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
|
Chris Van Buren
|
Assaf Naveh
|
|
Davis Polk & Wardwell LLP
|
|
Ran Camchy
|
450 Lexington Avenue
|
|
Meitar | Law Offices
|
New York, New York 10017
|
|
16 Abba Hillel Silver Rd.
|
Tel: (212) 450-4000
|
|
Ramat Gan 52506, Israel
|
|
|
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
|
February 28, 2024
|
Adam Singolda
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Stephen Walker
|
Chief Financial Officer
|
February 28, 2024
|
Stephen Walker
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
/s/ Zvi Limon
|
Chair of the Board of Directors
|
February 28, 2024
|
Zvi Limon
|
|
|
|
|
|
/s/ Erez Shachar
|
Director
|
February 28, 2024
|
Erez Shachar
|
|
|
|
|
|
/s/ Nechemia J. Peres
|
Director
|
February 28, 2024
|
Nechemia J. Peres
|
|
|
|
|
|
/s/ Richard Scanlon
|
Director
|
February 28, 2024
|
Richard Scanlon
|
|
|
|
|
|
/s/ Deirdre Bigley
|
Director
|
February 28, 2024
|
Deirdre Bigley
|
|
|
|
|
|
/s/ Lynda Clarizio
|
Director
|
February 28, 2024
|
Lynda Clarizio
|
|
|
|
|
|
/s/ Gilad Shany
|
Director
|
February 28, 2024
|
Gilad Shany
|
|
|
|
|
|
/s/ Monica Mijaleski
|
Director
|
February 28, 2024
|
Monica Mijaleski
|
|
|
Very truly yours,
|
||
/s/ Meitar | Law Offices
Meitar | Law Offices
|
February 28, 2024
|
/s/ Kost Forer Gabbay & Kasierer
|
|
|
Tel-Aviv, Israel
|
A Member of EY 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)
|
14,783,531
|
$4.69
|
$69,334,760.39
|
0.00014760
|
$10,233.81
|
|
Total Offering Amounts
|
|
|
|
|
$10,233.81
|
|
|
Total Fee Offsets
|
|
|
|
|
-
|
|
|
Net Fee Due
|
|
|
|
|
$10,233.81
|
(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 February 23, 2024.
|