properties where Taboola is obligated to pay a specified minimum guaranteed amount per thousand impressions does not meet the minimum guarantee requirements, its Gross profit could be negatively impacted and its results of operations and financial condition could be harmed; |
• | Taboola may not be able to compete successfully against current and future competitors; |
• | Taboola’s future growth and success depends on its ability to continue to scale its existing offerings and to introduce new solutions that gain acceptance and that differentiate it from its competitors; |
• | If Taboola fails to make the right investment decisions in its offerings and technology platform, or if Taboola is unable to generate or otherwise obtain sufficient funds to invest in them, Taboola may not attract and retain digital properties and advertisers; |
• | If Taboola’s ability to personalize its advertisements and content to users is restricted or prohibited due to various privacy regulations, Taboola could lose digital properties and advertisers; |
• | If Taboola’s AI powered platform fails to accurately predict what ads and content would be of most interest to users or if Taboola fail to continue to improve on its ability to further predict or optimize user engagement or conversion rates for its advertisers, its performance could decline and Taboola could lose digital properties and advertisers; |
• | Taboola’s business depends on continued engagement by users who interact with its platform on various digital properties; |
• | The effects of health epidemics, such as the recent global COVID-19 pandemic, have had and could in the future have an adverse impact on Taboola’s revenue, its employees and results of operations; |
• | Historically, the majority of Taboola’s agreements with digital properties have typically required them to provide it exclusivity for the term of the agreement; to the extent that such exclusivity is reduced or eliminated for any reason, digital properties could elect to implement competitive platforms or services that could be detrimental to its performance; |
• | Taboola’s business depends on strong brands and well-known digital properties, and failing to maintain and enhance its brands and well-known digital properties would hurt its ability to expand its number of advertisers and digital properties; |
• | Taboola is a multinational organization faced with complex and changing laws and regulations regarding privacy, data protection, content, competition, consumer protection, and other matters; |
• | Conditions in Israel could adversely affect Taboola’s business; |
• | Directors of ION have potential conflicts of interest in recommending that ION shareholders vote in favor of approval of the Merger Agreement and the transactions contemplated thereby, including the Business Combination, and approval of the other proposals described in this proxy statement/prospectus; |
• | If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of, prior to the Business Combination, ION’s securities or, following the Business Combination, Taboola’s securities, may decline; |
• | The Board has not obtained and will not obtain a third-party valuation or financial opinion in determining whether or not to proceed with the Business Combination; |
• | If ION shareholders fail to properly demand redemption rights, they will not be entitled to redeem their Class A Ordinary Shares for a pro rata portion of the trust account; and |
• | The other matters described in the section titled “Risk Factors” beginning on page 17. |
| | Three Months Ended March 31, | ||||
(dollars in thousands) | | | 2021 | | | 2020 |
| | Unaudited | ||||
Revenues | | | $302,950 | | | $279,346 |
Gross profit | | | $89,499 | | | $52,776 |
Net income (loss) | | | $18,587 | | | $(23,853) |
Net income (loss) Margin | | | 6.14% | | | (8.54)% |
Ratio of Net income (loss) to Gross profit | | | 20.77% | | | (45.20%) |
Net cash provided by (used in) operating activities | | | $(9,103) | | | $11,008 |
Cash, cash equivalents and short-term deposits | | | $229,287 | | | $118,644 |
| | | | |||
Non-GAAP Financial Data* | | | | | ||
ex-TAC Gross Profit | | | $105,914 | | | $68,968 |
Adjusted EBITDA | | | $33,543 | | | $(1,720) |
Ratio of Adjusted EBITDA to ex-TAC Gross Profit | | | 31.67% | | | (2.49)% |
Free Cash Flow | | | $(14,640) | | | $4,031 |
* | Non-GAAP measures. Refer to “Taboola’s Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non- GAAP Financial Measures” for information on how we compute these measures and “Reconciliation of GAAP to non-GAAP Financial Measures” below for reconciliation to GAAP metrics. |
| | March 31, 2021 | | | December 31, 2020 | |
(dollars in thousands) | | | Unaudited | | | Audited |
ASSETS | | | | | ||
CURRENT ASSETS | | | | | ||
