State of Israel | | | Not applicable |
(State or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification Number) |
Michael Kaplan Lee Hochbaum Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 | | | Shachar Hadar Assaf Naveh Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: (+972) (3) 610-3100 |
Large accelerated filer ☐ | | | Accelerated filer ☒ |
Non-accelerated filer ☐ | | | Smaller reporting company ☐ |
| | Emerging growth company ☐ |
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• | amendments to the articles of association; |
• | appointment, terms of service and termination of services of auditors; |
• | appointment of directors, including external directors (if applicable); |
• | approval of certain related party transactions; |
• | increases or reductions of authorized share capital; |
• | a merger; and |
• | the exercise of the board of director’s powers by a general meeting, if the board of directors is unable to exercise its powers and the exercise of any of its powers is required for proper management of the company. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
• | if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Redemption Procedures—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the notice of redemption is sent to the warrant holders. |
• | in whole and not in part; |
• | at a price of $0.10 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of the ordinary shares except as otherwise described below; and |
• | if, and only if, the closing price of the ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Redemption Procedures—Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before the notice of redemption is sent to the warrant holders. |
Redemption Date | | | Fair Market Value of Toboola Ordinary Shares | ||||||||||||||||||||||||
(Period to expiration of warrants) | | | $10.00> | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00< |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 month | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
| | Ordinary Shares | | | Warrants to Purchase Ordinary Shares | |||||||||||||||||||
Name | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
ION Holdings 1, LP(1) | | | — | | | — | | | — | | | — | | | 5,656,500 | | | 5,656,500 | | | — | | | — |
ION Co-Investment LLC(2) | | | — | | | — | | | — | | | — | | | 864,154 | | | 864,154 | | | — | | | — |
* | Denotes less than 1% of beneficial ownership of the Company’s ordinary shares. |
(1) | The address of ION Holdings 1, LP is 89 Medinat Hayehudim St., Herzeliya, 4676672 Israel. |
(2) | The address of ION Co-Investment LLC is 89 Medinat Hayehudim St., Herzeliya,4676672 I Israel. |
• | certain financial institutions; |
• | dealers or traders in securities who use a mark-to-market method of tax accounting; |
• | tax-exempt entities, private foundations, “individual retirement accounts” or “Roth IRAs”; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | mutual funds; |
• | pension plans; |
• | regulated investment companies or real estate investment trusts; |
• | entities classified as partnerships for U.S. federal income tax purposes and their partners; |
• | U.S. expatriates or former long-term residents of the United States; |
• | persons that own or are deemed to own 10% or more of our shares (by vote or value); |
• | the Sponsor or its affiliates, officers or directors; |
• | S corporations; |
• | persons that acquired our ordinary shares or warrants, as the case may be, pursuant to any employee share option or otherwise as compensation; |
• | persons holding our ordinary shares or warrants as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to our ordinary shares or warrants; |
• | U.S. Holders (as defined below) whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
• | “specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax; or |
• | persons owning shares in connection with a trade or business conducted outside of the United States. |
• | a citizen or individual resident of the United States; |
• | a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in place to be treated as a U.S. person. |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for our ordinary shares or warrants; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
• | a non-resident alien individual, other than a former citizen or resident of the U.S. subject to U.S. tax as an expatriate, |
• | a foreign corporation, or |
• | an estate or trust that is not a U.S. Holder. |
(i) | the gain is effectively connected with the conduct of a trade or business of the Non-U.S. Holder in the United States, and, if provided in an applicable income tax treaty, is attributable to a “permanent establishment” or a “fixed base” maintained by the Non-U.S. Holder in the United States; or |
(ii) | the Non-U.S. Holder is an individual who is treated as present in the U.S. for 183 days or more during the taxable year of disposition and certain other conditions are met, in which case such gain (which gain may be offset by certain U.S.-source losses) generally will be taxed at a 30% rate (or lower applicable treaty rate). |
• | amortization of the cost of a purchased patent, rights to use a patent, and know-how, which were purchased in good faith and are used for the development or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised; |
• | under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies; and |
• | expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering. |
• | the expenditures are approved by the relevant Israeli government ministry, determined by the field of research; |
• | the research and development must be for the promotion of the company; and |
• | the research and development is carried out by or on behalf of the company seeking such tax deduction. |
• | The amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested in an asset depreciable under the general depreciation rules of the Ordinance. Expenditures that are unqualified under the conditions above are deductible in equal amounts over three years. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for their account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | broker-dealers may agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per security; |
• | a combination of any such methods of sale; and |
