ION Acquisition Corp 1 Ltd. (Form: 8-K, Received: 01/25/2021 06:54:45)

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 25, 2021

ION ACQUISITION CORP 1 LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39581		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant	IACA.U	The New York Stock Exchange
Class A ordinary share, par value $0.0001 per share	IACA	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	IACA WS	The New York Stock Exchange

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 1.01 Entry into Material Definitive Agreements.

Merger Agreement

On January 25, 2021, ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (“ION”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Taboola.com Ltd., a company organized under the laws of the State of Israel (“Taboola”), and Toronto Sub Ltd., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Taboola (“Merger Sub”).

Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into ION (the “Merger”), with ION continuing as the surviving company after the Merger (the “Surviving Company”). As a result of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions” or the “Business Combination”), ION will become a direct, wholly-owned subsidiary of Taboola. The Merger Agreement and the Transactions were unanimously approved by the board of directors of each of ION and Taboola.

Immediately prior to the effective time of the Merger (the “Effective Time”), (i) each preferred share, with no par value, of Taboola (each, a “Taboola Preferred Share”) will be converted into ordinary shares, with no par value, of Taboola (each, a “Taboola Ordinary Share”) in accordance with Taboola’s organizational documents and (ii) immediately following such conversion but prior to the Effective Time, Taboola will effect a stock split of each Taboola Ordinary Share into such number of Taboola Ordinary Shares calculated in accordance with the terms of the Merger Agreement such that each Taboola Ordinary Share will have a value of $10.00 per share after giving effect to such stock split (the “Stock Split” and, together with the conversion of Taboola Preferred Shares, the “Capital Restructuring”).

Pursuant to the Merger Agreement, immediately prior to the Effective Time, each (i) Class B ordinary share, par value $0.0001 per share, of ION (“ION Class B Shares”) will be automatically converted into one (1) Class A ordinary share, par value $0.0001 per share, of ION (“ION Class A Shares”) in accordance with the terms of ION’s organizational documents and, after giving effect to such automatic conversion, at the Effective Time and as a result of the Merger, each issued and outstanding ION Class A Share will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one Taboola Ordinary Share after giving effect to the Capital Restructuring and (ii) issued and outstanding warrant of ION sold to the public and to ION’s sponsors in a private placement in connection with ION’s initial public offering (“ION Warrants”) will automatically and irrevocably be assumed by Taboola and converted into a corresponding warrant for Taboola Ordinary Shares (“Taboola Warrants”) exercisable for Taboola Ordinary Shares. Immediately prior to the Effective Time, the ION Class A Shares and the public ION Warrants comprising each issued and outstanding ION unit, consisting of one (1) ION Class A Share and one-fifth (1/5^th) of one (1) public ION Warrant, will be automatically separated and the holder thereof will be deemed to hold one (1) ION Class A Share and one-fifth (1/5^th) of one (1) public ION Warrant. No fractional public ION Warrants will be issued in connection with such separation such that if a holder of such ION units would be entitled to receive a fractional public ION warrant upon such separation, the number of public ION warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of public ION Warrants.

The Transactions are targeted to be consummated in the second quarter of 2021, after receipt of the required approval by the shareholders of Taboola (the “Taboola Shareholder Approval”), the required approval by Taboola in its capacity as the sole shareholder of Merger Sub (the “Merger Sub Shareholder Approval”), and the required approval by the shareholders of ION (the “ION Shareholder Approval”) and the fulfillment of certain other conditions set forth in the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of Taboola and its subsidiaries, including Merger Sub, relating, among other things, to proper organization and qualification; Taboola’s subsidiaries; capitalization; the authorization, performance and enforceability against Taboola of the Merger Agreement and the requisite shareholder approval; absence of conflicts; governmental consents and filings; compliance with laws and possession of requisite governmental permits, approvals and orders; financial statements; absence of undisclosed liabilities; absence of certain changes; litigation; employee benefits; labor relations; real and tangible property; tax matters; environmental matters; broker’s fees; intellectual property; privacy and data security; material contracts; insurance; transactions with affiliates; supplied information; absence of certain business practices; and the PIPE Investment (as defined below).

The Merger Agreement contains representations and warranties of ION, relating, among other things, to proper organization and qualification; ION’s subsidiaries; capitalization; the authorization, performance and enforceability against ION of the Merger Agreement; absence of conflicts; required consents and filings; compliance with laws and possession of requisite governmental permits, approvals and orders; reports filed with the Securities and Exchange Commission (“SEC”), financial statements, and compliance with the Sarbanes-Oxley Act; absence of certain changes; litigation; business activities; material contracts; New York Stock Exchange (“NYSE”) listing; absence of undisclosed liabilities; ION’s trust account; tax matters; supplied information; employee benefits; board approval and the requisite shareholder approval; title to assets; transactions with affiliates; status under the Investment Company Act of 1940, as amended, and the Jumpstart Our Business Startups Act of 2012; and broker’s fees.