Cash and cash equivalents | | | $229,287 | | | $242,811 |
Restricted deposits | | | 60 | | | 3,664 |
Trade receivables, net | | | 125,609 | | | 158,050 |
Prepaid expenses and other current assets | | | 32,317 | | | 21,609 |
Total current assets | | | 387,273 | | | 426,134 |
NON-CURRENT ASSETS | | | | | ||
Long-term prepaid expenses | | | 18,490 | | | 5,289 |
Restricted deposits | | | 4,250 | | | 3,300 |
Deferred tax assets | | | 1,556 | | | 1,382 |
Right of use assets | | | 65,008 | | | 68,058 |
Property and equipment, net | | | 59,207 | | | 52,894 |
Intangible assets, net | | | 3,266 | | | 3,905 |
Goodwill | | | 19,206 | | | 19,206 |
Total non-current assets | | | 170,983 | | | 154,034 |
Total assets | | | $558,256 | | | $580,168 |
| | | | |||
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY | | | | | ||
CURRENT LIABILITIES | | | | | ||
Trade payable | | | $152,924 | | | $189,352 |
Lease liability | | | 15,622 | | | 15,746 |
Accrued expenses and other current liabilities | | | 85,587 | | | 95,135 |
Total current liabilities | | | 254,133 | | | 300,233 |
| | | | |||
LONG TERM LIABILITIES | | | | | ||
Deferred tax liabilities | | | 995 | | | 45 |
Lease liability | | | 58,891 | | | 63,044 |
Total long-term liabilities | | | 59,886 | | | 63,089 |
CONVERTIBLE PREFERRED SHARES | | | | | ||
Preferred A, B, B-1, B-2, C, D and E shares with no par value - Authorized: 45,688,037 shares at March 31, 2021 (unaudited) and December 31, 2020; Issued and outstanding: 44,978,000 shares at March 31, 2021 (unaudited) and December 31, 2020: Aggregate liquidation preference of 314,680 and 308,765 as of March 31, 2021 and December 31, 2020, respectively. | | | 170,206 | | | 170,206 |
| | | | |||
SHAREHOLDERS' EQUITY | | | | | ||
Ordinary shares with no par value- Authorized: 330,000,000 and 65,366,595 shares as of March 31, 2021 (unaudited) and December 31, 2020 respectively; 16,364,539 and 15,313,447 shares issued and outstanding as of March 31, 2021 (unaudited) and December 31, 2020, respectively | | | — | | | — |
Additional paid-in capital | | | 86,941 | | | 78,137 |
Accumulated deficit | | | (12,910) | | | (31,497) |
Total shareholders' equity | | | 74,031 | | | 46,640 |
Total liabilities, convertible preferred shares, and shareholders' equity | | | $558,256 | | | $580,168 |
| | Three Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
(dollars in thousands) | | | Unaudited | |||
Revenues | | | $302,950 | | | $279,346 |
Cost of revenues: | | | | | ||
Traffic acquisition cost | | | 197,036 | | | 210,378 |
Other cost of revenues | | | 16,415 | | | 16,192 |
Total cost of revenues | | | 213,451 | | | 226,570 |
Gross profit | | | 89,499 | | | 52,776 |
Operating expenses: | | | | | ||
Research and development expenses | | | 23,893 | | | 21,999 |
Sales and marketing expenses | | | 34,308 | | | 35,436 |
General and administrative expenses | | | 9,676 | | | 15,179 |
Total operating expenses | | | 67,877 | | | 72,614 |
Operating income (loss) before finance expenses | | | 21,622 | | | (19,838) |
Finance income (expenses), net | | | (798) | | | 448 |
Income (loss) before income taxes | | | 20,824 | | | (19,390) |
Provision for income taxes | | | 2,237 | | | 4,463 |
Net income (loss) | | | $18,587 | | | $(23,853) |
| | | | |||
Less: Undistributed earnings allocated to participating securities | | | (5,915) | | | (5,582) |
Net income (loss) attributable to ordinary shares – basic and diluted | | | 12,672 | | | (29,435) |
| | | | |||
Net income (loss) per share attributable to ordinary shareholders, basic | | | $0.78 | | | $(1.78) |
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic | | | 16,344,356 | | | 16,491,783 |
| | | | |||
Net income (loss) per share attributable to ordinary shareholders, diluted | | | $0.46 | | | $(1.78) |
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, diluted | | | 27,819,375 | | | 16,491,783 |
| | Three Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
(dollars in thousands) | | | Unaudited | |||
Cash flows from operating activities: | | | | | ||
| | | | |||
Net income (loss) | | | $18,587 | | | $ (23,853) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | | | | | ||
Depreciation and amortization | | | 8,244 | | | 9,751 |
Share based compensation expenses | | | 5,131 | | | 2,270 |
Net loss from financing expenses | | | 1,613 | | | 1,341 |
Increase (decrease) in deferred taxes, net | | | 776 | | | (566) |
Accrued interest, net | | | — | | | 177 |
| | | | |||
Change in operating assets and liabilities: | | | | | ||
Decrease in trade receivables | | | 32,441 | | | 25,048 |
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses | | | (16,759) | | | 5,916 |
Decrease in trade payable | | | (47,522) | | | (4,813) |
Change in operating lease Right of use assets | | | 3,632 | | | 3,296 |
