Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto is an updated investor presentation, dated
January 2021, prepared in respect of the proposed transaction involving
Taboola.com Ltd. ("Taboola") and ION Acquisition Corp 1 Ltd. ("ION" and, such
transaction, the "Business Combination").
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under
that section, and shall not be deemed to be incorporated by reference into the
filings of ION under the Securities Act or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report on Form 8-K
will not be deemed an admission as to the materiality of any information in this
Item 7.01 and Exhibit 99.1 attached hereto.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, ION intends to file with
the Securities and Exchange Commission ("SEC") the Registration Statement on
Form F-4 required to be prepared in connection with the proposed transaction
(the "Registration Statement") which will include a proxy statement/prospectus
and certain other related documents, which will include both the proxy statement
to be distributed to holders of shares of ION Class A Shares in connection with
ION's solicitation of proxies for the vote by ION's shareholders with respect to
the Business Combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the offer and sale
of the securities of Taboola to be issued in the Business Combination. ION's
shareholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy
statement/prospectus, as these materials will contain important information
about Taboola, ION and the Business Combination. After the Registration
Statement is declared effective, the definitive proxy statement/prospectus will
be mailed to shareholders of ION as of a record date to be established for
voting on the Business Combination and other matters as may be described in the
Registration Statement. Shareholders of ION will also be able to obtain copies
of the proxy statement/prospectus and other documents filed with the SEC that
may be incorporated by reference therein, without charge, once available, at the
SEC's web site at www.sec.gov, or by directing a request to: ION Acquisition
Corp 1 Ltd., 89 Medinat Hayehudim Street, Herzliya 4676672, Israel, Attention:
Secretary, +972 (9) 970-3620.
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Participants in the Solicitation
ION and its directors and executive officers may be deemed participants in the
solicitation of proxies from ION's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in ION is contained in ION's registration
statement on Form S-1, which was filed with the SEC on October 1, 2020 and is
available free of charge at the SEC's website at www.sec.gov, or by directing a
request to ION Acquisition Corp 1 Ltd., 89 Medinat Hayehudim Street, Herzliya
4676672, Israel, Attention: Secretary, +972 (9) 970-3620. Additional information
regarding the interests of such participants will be contained in the
Registration Statement when available.
Taboola and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies fromthe shareholders of ION in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the Business
Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. ION's and Taboola's actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on
these forward lookingstatements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast," "anticipate," "intend,"
"plan," "may," "will," "could," "should," "believes," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, ION's and Taboola's expectations with respect to future performance
and anticipated financial impacts of the Business Combination, the satisfaction
of the closing conditions to the Business Combination, and the timing of the
completion of the Business Combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside
ION's and Taboola's control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement or could otherwise cause the Business Combination to fail
to close; (2) the outcome of legal proceedings that have or may be instituted
against ION and Taboola; (3) the inability to complete the Business Combination,
including due to failure to obtain the requisite approval of shareholders or
other conditions to closing in the Merger Agreement; (4) the receipt of an
unsolicited offer from another party for an alternative business transaction
that could interfere with the Business Combination; (5) the inability to obtain
or maintain the listing of the ordinary shares of the post-acquisition company
on The New York Stock Exchange following the Business Combination; (6) the risk
that the announcement and consummation of the Business Combination disrupts
current plans and operations; (7) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other
things, competition, the ability of the combined company to grow and manage
growth profitably and retain its key employees; (8) costs related to the
Business Combination; (9) changes in applicable laws or regulations; (10) the
possibility that Taboola or the combined company may be adversely affected by
other economic, business, competitive and/or factors such as the COVID-19
pandemic; and (11) other risks and uncertainties indicated from time to time in
the proxy statement/prospectus relating to the Business Combination, including
those under "Risk Factors" in the Registration Statement, and in ION's other
filings with the SEC. ION cautions that the foregoing list of factors is not
exclusive. ION cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. ION does not
undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect any change in
its expectations or any change in events, conditions or circumstances on which
any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption therefrom.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Investor Presentation, dated January 2021
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