The representations and warranties made in the Merger Agreement will not survive the consummation of the Merger.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation of the Transactions. The Merger Agreement also contains additional covenants of the parties, including, among others, a covenant providing for ION and Taboola to cooperate in the preparation of the Registration Statement on Form F-4 required to be prepared in connection with the Merger (the “Registration Statement”), covenants requiring ION and Taboola to establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting of ION’s shareholders and a general meeting of Taboola’s shareholders, respectively, as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), covenants requiring the board of directors of ION and the board of directors of Taboola to recommend to the shareholders of ION or Taboola, as applicable, the adoption and approval of the ION or Taboola transaction proposals contemplated by the Merger Agreement and covenants prohibiting ION and Taboola from, among other things, directly or indirectly soliciting, initiating, entering into or continuing discussions, negotiations or transactions with, or encouraging or responding to any inquiries or proposals by, or providing any information to, any person concerning, any alternative business combination. The board of directors of ION would be entitled to change its recommendation to ION’s shareholders under certain circumstances unrelated to an alternative business combination, including after compliance with certain matching right procedures.

Conditions to Closing

In addition, the consummation of the Transactions is conditioned upon, among other things:

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receipt of the Taboola Shareholder Approval, the Merger Sub Shareholder Approval and the ION Shareholder Approval;

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ION having at least $5,000,001 of net tangible assets immediately after giving effect to the ION Shareholder Redemption upon the Closing;

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the absence of any provision of any applicable legal requirement and any temporary, preliminary or permanent restraining order prohibiting, enjoining or making illegal the consummation of the Transactions;

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the approval for listing of Taboola Ordinary Shares and Taboola Warrants to be issued in connection with the Closing upon the Closing on the NYSE, subject only to official notice of issuance thereof;

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effectiveness of the Registration Statement in accordance with the provisions of the Securities Act, the absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement, and the absence of any proceeding seeking such a stop order having been threatened or initiated by the SEC which remains pending;

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completion by Taboola of the Capital Restructuring in accordance with the terms of the Merger Agreement and Taboola’s organizational documents; and

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receipt of a required ruling issued by the Israel Tax Authority pursuant to Section 104H of the Israeli Income Tax Ordinance (the “104H Tax Ruling”).

The obligations of Taboola and Merger Sub to consummate the Transactions are also conditioned upon, among other things:

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the accuracy of the representations and warranties of ION (subject to certain materiality standards set forth in the Merger Agreement);

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material compliance by ION with its pre-closing covenants; and

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the funds contained in ION’s trust account (after giving effect to the ION Shareholder Redemption), together with the aggregate amount of proceeds from the purchase of Taboola Ordinary Shares by PIPE Investors and the purchase of Taboola Ordinary Shares from certain Taboola employees and institutional shareholders by Secondary Investors, equaling or exceeding $450,000,000.

The obligations of ION to consummate the Transactions are also conditioned upon, among other things:

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the accuracy of the representations and warranties of Taboola (subject to certain materiality standards set forth in the Merger Agreement);

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material compliance by Taboola with its pre-closing covenants; and

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the absence of any change, event, state of facts, development or occurrence since the date of the Merger Agreement that, individually or in the aggregate with all other changes, events, states of facts, developments or occurrences, has had or would reasonably be expected to have a material adverse effect with respect to Taboola that is continuing.

Governance

After the consummation of the Transactions, (i) the current officers of Taboola will remain officers of Taboola, (ii) the board of directors of Taboola will be divided into three (3) classes, designated as Class I, II and III, and (iii) one (1) person designed by ION will be elected and appointed as a director of Class II of the board of directors of Taboola (which class will not be subject to re-election until the second annual meeting of the shareholders of Taboola following the consummation of the Transactions).

Termination

The Merger Agreement may be terminated:

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by mutual written consent of ION and Taboola;

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by either ION or Taboola if the closing of the Transactions has not occurred by June 25, 2021 (the “Outside Date”), except that the right to so terminate the Merger Agreement will not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a material breach of the Merger Agreement;

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by either ION or Taboola if a governmental entity has issued an order or decree or has taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, including the Merger, which order, decree or other action is final and nonappealable;

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by Taboola if ION has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Merger Agreement;

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by ION if Taboola has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Merger Agreement;

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by either ION or Taboola, if, at the ION extraordinary general shareholder meeting held to approve the Transactions (including any adjournments thereof), the Merger Agreement, the Merger, and the other ION transaction proposals contemplated by the Merger Agreement are not duly adopted by ION’s shareholders by the requisite vote under applicable legal requirements and ION’s organizational documents;