| | Three Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
(dollars in thousands) | | | Unaudited | |||
Change in operating Lease liabilities | | | (4,859) | | | (5,314) |
Decrease in accrued expenses and other current liabilities | | | (10,387) | | | (2,245) |
Net cash provided by (used in) operating activities | | | (9,103) | | | 11,008 |
| | | | |||
Cash flows from investing activities: | | | | | ||
Purchase of property and equipment, including capitalized platform costs | | | (5,537) | | | (6,977) |
Cash paid in connection with acquisitions | | | — | | | (202) |
Decrease (increase) in restricted deposits | | | 2,654 | | | (4) |
Decrease in short-term deposits | | | — | | | 12,963 |
Net cash provided by (used in) investing activities | | | (2,883) | | | 5,780 |
| | | | |||
Cash flows from financing activities: | | | | | ||
Exercise of options | | | 3,551 | | | 277 |
Payment of deferred offering cost | | | (3,476) | | | — |
Net cash provided by financing activities | | | 75 | | | 277 |
| | | | |||
Exchange differences on balances of cash, cash equivalents | | | (1,613) | | | (1,341) |
| | | | |||
Increase (decrease) in cash, cash equivalents | | | (13,524) | | | 15,724 |
Cash, cash equivalents - at the beginning of the period | | | 242,811 | | | 86,920 |
Cash, cash equivalents - at end of the period | | | $229,287 | | | $102,644 |
| | | | |||
Supplemental disclosures of cash flow information: | | | | | ||
Cash paid for income taxes | | | $1,329 | | | $588 |
| | | | |||
Supplemental disclosures of noncash investing and financing activities: | | | | | ||
Deferred offering costs incurred during the period included in the Long-term prepaid expenses | | | $3,674 | | | $— |
Purchase of property, plant and equipment | | | $10,138 | | | $1,446 |
| | Three Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
(dollars in thousands) | | | Unaudited | |||
Revenues | | | $302,950 | | | $279,346 |
Traffic acquisition cost | | | (197,036) | | | (210,378) |
Other cost of revenues | | | (16,415) | | | (16,192) |
Gross profit | | | $89,499 | | | $52,776 |
Adjusted to include the following: | | | | | ||
Other cost of revenues | | | 16,415 | | | 16,192 |
ex-TAC Gross Profit | | | $105,914 | | | $68,968 |
| | Three Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
(dollars in thousands) | | | Unaudited | |||
Net income (loss) | | | $18,587 | | | $ (23,853) |
Adjusted to exclude the following: | | | | | ||
Financial expenses (income) | | | 798 | | | (448) |
Tax expenses | | | 2,237 | | | 4,463 |
Depreciation and amortization | | | 8,244 | | | 9,751 |
Share-based compensation expenses | | | 5,131 | | | 2,270 |
M&A costs (reimbursements)(1) | | | (1,454) | | | 6,097 |
Adjusted EBITDA | | | $33,543 | | | $(1,720) |
(1) | Costs and reimbursements primarily related to the proposed strategic transaction with Outbrain Inc., which we elected not to consummate. |
| | Three Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
(dollars in thousands) | | | Unaudited | |||
Gross profit | | | $89,499 | | | $52,776 |
Net income (loss) | | | $18,587 | | | $ (23,853) |
Ratio of Net income (loss) to Gross profit | | | 20.77% | | | (45.20)% |
| | | | |||
ex-TAC Gross Profit | | | $105,914 | | | $68,968 |
Adjusted EBITDA | | | $33,543 | | | $(1,720) |
Ratio of Adjusted EBITDA to ex-TAC Gross Profit | | | 31.67% | | | (2.49)% |
| | Three Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
(dollars in thousands) | | | Unaudited | |||
Net cash provided by (used in) operating activities | | | $(9,103) | | | $ 11,008 |
Purchases of property and equipment, including capitalized platform costs | | | (5,537) | | | (6,977) |
Free Cash Flow | | | $ (14,640) | | | $4,031 |
• | Assuming No Redemptions: This presentation assumes that no ION shareholders exercise redemption rights with respect to their Class A Ordinary Shares. |
• | Assuming Maximum Redemptions: This presentation assumes that ION shareholders holding approximately 20,189,024 Class A Ordinary Shares will exercise their redemption rights with respect to their portion of the aggregate of approximately $259 million of funds in ION’s trust account. Taboola’s obligations under the Merger Agreement are subject to the funds contained in the trust account (after giving effect to the ION redemptions), together with the aggregate amount of proceeds under the Subscription Agreements for the PIPE Investment and the Secondary Purchase Agreements for the Secondary Purchases, equaling or exceeding $450 million (the “Minimum Cash Condition”). Furthermore, ION will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination. |
| | | | | | | | Combined Pro Forma and Equivalent Pro Forma(4)(5)(6) | |||||||
| | ION | | | Taboola | | | Taboola Post-Split(3) | | | Assuming No Redemptions | | | Assuming Maximum Redemptions | |
