State of Israel
|
7370
|
Not applicable
|
(State or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification Number)
|
Michael Kaplan
|
Shachar Hadar
|
|
Lee Hochbaum
|
Assaf Naveh
|
|
Davis Polk & Wardwell LLP
|
Meitar | Law Offices
|
|
450 Lexington Avenue
|
16 Abba Hillel Silver Rd.
|
|
New York, New York 10017
|
Ramat Gan 52506, Israel
|
|
Tel: (212) 450-4000
|
Tel: (+972) (3) 610-3100
|
Large accelerated filer ☐
|
Accelerated filer
|
☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
|
Emerging growth company ☐
|
Item 3. |
Incorporation of Documents by Reference.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 8. |
Exhibits.
|
Exhibit
Number
|
|
4.1
|
|
5.1
|
|
23.1
|
|
23.2
|
|
24.1
|
|
99.1
|
|
107.1
|
Taboola.com Ltd.
|
|||
By:
|
/s/ Stephen Walker
|
||
Name:
|
Stephen Walker
|
||
Title:
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
/s/ Adam Singolda
|
Founder, Chief Executive Officer & Director
|
March 13, 2023
|
Adam Singolda
|
(Principal Executive Officer)
|
|
/s/ Stephen Walker
|
Chief Financial Officer
|
March 13, 2023
|
Stephen Walker
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
/s/ Zvi Limon
|
Chair of the Board of Directors
|
March 13, 2023
|
Zvi Limon
|
||
/s/ Erez Shachar
|
Director
|
March 13, 2023
|
Erez Shachar
|
||
/s/ Nechemia J. Peres
|
Director
|
March 13, 2023
|
Nechemia J. Peres
|
||
/s/ Richard Scanlon
|
Director
|
March 13, 2023
|
Richard Scanlon
|
||
/s/ Deirdre Bigley
|
Director
|
March 13, 2023
|
Deirdre Bigley
|
||
/s/ Lynda Clarizio
|
Director
|
March 13, 2023
|
Lynda Clarizio
|
||
/s/ Gilad Shany
|
Director
|
March 13, 2023
|
Gilad Shany
|
||
/s/ Monica Mijaleski
|
Director
|
March 13, 2023
|
Monica Mijaleski
|
Very truly yours,
|
||
/s/ Meitar | Law Offices
|
March 13, 2023
|
/s/ Kost Forer Gabbay & Kasierer
|
Tel-Aviv, Israel
|
A Member of Ernst & Young Global
|
Security
Type
|
Security Class
Title(1)
|
Fee
Calculation
Rule
|
Amount
Registered(2)
|
Proposed
Maximum
Offering Price
Per Unit(3)
|
Maximum Aggregate
Offering Price
|
Fee Rate
|
Amount of
Registration
Fee
|
Equity
|
Ordinary Shares,
no par value, to
be issued in
connection with
the 2021 Plan
|
Rule 457(c) and
Rule 457(h)
|
12,706,693
|
$2.91
|
$36,976,476.63
|
0.00011020
|
$4,074.81
|
Total Offering Amounts
|
$4,074.81
|
||||||
Total Fee Offsets
|
-
|
||||||
Net Fee Due
|
$4,074.81
|
(1) |
Represents additional shares of the Registrant’s ordinary shares that may become issuable under the Registrant’s 2021 Share Incentive Plan.
|
(2) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional ordinary shares of the Registrant that become
issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an
increase in the number of the outstanding ordinary shares of the Registrant.
|
(3) |
Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s ordinary shares as reported on NASDAQ
on March 10, 2023.
|