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by either ION or Taboola, if, at the Taboola general shareholder meeting held to approve the Transactions (including any adjournments thereof), the Merger Agreement, the Merger, and the other Taboola transaction proposals contemplated by the Merger Agreement are not duly adopted by Taboola’s shareholders by the requisite vote under applicable legal requirements and Taboola’s organizational documents;

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by Taboola, if, prior to receipt of the ION Shareholder Approval, the board of directors of ION changes its recommendation with respect to the ION transaction proposals contemplated by the Merger Agreement as permitted by the Merger Agreement; and

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by Taboola, if, at the Closing, the condition regarding the aggregate amount of available funds described above is incapable of being satisfied at the Closing.

A copy of the Merger Agreement will be filed by amendment on Form 8-K/A to this Current Report on Form 8-K (this “Current Report”) within four (4) business days of the date hereof as Exhibit 2.1, and the foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference thereto. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The Merger Agreement will be filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ION’s public disclosures.

Investors’ Rights Agreement

Concurrently with the execution and delivery of the Merger Agreement, each of Taboola, ION Holdings 1, LP and ION Co-Investment LLC (together with ION Holdings 1, LP, the “Sponsors”), and certain of Taboola’s shareholders entered into an Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), to be effective as of the Effective Time, pursuant to which Taboola agreed to file a registration statement as soon as practicable upon a request from certain significant shareholders of Taboola to register the resale of certain registrable securities under the Securities Act, subject to required notice provisions to other shareholders party thereto. Taboola also agreed to provide customary “piggyback” registration rights with respect to such registrable securities and, subject to certain circumstances, Taboola is required to file a resale shelf registration statement to register the resale under the Securities Act of such registrable securities. Taboola also agreed to file a resale shelf registration statement within thirty (30) days of the Closing to register the resale of Taboola Warrants held by the Sponsors. In addition, in connection with the execution of the Investors’ Rights Agreement, ION is obligated to terminate the existing ION registration rights agreement.

The Investors’ Rights Agreement also provides that (i) the Taboola Ordinary Shares held by shareholders of Taboola that held such shares prior to the Closing (excluding the PIPE Shares (as defined below) and publicly listed Taboola Ordinary Shares acquired after the Closing) and any Taboola Ordinary Shares issuable upon the exercise of Taboola Warrants and any other securities convertible or exercisable for Taboola Ordinary Shares held by security holders prior to the Closing will be locked-up for one hundred eighty (180) days following the Closing (except any party to the Investors’ Rights Agreement that is an employee or service provider of Taboola or one of its subsidiaries may sell Taboola Ordinary Shares to the extent permitted by Taboola’s Articles of Association to be adopted in connection with the Transactions), (b) the Taboola Shares held by the Sponsors after the Closing (other than the PIPE Shares, the Secondary Shares (as defined below), any Taboola Ordinary Shares underlying Taboola Warrants issued in exchange for ION Warrants held by the Sponsors at the Closing and publicly listed Taboola Ordinary Shares acquired after the Closing) will be locked-up until the earlier of (i) one (1) year from the Closing, (ii) the date on which the closing price of Taboola Ordinary Shares equals or exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred fifty (150) days following the Closing and (iii) the date on which Taboola completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Taboola’s shareholders having the right to exchange their Taboola Ordinary Shares for cash, securities or other property and (c) the Taboola Warrants issued in exchange for ION Warrants at the Closing and any Taboola Ordinary Shares underlying such warrants that are held by the Sponsors will be locked-up for thirty (30) days following the Closing.

The Investors’ Rights Agreement also provides that Taboola will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities. The rights granted under the Investors’ Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to their Taboola securities or ION securities, and all such prior agreements shall be terminated.

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Investors’ Rights Agreement, a form of which is attached as Exhibit E to the Merger Agreement.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, ION, Taboola, and the Sponsors entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsors have agreed, among other things, to (i) appear at an ION shareholder meeting to establish a quorum for the purpose of approving the ION transaction proposals; (ii) execute a written consent in favor of the ION transaction proposals; (iii) vote ION Class B Shares, ION Class A Shares, and ION Class A Shares underlying ION Warrants (collectively, the “ION Covered Shares”) in favor of the ION transaction proposals, including the approval of the Merger and the other Transactions; and (iv) vote all ION Covered Shares against (A) any other business combination transaction with ION or any other action or agreement that would reasonably be expected to (1) frustrate the purposes of the Transactions (including consummation thereof) or adversely affect the Transactions, (2) result in a breach any covenant, representation, or warranty of ION under the Merger Agreement or cause any of the conditions to Closing set forth in the Merger Agreement not to be fulfilled, or (3) result in a breach any covenant, representation, or warranty of the Sponsors under the Sponsor Support Agreement; and (B) any merger agreement or merger, combination, or sale of substantial assets other than the Merger and any change in the business, management or board of directors of ION. The Sponsors have further agreed to deliver a voting proxy in the form attached to the Sponsor Support Agreement pursuant to which the Sponsors will vote in favor of the proposals included therein on (or effective as of) the fifth (5th) day following delivery of notice of the ION shareholder meeting.