As of and for the Year Ended December 31, 2020(1) | | | | | | | | | | | |||||
Book value per share(2) | | | $0.6 | | | $3.12 | | | $1.16 | | | $2.45 | | | $1.66 |
Weighted average shares outstanding—basic and diluted | | | 8,358,653 | | | 14,934,590 | | | 40,333,847 | | | 212,569,808 | | | 192,380,784 |
Net income (loss) per share—basic and diluted | | | $(2.51) | | | $(0.97) | | | $(0.36) | | | $(0.08) | | | $(0.10) |
(1) | No cash dividends were declared under the periods presented. |
(2) | Book value per share equals total equity excluding convertible preferred shares and shares subject to possible redemption divided by total weighted shares outstanding. The ION historical weighted average shares outstanding excludes the shares subject to redemption for ION at December 31, 2020. |
(3) | Calculated for standalone Taboola after giving effect to the Stock Split based on a forward stock split ratio of 1:2.7007 but without giving effect to the consummation of the Business Combination or the conversion of Taboola preferred shares to Taboola Ordinary Shares. |
(4) | In connection with the Business Combination, shareholders of ION will receive one Taboola Ordinary Share for every ION Ordinary Share held, after giving effect to the assumed 1-for-2.7007 forward share split to be effectuated by Taboola for the purpose of causing the value of the outstanding Taboola Ordinary Shares immediately prior to the Effective Time to equal $10.00 per share. |
(5) | Equivalent pro forma per share amounts were calculated by multiplying the pro forma book value per share and pro forma loss per share by the exchange ratio of one Taboola Ordinary Share for one ION Ordinary Share (the “Exchange Ratio”). |
(6) | Because the Exchange Ratio is 1:1, the pro forma book value per share and pro forma per share is equal to the Equivalent Pro Forma. |
• | develop and offer a competitive technology platform and offerings that meet our digital properties’ and advertisers’ needs as they change; |
• | continuously innovate and improve on the algorithms underlying our technology in order to deliver positive results for our advertisers and digital properties; |
• | build a reputation for superior solutions and create trust and long-term relationships with digital properties and advertisers; |
• | distinguish ourselves from strong competitors in our industry; |
• | maintain and expand our relationships with advertisers who can provide quality content and advertisements; |
• | respond to evolving industry and government oversight, standards and regulations that impact our business, particularly in the areas of native advertising, data collection and consumer privacy; |
• | prevent or otherwise mitigate failures or breaches of security or privacy; and |
• | attract, hire, integrate and retain qualified and motivated employees. |
• | the addition or loss of new digital properties; |
• | changes in demand and pricing for our platform; |
• | the seasonal nature of advertisers’ spending on digital advertising campaigns; |
• | changes in our pricing policies or the pricing policies of our competitors; |
• | the introduction of new technologies, product or service offerings by our competitors; |
• | changes in advertisers’ budget allocations or marketing strategies; |
• | changes and uncertainty in the regulatory environment for us or advertisers; |
• | changes in the economic prospects of our digital properties and advertisers or the economy generally, which could alter current or prospective advertisers’ spending priorities, or could increase the time or costs required to complete sales with digital properties or advertisers; |
• | changes in the availability of advertising inventory or in the cost to reach end consumers through digital advertising; |
• | changes in our capital expenditures as we acquire the hardware, equipment and other assets required to support our business; |
• | costs related to acquisitions of people, businesses or technologies; and |
• | traffic patterns. |
• | a loss of advertisers and digital properties; |
• | fewer user visits to our digital properties; |
• | lower click-through rates; |
• | lower conversion rates; |
• | lower profitability per impression, up to and including negative margins; |
• | lower return on advertising spend for advertisers; |
• | lower price for the advertising inventory we are able to offer to digital properties; |
• | delivery of advertisements that are less relevant or irrelevant to users; |
• | liability for damages or regulatory inquiries or lawsuits; and |
• | harm to our reputation. |
• | actual or anticipated fluctuations in our results of operations; |
• | variance in our financial performance from the expectations of market analysts or others; |
• | announcements by us or our competitors of significant business developments, changes in significant customers, acquisitions or expansion plans; |
