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United States securities and exchange commission logo
May 17, 2021
Adam Singolda
Chief Executive Officer
Taboola.com Ltd.
16 Madison Square West, 7th Floor
New York, NY 10010
Re: Taboola.com Ltd.
Registration
Statement on Form F-4
Filed April 30,
2021
File No. 333-255684
Dear Mr. Singolda:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless otherwise
noted, where prior comments are referred to they refer to our letter
dated April 9, 2021.
Registration Statement on Form F-4
Prospectus Summary
Recent Developments, page 7
1. Wherever GAAP measures
are disclosed along with non-GAAP measures, please clearly
differentiate between
the two and present the most directly comparable financial measure
so that the non-GAAP
measure is not given greater prominence. We note one or both of
these issues in several
places throughout your filing including, but not limited to, pages 7,
71, 120, 139, 142, 145,
148-149 and 159. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
2. We note your disclosure
of preliminary financial results for the period ended March 31,
2021. Your presentation
of preliminary results should include sufficient narrative
Adam Singolda
FirstName LastNameAdam Singolda
Taboola.com Ltd.
Comapany
May NameTaboola.com Ltd.
17, 2021
May 17,
Page 2 2021 Page 2
FirstName LastName
disclosure to provide appropriate context. In this regard, you should
provide your analysis
of the preliminary results so that investors can understand what they
mean. For example,
indicate whether the preliminary results are consistent with the trend
disclosure in
Management s Discussion and Analysis of Financial Condition and
Results of Operations.
Taboola's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Non-GAAP Financial Measures
ex-TAC Gross Profit, page 143
3. In the portion of your table that reconciles GAAP revenue to GAAP
gross profit, please
revise to remove the phrase "adjusted to exclude the following." The
inclusion of the
phrase could cause GAAP gross profit to be confused with a non-GAAP
measure. Please
make similar revisions on page 159 and elsewhere as appropriate.
4. You explain the usefulness of ex-TAC Gross Profit and Ratio of
Adjusted EBITDA to ex-
TAC Gross Profit by indicating that they better reflect the revenue
that ultimately flows to
you. Since you have acknowledged that these measures are more akin to
profitability
measures, it is unclear why you reference revenues rather than
profitability. Please revise
accordingly both here and elsewhere throughout your filing as
appropriate.
Adjusted EBITDA and Ratio of Adjusted EBITDA to ex-TAC Gross Profit, page 144
5. We note your response to prior comment 5. Please revise to disclose
the most directly
comparable GAAP measure to Ratio of Adjusted EBITDA to ex-TAC Gross
Profit, which
appears to be Net Income (Loss) to GAAP Gross Profit. The most
directly comparable
GAAP measure should be disclosed with greater prominence wherever
ex-TAC Gross
Profit is disclosed or discussed.
Exhibits
6. We note your response to prior comment 2. Please revise exhibit 3.2 to
clarify that the
exclusive forum provision does not apply to Exchange Act claims or
advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Adam Singolda
Taboola.com Ltd.
May 17, 2021
Page 3
You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at 202-551-3815
with any other
questions.
Sincerely,
FirstName LastNameAdam Singolda
Division of
Corporation Finance
Comapany NameTaboola.com Ltd.
Office of Technology
May 17, 2021 Page 3
cc: Senet S. Bischoff, Esq.
FirstName LastName