UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 29, 2021
ION ACQUISITION CORP 1 LTD.
(Exact name of registrant as specified in
its charter)
Cayman Islands
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001-39581
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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89 Medinat Hayehudim
Herzliya 4676672, Israel
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: +972 (9) 970-3620
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
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IACA.U
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The New York Stock Exchange
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Class A ordinary share, par value $0.0001 per share
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IACA
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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IACA WS
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
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 from
the 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 looking
statements 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.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ION ACQUISITION CORP 1 LTD.
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By:
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/s/ Anthony Reich
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Name:
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Anthony Reich
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Title:
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Chief Financial Officer
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Date: January 29, 2021
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