• | our involvement in litigation; |
• | our sale of ordinary shares or other securities in the future; |
• | market conditions in our industry; |
• | changes in key personnel; |
• | the trading volume of our ordinary shares; |
• | changes in the estimation of the future size and growth rate of our markets; and |
• | general economic and market conditions. |
• | Israeli corporate law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased; |
• | Israeli corporate 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; |
• | Israeli corporate 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 to be effective upon the closing of the Business Combination divide our directors into three classes, each of which is elected once every three years; |
• | our amended and restated articles of association to be effective upon the closing of the Business Combination generally require a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment of a limited number of provisions, such as the provision empowering our board of directors to determine the size of the board, the provision dividing our directors into three classes, the provision that sets forth the procedures and the requirements that must be met in order for a shareholder to require the Company to include a matter on the agenda for a general meeting of the shareholders and the provisions relating to the election and removal of members of our board of directors and empowering our board of directors to fill vacancies on the board, require a vote of the holders of 65% of our outstanding ordinary shares entitled to vote at a general meeting; |
• | our amended and restated articles of association to be effective upon the closing of the Business Combination do not permit a director to be removed except by a vote of the holders of at least 65% of our outstanding shares entitled to vote at a general meeting of shareholders; and |
• | our amended and restated articles of association to be effective upon the closing of the Business Combination provide that director vacancies may be filled by our board of directors. |
• | challenges caused by distance, language and cultural differences; |
• | longer payment cycles in some countries; |
• | credit risk and higher levels of payment fraud; |
• | compliance with applicable foreign laws and regulations, including laws and regulations with respect to privacy, consumer protection, spam and content, and the risk of penalties to our users and individual members of management if our practices are deemed to be out of compliance; |
• | unique or different market dynamics or business practices; |
• | currency exchange rate fluctuations; |
• | foreign exchange controls; |
• | political and economic instability and export restrictions; |
• | potentially adverse tax consequences; and |
• | higher costs associated with doing business internationally. |
• | the anticipated appointment of Gilad Shany, ION’s Chief Executive Officer, as a member of the board of directors of Taboola; |
• | the continued indemnification of former and current directors and officers of ION and the continuation of directors’ and officers’ liability insurance after the Business Combination; |
• | the fact that the Sponsors and directors of ION have waived their right to redeem any of their Class A Ordinary Shares in connection with a shareholder vote to approve the Business Combination; |
• | the fact that the Sponsors and directors of ION beneficially own or have an economic interest in ION Warrants that they purchased in a private placement prior to, or simultaneously with, the initial public offering of Class A Ordinary Shares (the “IPO”) for which they have no redemption rights in the event an initial business combination is not effected in the required time period; |
• | the fact that the Sponsors and directors of ION paid an aggregate of $25,000 for Class B Ordinary Shares (i.e., the ION founder shares), which immediately prior to the Effective Time will convert into 6,468,750 Class A Ordinary Shares, subject to adjustment, and such securities will have a significantly higher value at the time of the Business Combination, based on the reported closing price of $9.97 per Class A Ordinary Share on NYSE on June 1, 2021; |
• | the fact that the Sponsors and directors of ION paid $7,175,000 for the 7,175,000 ION Warrants that they purchased in a private placement, and each ION Warrant will be assumed by Taboola at the closing of the Business Combination and will be exercisable commencing 30 days following the closing of the Business Combination for one Taboola Ordinary Share at $11.50 per share; and |