The foregoing description of the Sponsor Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreements, a form of which is attached as Exhibit F to the Merger Agreement.

Taboola Shareholder Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, Taboola, ION and certain of Taboola’s shareholders entered into a Company Shareholder Support Agreement (“Taboola Shareholder Support Agreement”), pursuant to which each of those Taboola shareholders have agreed, among other things, to (i) appear at a Taboola shareholder meeting to establish a quorum for the purpose of approving the Taboola transaction proposals; (ii) execute a written consent in favor of the Taboola transaction proposals; (iii) vote all Taboola shares in favor of the Taboola transaction proposals, including the approval of the Merger and the other Transactions; and (iv) vote all Taboola shares against (A) any other business combination transaction with Taboola or any other action or agreement that would reasonably be expected to (1) frustrate the purposes of the Transactions (including consummation thereof) or adversely affect the Transactions, (2) result in a breach any covenant, representation, or warranty of Taboola under the Merger Agreement or cause any of the conditions to Closing set forth in the Merger Agreement not to be fulfilled, or (3) result in a breach any covenant, representation, or warranty of Taboola’s shareholders under the Taboola Shareholder Support Agreement; and (B) any merger agreement or merger, combination, or sale of substantial assets other than the Merger. The shareholders of Taboola party to the Taboola Shareholder Support Agreement have further agreed to deliver a voting proxy in the form attached to the Taboola Shareholder Support Agreement pursuant to which such shareholders will vote in favor of the proposals included therein on (or effective as of) the fifth (5th) day following delivery of notice of the Taboola shareholder meeting.

The foregoing description of the Taboola Shareholder Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Taboola Shareholder Support Agreements, a form of which is attached as Exhibit G to the Merger Agreement.

Subscription Agreements

Concurrently with the execution of the Merger Agreement, Taboola and certain investors (the “PIPE Investors”) have entered into a series of subscription agreements (“Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase an aggregate of 13,500,000 Taboola Ordinary Shares (the “PIPE Shares”) from Taboola at a price per share of $10.00, for gross proceeds to Taboola of $135,000,000 (the “PIPE Investment”). Each PIPE Investor agreed to fund the purchase price for its PIPE Shares at least two (2) business days prior to the anticipated closing date of the Transactions. The price per share to be paid by the PIPE Investors pursuant to the Subscription Agreements assumes that Taboola has effected the Stock Split. The closing of the PIPE Investment is conditioned upon, among other things, the consummation of the Transactions. The PIPE Investors are not obligated to consummate the PIPE Investment in the event that ION asserts that any of the conditions to ION’s obligation to close (but not mutual conditions) set forth in the Merger Agreement has not been or would not be satisfied. However, unless the Subscription Agreements have been earlier terminated, if ION and Taboola subsequently consummate the Transaction, the PIPE Investors would be obligated to consummate the PIPE Investment.

Taboola agreed to file a registration statement registering the resale of the PIPE Shares within thirty (30) days after consummation of the Transactions.

A copy of the form of the Subscription Agreement will be filed by amendment on Form 8-K/A to this Current Report within four (4) business days of the date hereof as Exhibit 10.1 and the foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference thereto.

Secondary Share Purchase Agreements

Concurrently with the execution of the Merger Agreement, Taboola and certain investors (the “Secondary Investors”) entered into share purchase agreements with certain shareholders of Taboola (the “Secondary Share Purchase Agreements”) pursuant which the Secondary Investors committed to purchase Taboola Ordinary Shares from certain shareholders of Taboola, and, under certain circumstances, from Taboola, at an aggregate of 15,120,000 Taboola Ordinary Shares (the “Secondary Shares”) at a price per share of $10.00, for gross proceeds of $151,200,000 (the “Secondary Purchases”). In the event that the sum of the funds contained in ION’s trust account, after giving effect to the ION Shareholder Redemption and the payment of ION’s transaction costs, Taboola’s transaction costs and ION’s unpaid liabilities, plus the PIPE Investment is less than $200,000,000, then a portion of the Secondary Purchases in an amount equal to such shortfall would be reallocated to investments by institutional Secondary Investors into Taboola on a pro rata basis.

