Item 7.01 Regulation FD Disclosure.
On May 3, 2021, Taboola.com Ltd., a company organized under the
laws of the State of Israel (“Taboola”), issued a press release announcing that on April 30, 2021, a registration
statement on Form F-4 (the “Registration Statement”) was filed with the Securities and Exchange Commission (the
“SEC”), which includes a preliminary proxy statement/prospectus of ION Acquisition Corp 1 Ltd., a Cayman Islands
exempted company (the “Company”), in connection with the proposed business combination (the “Business
Combination”) with Taboola and Toronto Sub Ltd., a Cayman Islands exempted company and a direct, wholly-owned subsidiary
of Taboola. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference hereby.
The information in this Item 7.01, including Exhibit 99.1, is furnished
and 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 the Company under the Securities Act of 1933, as amended, 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 of
the information contained in this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and Where
to Find It
In connection with the Business Combination, the Company filed with
the SEC the Registration Statement, which includes both the proxy statement to be distributed to holders of shares of the Company’s
Class A Shares in connection with its solicitation of proxies for the vote by the Company’s shareholders with respect to the Business
Combination and other matters as 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, and certain other related documents. The Company’s shareholders
and other interested persons are advised to read 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,
the Company and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus
will be mailed to the Company’s shareholders as of a record date to be established for voting on the Business Combination and other
matters as described in the Registration Statement. The Company’s shareholders of 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
The Company and its directors and executive officers may be deemed
participants in the solicitation of proxies from the Company’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 the Company is contained in its 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 is contained in the Registration Statement.
Taboola and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the Company’s shareholders 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 is contained
in the Registration Statement.
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. The Company’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,
the Company’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 the Company’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 the Company and Taboola; (3) the inability to complete
the Business Combination, including due to failure to obtain the requisite approval of shareholders or to satisfy the 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 or the Nasdaq Capital Market, as applicable, 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 the Company’s other filings with the SEC. The Company cautions that the foregoing list of
factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only
as of the date made. The Company 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.