• | if the trust account is liquidated, including in the event ION is unable to complete an initial business combination within the required time period, ION Holdings 1, LP (the “ION Sponsor”) has agreed that it will be liable to ION if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which it has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Class A Ordinary Share and (ii) the actual amount per Class A Ordinary Share sold as part of the ION Units in the IPO held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per Class A Ordinary Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. |
• | actual or anticipated fluctuations in Taboola’s quarterly and annual financial results or the quarterly or annual financial results of companies perceived to be similar to Taboola; |
• | changes in the market’s expectations about Taboola’s operating results; |
• | success of competitors; |
• | Taboola’s operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning Taboola or the industries in which Taboola operates in general; |
• | operating and share price performance of other companies that investors deem comparable to Taboola; |
• | Taboola’s ability to market new and enhanced products and services on a timely basis; |
• | changes in laws and regulations affecting Taboola’s business; |
• | commencement of, or involvement in, litigation involving Taboola; |
• | changes in Taboola’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | volume of Taboola Ordinary Shares available for public sale; |
• | any major change in Taboola’s board or management; |
• | sales of substantial amounts of Taboola Ordinary Shares by Taboola’s directors, executive officers or significant shareholders or the perception that such sales could occur; |
• | general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism; and |
• | occurrence of natural disasters, pandemics or other unanticipated catastrophes. |
• | the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement; |
• | negative reactions from the financial markets, including declines in the price of Class A Ordinary Shares due to the fact that current trading prices may reflect a market assumption that the Business Combination will be completed; and |
• | the attention of its management will have been diverted to the Business Combination rather than the pursuit of other opportunities that could have been beneficial to ION. |
• | Taboola’s existing shareholders’ proportionate ownership interest in Taboola may decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding Taboola Ordinary Share may be diminished; and |
• | the trading price of Taboola Ordinary Shares may decline. |
• | our financial performance following the Business Combination; |
• | the impact of the COVID-19 pandemic on our business and the actions we may take in response thereto; and |
• | the outcome of any known and unknown litigation and regulatory proceedings. |
• | the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination; |
• | the outcome of any legal proceedings that may be instituted against ION or Taboola, the combined company or others following the announcement of the Business Combination; |
• | the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ION or to satisfy other conditions to closing; |
• | changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; |
• | the ability to meet stock exchange listing standards following the consummation of the Business Combination; |
• | the risk that the Business Combination disrupts current plans and operations of ION or Taboola as a result of the announcement and consummation of the Business Combination; |
• | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; |
• | costs related to the Business Combination; |
• | changes in applicable laws or regulations; |
• | Taboola’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; |
• | ability to attract new digital properties and advertisers or maintain enough business with existing digital properties and advertisers; |
• | ability to meet minimum guarantee requirements in contracts with digital properties; |
• | intense competition in the digital advertising space, including with competitors who have significantly more resources; |
• | ability to grow and scale Taboola’s ad and content platform through new relationships with advertisers and digital properties; |
• | ability to secure high quality content from advertisers; |
• | ability to make continued investments in Taboola’s AI-powered technology platform; |
• | the need to attract, train and retain highly-skilled technical workforce; |
• | changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; |
• | continued engagement by users who interact with Taboola’s platform on various digital properties; |
• | the impact of the ongoing COVID-19 pandemic; |
• | changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; |