Each Secondary Investor agreed to fund the purchase price for its Secondary Shares at least two (2) business days prior to the anticipated closing date of the Transactions. The price per share to be paid by the Secondary Investors pursuant to the Secondary Share Purchase Agreements assumes that Taboola has effected the Stock Split. The closing of the Secondary Purchases is conditioned upon, among other things, the consummation of the Transactions. The Secondary Investors are not obligated to consummate the Secondary Purchases in the event that ION asserts that any of the conditions to ION’s obligation to close (but not mutual conditions) set forth in the Merger Agreement has not been or would not be satisfied. However, unless the Secondary Share Purchase Agreements have been earlier terminated, if ION and Taboola subsequently consummate the Transaction, the Secondary Investors would be obligated to consummate the Secondary Purchases.

Pursuant to a letter agreement entered into between Taboola and each Secondary Investor (the “Letter Agreements”), Taboola agreed to file a registration statement within thirty (30) days after consummation of the Transactions registering the resale of the Secondary Shares.

Copies of the forms of the Secondary Share Purchase Agreements and the Letter Agreements will be filed by amendment on Form 8-K/A to this Current Report within four (4) business days of the date hereof as Exhibit 10.2 and Exhibit 10.3 and the foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference thereto.

Item 7.01 Regulation FD Disclosure.

On January 25, 2021, Taboola issued a press release announcing that it has executed the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.

Furnished as Exhibit 99.2 hereto is an investor presentation, dated January 2021, prepared by Taboola and ION regarding the Business Combination and presented in connection with the marketing of the PIPE Investment. A copy of the transcript of a pre-recorded investor presentation to be provided on January 25, 2021 is furnished as Exhibit 99.3 hereto.

The information in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 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 Exhibits 99.1, 99.2 and 99.3 attached hereto.

Important Information About the Business Combination and Where to Find It

In connection with the proposed Business Combination, Taboola intends to file with the SEC 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.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated January 25, 2021
99.2		Investor Presentation, dated January 2021
99.3		Transcript of Investor Presentation

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.

	ION ACQUISITION CORP 1 LTD.

	By:	/s/ Anthony Reich
		Name: Anthony Reich
		Title: Chief Financial Officer

Date: January 25, 2021

Exhibit 99.1

Taboola, a Global Leader In Powering Recommendations for the Open Web, to Become NYSE Listed at an Implied $2.6 Billion Valuation via a merger with ION Acquisition Corp. 1 Ltd.;

Total raised to be Approximately $545 Million including ION’s proceeds and a PIPE from Fidelity Management & Research Company LLC, Baron Capital Group, funds and accounts managed by BlackRock, Hedosophia, the Federated Hermes Kaufmann Funds and others

Taboola is going public via a merger with ION Acquisition Corp. 1 Ltd. (NYSE: IACA), a publicly traded special purpose acquisition company, or SPAC, with $259 million in trust

Taboola has also secured approximately $285 million in primary and secondary PIPE financing from institutional investors, including funds affiliated with ION and funds affiliated with Phoenix Insurance, that have committed to fund more than 20% of the PIPE

Top tier institutional investors are anchoring the PIPE including Fidelity Management & Research Company LLC, Baron Capital Group, funds and accounts managed by BlackRock, Hedosophia, the Federated Hermes Kaufmann Funds and others

Exor Seeds, the venture arm of Exor (holding company controlled by the Agnelli family) is joining the PIPE as Taboola envisions distributing personalized content into mobility platforms

Taboola is focused on providing Open Web digital properties (including websites, devices, TV apps and mobile apps that sit outside of walled gardens) with the infrastructure they need to build, grow and monetize their online activities

The transaction implies a pro forma valuation of approximately $2.6 billion for Taboola and Taboola expects to have $600 million of cash and cash equivalents on its balance sheet at closing

In 2021 Taboola plans to invest more than $100 million in R&D growth initiatives including AI, eCommerce, TV, and device manufacturers

As part of its presentations to the PIPE investors, for 2020 Taboola projected* it would achieve approximately $1.2 billion of Revenues, over $375 million of ex-TAC Revenues**, approximately $34 million of Operating Income, representing approximately 3% of Revenues, and over $100 million of Adjusted EBITDA**, representing approximately 27%** of ex-TAC Revenues

Prior to this transaction Taboola raised $160 million and had approximately $240 million of cash and cash equivalents on its balance sheet as of December 31, 2020.

Taboola’s recommendation platform, powered by advanced AI algorithms, provides over 1 trillion recommendations a month to approximately 500 million daily active users

Most members of Taboola’s senior management team have been together for almost a decade

Transaction expected to close in Q2 of 2021

New York, NY - January 25, 2021 - Taboola, a global leader in powering recommendations for the open web, helping people discover things they may like, today announced it has entered into a definitive merger agreement with ION Acquisition Corp. 1 Ltd. (NYSE: IACA), a special purpose acquisition company. The combined company will operate under the Taboola name and will trade on the NYSE under the new symbol “TBLA”. The transaction is expected to close in Q2 of 2021.

