UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Taboola.com Ltd.
(Name of Issuer)
ORDINARY SHARES, NO PAR VALUE
(Title of Class of Securities)
M8744T106
(CUSIP Number)
December 31, 2023
(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)
x 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 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker Lantern 1 Ltd. | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 320,642 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 320,642 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 320,642 | |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% (2) | |
| 12. |
TYPE OF REPORTING PERSON OO |
(1) Shares held directly by Marker Lantern 1 Ltd. (“Marker 1”).
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 3 of 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker Lantern Management Ltd. | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 320,642 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 320,642 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 320,642 | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% (2) | |||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||
(1) Shares held directly by Marker 1. Marker Lantern Management Ltd. (“Marker Management”) is the manager of Marker 1 and may be deemed to beneficially own the shares held by Marker 1.
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 4 of 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker Lantern II Ltd. | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 367,886 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 367,886 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,886 (1) | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% (2) | |||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||
(1) Shares held directly by Marker Lantern II Ltd. (“Marker II”).
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 5 of 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker Lantern II Manager Ltd. | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 367,886 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 367,886 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,886 (1) | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% (2) | |||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||
(1) Shares held directly by Marker II. Marker Lantern II Manager Ltd. (“Marker II Manager”) is the manager of Marker II and may be deemed to beneficially own the shares held by Marker II.
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G
|
Page 6 of 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker II LP Taboola Series E LP | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 1,254,300 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 1,254,300 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,254,300 (1) | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% (2) | |||||
| 12. |
TYPE OF REPORTING PERSON PN | |||||
(1) Shares held directly by Marker II LP Taboola Series E LP (“Marker II TSE”).
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 7 of 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker II GP, Ltd. | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 1,254,300 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 1,254,300 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0
| |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,254,300 (1) | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% (2) | |||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||
(1) Shares held directly by Marker II TSE. Marker II GP, Ltd. (“Marker II GP”) is the general partner of Maker II TSE and may be deemed to beneficially own the shares held by Marker II TSE.
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 8 of 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker Follow-On Fund LP | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 510,512 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 510,512 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 510,512 (1) | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% (2) | |||||
| 12. |
TYPE OF REPORTING PERSON PN | |||||
(1) Shares held directly by Marker Follow-On Fund LP (“Marker Follow-On”).
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 9 of 13 Pages |
| 1. |
NAMES OF REPORTING PERSONS Marker Follow-On Fund GP, Ltd. | |||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
| 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 510,512 (1) | ||||
| 6. |
SHARED VOTING POWER 0 | |||||
| 7. |
SOLE DISPOSITIVE POWER 510,512 (1) | |||||
| 8. |
SHARED DISPOSITIVE POWER 0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 510,512 (1) | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% (2) | |||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||
(1) Shares held directly by Marker Follow-On. Marker Follow-On Fund GP, Ltd. (“Marker Follow-On GP”) is the general partner of Maker Follow-On and may be deemed to beneficially own the shares held by Marker Follow-On.
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 10 of 13 Pages |
| 1. | NAMES OF REPORTING PERSONS Richard Scanlon | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 3,715,109 (1) | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 3,715,109 (1) | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,715,109 (1) | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2% (2) | |
| 12. | TYPE OF REPORTING PERSON IN |
(1) Consists of: 320,642 shares held directly by Marker 1; 367,886 shares held directly by Marker II; 1,254,300 shares held directly by Marker II TSE; 510,512 shares held directly by Marker Follow-On; and 1,261,769 shares held directly or indirectly by Richard Scanlon. Mr. Scanlon is the sole director of each of Marker Management, Marker II Manager, Marker II GP and Marker Follow-On GP and, in such capacity, controls each of these entities and may be deemed to beneficially own such shares.
(2) The percent of class was calculated based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 11 of 13 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) | Marker Lantern 1 Ltd. (“Marker 1”), Marker Lantern Management Ltd. (“Marker Management”), Marker Lantern II Ltd. (“Marker II”), Marker Lantern II Manager Ltd. (“Marker II Manager”), Marker II LP Taboola Series E LP (“Marker II TSE”), Marker II GP, Ltd. (“Marker II GP”), Marker Follow-On Fund LP (“Marker Follow-On”), Marker Follow-On Fund GP, Ltd. (“Marker Follow-On GP” and, collectively with Marker 1, Marker Management, Marker II, Marker II Manager, Marker II TSE, Marker II GP and Marker Follow-On, the “Marker Entities”) and Richard Scanlon (“Scanlon” and, collectively with the Marker Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (b) |
The principal business address of each of the Reporting Persons is c/o Marker, 10 East 53rd Street, 14th Floor, New York, NY 10022. | |
| (c) | Each of the Marker Entities are organized under the laws of the Cayman Islands. Scanlon is a United States citizen. | |
| (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: |
| Item 4. | Ownership. |
| (a) Amount beneficially owned: See Row 9 of pages 2-10 | |
| (b) Percent of class: See Row 11 of pages 2-10 | |
| (c) Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of pages 2-10 | |
| (ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-10 | |
| (iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-10 | |
| (iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-10 |
| CUSIP No. M8744T106 | SCHEDULE 13G | Page 12 of 13 Pages |
| 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. x
| 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 13 of 13 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.
| Dated: February 14, 2024 | ||
| Marker Lantern 1 Ltd. | ||
| By: Marker Lantern Management Ltd., its manager | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Lantern Management Ltd. | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Lantern II Ltd. | ||
| By: Marker Lantern II Manager Ltd., its manager | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Lantern II Manager Ltd. | |
| /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory |
| Marker II Taboola Series E LP | ||
| By Marker II GP, Ltd., its general partner | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker II GP, Ltd. | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Follow-On Fund LP | ||
| By Marker Follow-On Fund GP, Ltd., its general partner | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Follow-On Fund GP, Ltd. | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| /s/ Richard Scanlon | |
| Richard Scanlon |
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 14th day of February, 2024.
| Marker Lantern 1 Ltd. | ||
| By: Marker Lantern Management Ltd., its manager | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Lantern Management Ltd. | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Lantern II Ltd. | ||
| By: Marker Lantern II Manager Ltd., its manager | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Lantern II Manager Ltd. | |
| /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory |
| Marker II Taboola Series E LP | ||
| By Marker II GP, Ltd., its general partner | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker II GP, Ltd. | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Follow-On Fund LP | ||
| By Marker Follow-On Fund GP, Ltd., its general partner | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| Marker Follow-On Fund GP, Ltd. | ||
| By: | /s/ Richard Scanlon | |
| Richard Scanlon / Authorized Signatory | ||
| /s/ Richard Scanlon | |
| Richard Scanlon |