• | ability to enforce, protect and maintain intellectual property rights; |
• | risks related to the fact that we are incorporated in Israel and governed by Israeli law; and |
• | and other risks and uncertainties set forth in the section entitled “Risk Factors” in this proxy statement/prospectus. |
(1) | Proposal No. 1 — The Business Combination Proposal — An Ordinary Resolution to approve, ratify and adopt the Merger Agreement (to which the form of Plan of Merger is appended), a copy of which is attached to this proxy statement as Annex A, and approve the transactions contemplated thereby; and |
(2) | Proposal No. 2 — The Merger Proposal — A Special Resolution to approve the Plan of Merger and to authorize the merger of Merger Sub with and into ION, with ION surviving the merger as a wholly owned subsidiary of Taboola, and the issuance of ordinary shares of Taboola to ION shareholders as merger consideration; and |
(3) | Proposal No. 3 — The Share Capital Proposal — An Ordinary Resolution to approve the alteration of the authorized share capital of ION at the effective time of the Merger (upon its becoming a wholly owned subsidiary of Taboola); and |
(4) | Proposal No. 4 — The Adjournment Proposal — An Ordinary Resolution to approve, if necessary, the adjournment of the meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Merger Proposal. This proposal will only be presented at the meeting if there are not sufficient votes to approve the Business Combination Proposal and the Merger Proposal. |
• | You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your Ordinary Shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your Ordinary Shares, your Ordinary Shares will be voted as recommended by the Board “FOR” the Business Combination Proposal, the Merger Proposal, the Share Capital Proposal and the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the meeting will not be counted. |
• | You Can Attend the Meeting and Vote. |
• | If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the hybrid virtual meeting, go to https://www.cstproxy.com/ionacquisitioncorp1/sm2021, enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend. |
• | Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail |
• | you may send another proxy card with a later date; |
• | you may notify ION’s Secretary in writing before the meeting that you have revoked your proxy; or |
• | you may attend the hybrid virtual meeting, revoke your proxy, and vote, as indicated above. |
• | the anticipated appointment of Gilad Shany, ION’s Chief Executive Officer, as a member of the board of directors of Taboola; |
• | the continued indemnification of former and current directors and officers of ION and the continuation of directors’ and officers’ liability insurance after the Business Combination; |
• | the fact that the Sponsors and directors of ION have waived their right to redeem any of their Class A Ordinary Shares in connection with a shareholder vote to approve the Business Combination; |
• | the fact that the Sponsors and directors of ION beneficially own or have an economic interest in Class A Ordinary Shares and in ION Warrants that they purchased in a private placement prior to, or simultaneously with, the IPO for which they have no redemption rights in the event an initial business combination is not effected in the required time period; |
• | the fact that the Sponsors and directors of ION paid an aggregate of $25,000 for the Class B ordinary shares (i.e., the ION founder shares), which immediately prior to the Effective Time will convert into 6,468,750 Class A Ordinary Shares, subject to adjustment, and such securities will have a significantly higher value at the time of the Business Combination, estimated based on the reported closing price of $9.97 per Class A Ordinary Share on NYSE on June 1, 2021; |
• | the fact that the Sponsors and directors of ION paid $7,175,000 for the 7,175,000 ION Warrants that they purchased in a private placement, and each ION Warrant will be assumed by Taboola at the closing of the Business Combination and will be exercisable commencing 30 days following the closing of the Business Combination for one Taboola Ordinary Share at $11.50 per share; and |
• | if the trust account is liquidated, including in the event ION is unable to complete an initial business combination within the required time period, ION Holdings 1, LP (the “ION Sponsor”) has agreed that it will be liable to ION if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which it has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Class A Ordinary Share and (ii) the actual amount per Class A Ordinary Share sold as part of the ION Units in the IPO held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per Class A Ordinary Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. |