Taboola was founded in 2007 by Adam Singolda, the company's CEO since inception. The company enables digital property owners to harness the value of AI-driven recommendations, and offers advertisers a way to effectively access users in the open web. Taboola surfaces recommendations wherever people spend time outside of the walled gardens, across websites and within offerings from device manufacturers, mobile apps, and games, enabling advertisers to be recommended side-by-side with editorial content, driving significant value.

Taboola’s mission is to power recommendations for the Open Web and help people discover things they may like. Taboola estimates the highly fragmented advertising market in the open web to be approximately $64 billion in 2020. Taboola’s recommendation platform renders editorial and paid recommendations natively, creating meaningful value to its digital property partners, advertisers and users. As a result, the company believes it has a significant market opportunity.

Taboola at scale - selected highlights:

More than 9,000 digital properties with long-term, global and exclusive partnerships, including publishers like CNBC, NBC News, Business Insider, The Independent and El Mundo during Q4 2020.

Device manufacturer partnerships, where Taboola brings its publisher partners’ news to consumers.

More than 13,000 advertiser relationships, reaching 516 million daily active users on the Taboola network in a brand safe environment, while using Taboola’s readership data for precision targeting during Q4 2020.

Approximately 500 team members at the end of Q4, supporting research and development and significant investment into its technology stack, which has made Taboola a leader in AI.

“Taboola is embarking on an exciting new journey as a public company, a milestone only made possible by years of trusted partnerships with tens of thousands of digital properties and advertisers who I want to personally thank for believing in Taboola and me for years,” said Adam Singolda, Founder and CEO at Taboola. “Today, we’re proud of the Taboola team that has made us a ubiquitous presence on the open web and for helping to bring our category-defining technology to market. Aside from our technology and team, Taboola’s success is built on a simple idea - deliver value to our partners in a way where we only grow if our partners grow, in a true win-win manner. This is in stark contrast to ‘walled gardens’ of closed ecosystems that don’t always have their partners’ best interests in mind.”

Mr. Singolda continued, “As we move forward, there is immense opportunity for Taboola to continue to be the champion for the open web, and those who do business there. Over the next 10 years I see Taboola growing to power recommendations for anything, such as eCommerce, games, applications, and I see those recommendations everywhere, on every device. They will live on our connected TVs at home, recommending shows people love, as well as in people’s cars surfacing content they love, podcasts, and text-to-audio from the open web. I’m excited to have Gilad Shany join our board and journey, and pleased to welcome the ION family of investors and supporters.”

Gilad Shany, CEO of ION said, “We believe Taboola is an open web recommendation leader that is well positioned to challenge the walled gardens. We were looking to merge with a global technology leader with Israeli DNA and we found that in Taboola. The combination of long-term partnerships built by the company with thousands of open web digital properties, their direct access to advertisers, massive global reach and proven AI technology, allows Taboola to provide significant value to their partners while also achieving attractive unit economics as the company grows. We are excited to join in the early innings of this growth journey alongside a tenured executive team with a strong track-record of exceptional execution.”

Transaction Overview

ION Acquisition Corp. 1 Ltd. will merge with a wholly-owned subsidiary of Taboola for implied pro forma aggregate valuation of approximately $2.6 billion. In connection with the transaction, institutional investors have committed to purchase an aggregate of approximately $285 million of Taboola ordinary shares in a private investment that is expected to close concurrently with the business combination, of which approximately $150 million will be purchased directly from existing shareholders of Taboola, primarily from early investors. Taboola has committed to register these privately-issued shares for resale shortly following the closing of the business combination. All transaction related financial or other data in this announcement assume no ION shareholder exercises their redemption rights.

The boards of directors of both Taboola and ION unanimously approved the transaction. The proposed transaction is expected to be completed in the second quarter of 2021, subject to approval by the shareholders of each of Taboola and ION, and satisfaction of customary regulatory and other closing conditions.

Advisors

Credit Suisse Securities (USA) LLC acted as lead financial and capital markets advisor to Taboola and also acted as lead placement agent on the PIPE. J.P. Morgan Securities LLC also acted as a financial advisor to Taboola. Latham & Watkins LLP, Meitar Law Offices and Davis Polk & Wardwell LLP acted as legal counsel to Taboola.

Cowen acted as sole financial and capital markets advisor to ION and also acted as placement agent on the PIPE. White & Case LLP and Goldfarb Seligman & Co. acted as legal counsel to ION.

