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United States securities and exchange commission logo
April 9, 2021
Adam Singolda
Chief Executive Officer
Taboola.com Ltd.
16 Madison Square West, 7th Floor
New York, NY 10010
Re: Taboola.com Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted March 25,
2021
CIK No. 0001840502
Dear Mr. Singolda:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4
Unaudited Historical Comparative and Pro Forma Combined Per Share Data
of ION and
Taboola, page 8
1. Please disclose
equivalent pro forma per share data for Taboola pursuant to Part I.A Item
3(f) of Form F-4. Also,
disclose the ratio of the shares of ION common stock to be issued
for a share of Taboola.
Risk Factors
Our amended and restated articles of association..., page 36
2. We are unable to locate
disclosure responsive to prior comment 5. Please advise or revise.
Adam Singolda
Taboola.com Ltd.
April 9, 2021
Page 2
3. We note your response to prior comment 26. Please revise your disclosure
in the filing
and in exhibit 3.2 to clarify that the exclusive forum provision does not
apply to Exchange
Act claims or advise.
Non-GAAP Financial Measures, page 140
4. We note your response to prior comment 15. Please revise the name of your
ex-TAC
revenues measure to reflect its nature as being more akin to gross
profit. Please also
revise to reconcile this measure to gross profit, which appears to be the
most comparable
GAAP measure.
5. As a related matter, please revise to the title of your measure Adjusted
EBITDA margin to
reflect that the denominator is a non-GAAP measure more akin to gross
profit. The
current terminology suggests it is Adjusted EBITDA as a percentage of
revenues, similar
to your calculation of net income margin. Please also revise to explain
what the measure
is intended to represent and why it is useful to investors.
Unaudited Pro Forma Combined Financial Information, page 158
6. Please revise your ownership table on page 160 to clarify how you
calculated the number
of Taboola ordinary shares outstanding at closing that are attributable
to existing Taboola
Shareholders and PIPE investors. Similarly revise your footnotes 1 and 2
to the pro forma
EPS table on page 167 to clarify how you determined the basic and diluted
weighted
average shares outstanding attributable to Taboola Shareholders.
You may contact Lisa Etheredge, Senior 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
April 9, 2021 Page 2
cc: Senet S. Bischoff
FirstName LastName