• | any other method permitted by applicable law. |
• |
• | our Report on Form 8-K filed with the SEC on January 17, 2023; and |
• | our Registration Statement on Form 8-A filed with the SEC on June 29, 2021 and any amendment or report filed for the purpose of updating such description. |
Item 14. | Other Expenses of Issuance and Distribution |
| | Amount to Be Paid | |
SEC registration fee | | | $12,719.31 |
FINRA filing fee | | | * |
Printing expenses | | | * |
Legal fees and expenses (including Blue Sky fees) | | | * |
Accounting fees and expenses | | | * |
Trustee and transfer agent and registrar fees and expenses | | | * |
Miscellaneous | | | * |
Total | | | $ * |
* | To be provided in the prospectus filed hereunder. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit Number | | | Description |
| | Agreement and Plan of Merger, dated as of January 25, 2021, by and among Taboola.com Ltd., Toronto Sub Ltd., and ION Acquisition Corp. 1 Ltd. (incorporated by reference to Exhibit 2.1 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | First Amendment to Agreement and Plan of Merger, dated as of April 27, 2021, by and among Taboola.com Ltd., Toronto Sub Ltd., and ION Acquisition Corp. 1 Ltd. (incorporated by reference to Exhibit 2.2 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | 12th Amended and Restated Articles of Taboola.com Ltd.(incorporated by reference to Exhibit 3.1 to Taboola.com Ltd.’s Form 8-K filed with the SEC on January 17, 2023). | |
| | Omnibus Agreement, dated as of November 28, 2022, by and among Taboola.com Ltd., College Top Holdings, Inc., and Yahoo AdTech JV, LLC (incorporated by reference to Exhibit 10.1 to Taboola.com Ltd.’s Form 8-K filed with the SEC on January 17, 2023)* | |
| | Warrant Agreement, dated as of October 1, 2020, between Continental Stock Transfer & Trust Company and ION Acquisition Corp. 1 Ltd. (incorporated by reference to Exhibit 4.4 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | Specimen Ordinary Share Certificate of Taboola.com Ltd. (incorporated by reference to Exhibit 4.5 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | Specimen Warrant Certificate of Taboola.com Ltd. (incorporated by reference to Exhibit 4.6 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | Form of Assignment, Assumption and Amendment Agreement, by and among Taboola.com Ltd, ION Acquisition Corp. 1 Ltd and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.7 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | Form of Letter Agreement (incorporated by reference to Exhibit 4.9 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | Amended and Restated Investors’ Rights Agreement, dated as of January 25, 2021, by and among Taboola.com Ltd and certain shareholders of Taboola.com Ltd. (incorporated by reference to Exhibit 4.10 to Taboola.com Ltd.’s Form F-4 filed with the SEC on April 30, 2021, as amended). | |
| | Investor Rights Agreement, dated as of January 17, 2023 by and between Taboola.com Ltd. and College Top Holdings, Inc. (incorporated by reference to Exhibit 10.2 to Taboola.com Ltd.'s Form 8-K filed with the SEC on January 17, 2023)* | |
| | Opinion of Meitar Law Offices as to the validity of the Taboola.com Ltd. ordinary shares (incorporated by reference to Exhibit 5.1 to Taboola.com Ltd.’s Form F-1 filed with the SEC on July 13, 2021, as amended). | |
| | Opinion of Davis Polk & Wardwell LLP as to the validity of the Taboola.com Ltd. warrants (incorporated by reference to Exhibit 5.2 to Taboola.com Ltd.’s Form F-1 filed with the SEC on July 13, 2021, as amended). |
Exhibit Number | | | Description |
| | Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered accounting firm for Taboola.com. Ltd. | |
| | Consent of Meitar Law Offices (included in Exhibit 5.1). | |
| | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2). | |
| | Power of Attorney (included on signature page to Taboola.com Ltd.’s Form F-1 filed with the SEC on July 13, 2021, as amended). | |
| | Filing Fee Table |
* | Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request. In addition, certain portions of the exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby undertakes to furnish supplementally an unredacted copy of the exhibit upon request by the Securities and Exchange Commission. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(1) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(2) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless, in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | TABOOLA.COM LTD. | |||||||
| | | | | | ||||
| | By: | | | /s/ Stephen Walker | ||||
| | | | Name: | | | Stephen Walker | ||
| | | | Title: | | | Chief Financial Officer |
Name | | | Position |
| | ||
* | | | Chief Executive Officer and Director (Principal Executive Officer) |
Adam Singolda | | ||
| | ||
/s/ Stephen Walker | | | Chief Financial Officer (Principal Financial and Accounting Officer) |
Stephen Walker | | ||
| | ||
* | | | Chairman of the Board of Directors |
Zvi Limon | | | |
| | ||
* | | | Director |
Erez Shachar | | | |
| | ||
* | | | Director |
Nechemia J. Peres | | | |
| | ||
* | | | Director |
Richard Scanlon | | | |
| | ||
* | | | Director |
Dierdre Bigley | | | |
| | ||
* | | | Director |
Lynda Clarizio | | | |
| | ||
* | | | Director |
Gilad Shany | | | |
| | ||
| | Director | |
Monica Mijaleski | | | |
| | ||
/s/ Stephen Walker | | | Authorized Representative in the United States and Attorney-in-Fact |
Stephen Walker | |
March 13, 2023
|
/s/ Kost Forer Gabbay & Kasierer
|
Tel-Aviv, Israel
|
A Member of Ernst & Young Global
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
||||||||||||
Fees to be Paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
Fees Previously Paid
|
—
|
—
|
—
|
—
|
—
|
—
|
— |
—
|
||||
Carry Forward Securities
|
||||||||||||
Carry Forward Securities
|
Equity
|
Warrants to purchase Ordinary Shares
|
415(a)
|
7,175,000 (1)
|
—(2)
|
—(2)
|
F-3
|
333-257879
|
September 2, 2021
|
—(2)
|
||
Equity
|
Ordinary Shares, no par value per share, underlying warrants to purchase Ordinary Shares
|
415(a)
|
12,350,000 (3)
|
$116,584,000 (3)
|
$12,719.31
|
F-3
|
333-257879
|
September 2, 2021
|
$12,719.31
|
|||
Total Offering Amounts
|
$116,584,000
|
$12,719.31
|
||||||||||
Total Fees Previously Paid
|
$12,719.31
|
|||||||||||
Total Fees Offsets
|
$0
|
|||||||||||
Net Fee Due
|
$0
|