All 2020 projections in this press release are taken from the investor presentation being filed by ION today with the SEC as an exhibit to its Current Report on Form 8-K which will be available on the SEC website at www.sec.gov. Those projections are subject to the limitations contained in the presentation and in this press release. See “Caution About Forward-Looking Statements.”

Non-GAAP measure. See “About Non-GAAP Projected Financial Measures.”

Investor Conference Call Information

Today, January 25 at 8:00 a.m. ET, Taboola and ION Acquisition Corp. 1 Ltd. will host a joint investor conference call regarding the proposed transaction and review an investor presentation. The investor presentation is being filed by ION Acquisition Corp. 1 Ltd. with the SEC prior to the call as an exhibit to a Current Report on Form 8-K which will be available on the SEC website at www.sec.gov.

Prepared remarks are available via audio-only webcast, and are accessible at http://www.taboola.com/about/investors through 11:59 p.m ET on January 31, 2021. A transcript of the call will also be made available on the SEC website at www.sec.gov.

About ION Acquisition Corporation

The Company is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue a business combination target in any business or industry, the Company intends to focus on the rapidly growing universe of Israeli companies and entrepreneurs that apply technology and innovation to our everyday lives. The Company is sponsored by ION Holdings 1, LP, an affiliate of ION Asset Management Ltd

About Taboola

Taboola powers recommendations for the open web, helping people discover things they may like. The company’s platform, powered by artificial intelligence, is used by digital properties, including websites, devices and mobile apps, to drive monetization and user engagement. Taboola has long-term partnerships with some of the top digital properties in the world, including CNBC, NBC News, Business Insider, The Independent and El Mundo. More than 13,000 advertisers use Taboola to reach over 500 million daily active users in a brand-safe environment. The company has offices in 18 cities worldwide, including New York and Tel Aviv.

Learn more at www.taboola.com and follow@taboola on Twitter.

About Non-GAAP Projected Financial Measures

This press release contains projected financial measures that are not calculated or presented in accordance with United States generally accepted accounting principles, or GAAP. These measures are projected ex-TAC Revenue, Adjusted EBITDA and Adjusted EBITDA Margin. They are non-GAAP measures because they exclude items required to be included in the most directly comparable projected measures calculated and presented in accordance with GAAP. We believe these non-GAAP measures provide useful supplemental information for period-to-period comparisons of our business and can assist investors and others in understanding and evaluating our operating results. However, these non-GAAP projected measures should not be considered in isolation or as a substitute for or superior to any measures of projected financial performance calculated and presented in accordance with GAAP. Other companies may calculate these or similarly titled non-GAAP measures differently than we do. See the Annex to this press release captioned "Non-GAAP Projection Reconciliations" later in this press release for a description of these non-GAAP projected measures and a reconciliation to the most directly comparable projected financial measures prepared in accordance with GAAP.

Additional Information

This communication is being made in respect of the proposed transaction involving Taboola.com Ltd. (“Taboola”) and ION Acquisition Corp. 1 Ltd. (“ION”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed transaction, Taboola will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that will include a proxy statement of ION in connection with ION’s solicitation of proxies for the vote by ION’s shareholders with respect to the proposed transaction and other matters as may be described in the registration statement. Taboola and ION also plan to file other documents with the SEC regarding the proposed transaction and a proxy statement/prospectus will be mailed to holders of shares of ION’s Class A ordinary shares. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about Taboola and ION will be available without charge at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, when available, without charge, from Taboola’s website at http://www.taboola.com. Copies of the proxy statement/prospectus can be obtained, when available, without charge, from ION’s website at http://www.ion-am.com/spac.

Participants in the Solicitations

Taboola, ION and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from ION’s shareholders in connection with the proposed transaction. You can find more information about ION’s directors and executive officers in ION’s final prospectus dated October 1, 2020 and filed with the SEC on October 5, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction 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.

Caution About Forward-Looking Statements

This communication includes forward-looking statements, including projections about Taboola’s 2020 performance, its expected cash and cash equivalents at the closing of the transaction, planned 2021 investments, its growth strategy and market opportunities and the timing of the pending transaction. These forward-looking statements are based on Taboola’s and ION’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Taboola’s and ION’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Taboola or ION to predict these events or how they may affect Taboola or ION. Except as required by law, neither Taboola or ION has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties and risk factors that could affect Taboola’s and ION’s future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against ION or Taboola, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of ION or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; the ability to meet stock exchange listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of ION or Taboola as a result of the announcement and consummation of the business combination; 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, maintain relationships with customers and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; Taboola’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale Taboola’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to make continued investments in Taboola’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with Taboola’s platform on various digital properties; the impact of the ongoing COVID-19 pandemic; reliance on a limited number of partners for a significant portion of Taboola’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in ION’s final prospectus dated October 1, 2020 relating to its initial public offering and in subsequent filings with the SEC, including the proxy statement relating to the business combination expected to be filed by ION. In particular, the projections for 2020 are subject to material adjustment as Taboola completes its closing procedures and its auditors audit its 2020 results.

