UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
Taboola.com Ltd.
(Name of Issuer)
ORDINARY SHARES, NO PAR VALUE
(Title of Class of Securities)
M8744T106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 2 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Evergreen Venture Partners Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Israel | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
24,275,381 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
24,275,381 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,275,381 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.48% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | The percent of class was calculated based on 231,640,546 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuer’s Form 424(b)(3) prospectus supplement filed with the Securities and Exchange Commission on November 23, 2021. |
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Evergreen 5 G.P. Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Israel | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
24,275,381 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
24,275,381 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,275,381 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.48% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | The percent of class was calculated based on 231,640,546 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuer’s Form 424(b)(3) prospectus supplement filed with the Securities and Exchange Commission on November 23, 2021. |
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Evergreen V GP, LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
24,275,381 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
24,275,381 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,275,381 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.48% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 231,640,546 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuer’s Form 424(b)(3) prospectus supplement filed with the Securities and Exchange Commission on November 23, 2021. |
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 5 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Evergreen V, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
21,822,632 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
21,822,632 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,822,632 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.42% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 231,640,546 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuer’s Form 424(b)(3) prospectus supplement filed with the Securities and Exchange Commission on November 23, 2021. |
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 6 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Evergreen VA, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,452,749 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,452,749 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,452,749 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.06% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 231,640,546 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuer’s Form 424(b)(3) prospectus supplement filed with the Securities and Exchange Commission on November 23, 2021. |
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 7 of 9 Pages |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| Taboola.com Ltd. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 16 Madison Square West 7th Floor New York, NY 10010 | ||||
| Item 2. | Filing Person | |||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||
| (i) Evergreen Venture Partners Ltd. (“EVP Ltd.”). (ii) Evergreen 5 G.P. Ltd. (“Evergreen 5 GP”). (iii) Evergreen V GP, LP (“Evergreen V GP”). (iv) Evergreen V, L.P. (“Evergreen V”). (v) Evergreen VA, L.P. (“Evergreen VA”).
Evergreen 5 GP is the general partner of Evergreen V GP, which is the general partner of each of Evergreen V and Evergreen VA. EVP Ltd. is the sole shareholder of Evergreen 5 GP. Each of Evergreen V GP, Evergreen 5 GP and EVP Ltd. may be deemed to have voting and dispositive power over the shares held by Evergreen V and Evergreen VA.
EVP Ltd. and Evergreen 5 GP are organized under the laws of Israel. Evergreen V GP, Evergreen V and Evergreen VA are organized under the laws of the Cayman Islands. The address of the principal business and the principal office of the Reporting Persons is 13 Zarchin St., Building A, 7th Floor, Raanana, 4366241, Israel. | ||||
| (d) | Title of Class of Securities: | |||
| Ordinary Shares, no par value | ||||
| (e) | CUSIP Number:
M8744T106 | |||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable. | |||
| Item 4. | Ownership. | |||
| (a) — (c) | Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 8 of 9 Pages |
| Number of Shares Beneficially Owned |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Percentage of Ordinary Shares Outstanding |
|||||||||||||||||||
| EVP Ltd. |
24,275,381 | 24,275,381 | — | 24,275,381 | — | 10.48 | % | |||||||||||||||||
| Evergreen 5 GP |
24,275,381 | 24,275,381 | — | 24,275,381 | — | 10.48 | % | |||||||||||||||||
| Evergreen V GP |
24,275,381 | 24,275,381 | — | 24,275,381 | — | 10.48 | % | |||||||||||||||||
| Evergreen V |
21,822,632 | 21,822,632 | — | 21,822,632 | — | 9.42 | % | |||||||||||||||||
| Evergreen VA |
2,452,749 | 2,452,749 | — | 2,452,749 | — | 1.06 | % | |||||||||||||||||
The percent of class was calculated based on 231,640,546 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuer’s Form 424(b)(3) prospectus supplement filed with the Securities and Exchange Commission on November 23, 2021.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| EVERGREEN VENTURE PARTNERS LTD. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN 5 G.P. LTD. |
| By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN V GP, LP |
| By: Evergreen 5 G.P. Ltd. By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN V, L.P. |
| By: Evergreen V GP, LP By: Evergreen 5 G.P. Ltd. |
| By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN VA, L.P. |
| By: Evergreen V GP, LP |
| By: Evergreen 5 G.P. Ltd. |
| By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
EXECUTED as of this 15th day of February, 2022.
| EVERGREEN VENTURE PARTNERS LTD. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN 5 G.P. LTD. |
| By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN V GP, LP |
| By: Evergreen 5 G.P. Ltd. By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN V, L.P. |
| By: Evergreen V GP, LP By: Evergreen 5 G.P. Ltd. |
| By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |
| EVERGREEN VA, L.P. |
| By: Evergreen V GP, LP |
| By: Evergreen 5 G.P. Ltd. |
| By: Evergreen Venture Partners Ltd. |
| /s/ Erez Shachar and /s/ Amichai Hammer |
| Name: Erez Shachar and Amichai Hammer Title: Directors |