Contacts

Media:

Dave Struzzi

Taboola

mediarelations@taboola.com

Investors:

Maili Bergman

The Blueshirt Group

investors@taboola.com

ION Acquisition Corp:

Avrom Gilbert

avrom@ion-am.com

Non-GAAP Projection Reconciliations

The forgoing press release contains GAAP and Non-GAAP projected full year 2020 financial measures. See “About Non-GAAP Projected Financial Measures” and “Caution About Forward-Looking Statements.”

These non-GAAP projected measures are subject to significant limitations, including those identified below. In addition, other companies may use similarly titled measures but calculate them differently, which reduces their usefulness as comparative measures. Non-GAAP projected measures should not be considered in isolation or as a substitute for projected or historical GAAP measures. They should be considered only as supplementary information.

ex-TAC Revenues

We calculate projected ex-TAC Revenues as projected Revenues excluding projected traffic acquisition costs, or TAC. The following table provides a reconciliation of projected Revenues to projected ex-TAC Revenues for the period shown.

	Year Ended December 31, 2020
	(in millions)
Revenues	$	1,190
Adjusted to exclude the following:
Traffic acquisition costs		811
ex-TAC Revenues	$	379

We believe that ex-TAC Revenues are useful because TAC is what we must pay digital properties to obtain the right to place advertising on their websites, and we believe that excluding these costs can better reflect the revenue that ultimately flows to us.

Limitations on the use of ex-TAC Revenues include the following.

●

Traffic acquisition cost is a significant component of our Cost of revenues but is not the only component;

●

ex-TAC Revenues are not comparable to our Gross profit or Operating income and by definition ex-TAC Revenues will be higher than our Gross profit or Operating income.

Adjusted EBITDA and Adjusted EBITDA Margin

We calculate projected Adjusted EBITDA as projected Operating income before depreciation and amortization, further adjusted to exclude projected stock-based compensation, certain merger or acquisition related costs and other noteworthy income and expense items, which may vary from period-to-period. The following table provides a reconciliation of projected Operating income to projected Adjusted EBITDA for the period shown.

	Year Ended December 31, 2020
	(in millions)
Operating income	$	34
Adjusted to exclude the following:
Depreciation and amortization		33
Stock-based compensation		23
M&A costs (a)		16
Adjusted EBITDA	$	106

(a)

Costs primarily related to the proposed strategic transaction with Outbrain Inc., which we elected not to consummate.

We believe that projected Adjusted EBITDA is useful because it allows us and others to measure projected performance without regard to items such as stock-based compensation expense, depreciation and interest expense and other items that can vary substantially depending on our financing and capital structure, and the method by which assets are acquired. We use Adjusted EBITDA and GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors. We may also use Adjusted EBITDA as a metric for determining payment of cash or other incentive compensation.

Limitations on the use of Adjusted EBITDA include the following.

●

Although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

●

Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;

●

Adjusted EBITDA does not reflect, to the extent applicable for a period presented: (1) changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or if applicable principal payments on debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us; and

●

the expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

We calculate projected Operating income Margin as projected Operating income divided by projected Revenues. We calculate projected Adjusted EBITDA Margin as projected Adjusted EBITDA divided by projected ex-TAC Revenues. The following table reconciles projected Operating Income Margin to projected Adjusted EBITDA Margin for the period shown.

	Year Ended December 31, 2020
	(in millions)
Revenues	$	1,190
Operating income	$	34
Operating income Margin		2.8	%

ex-TAC Revenues	$	379
Adjusted EBITDA	$	106
Adjusted EBITDA Margin		27.8	%

Exhibit 99.2

PIPE Investor Meeting Management Presentation January, 2021 Confidential 1

This investor presentation (this “ Presentation ” ) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “ Business Combination ” ) between ION Acquisition Corp 1 LTD . ( “ ION ” ) and Taboola . com Ltd . (the “ Company ” ) . The information contained herein does not purport to be all - inclusive and none of ION, the Company or their respective directors, officers, stockholders or affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of the Company or ION . The information contained herein is preliminary and is subject to change and such changes may be material . This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of ION, the Company, or any of their respective affiliates . You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation . You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision . The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions . The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10 b - 5 thereunder . This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of ION and the Company and is intended for the recipient hereof only . No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of this Presentation . Forward - Looking Statements Certain statements in this Presentation may be considered forward - looking statements . Forward - looking statements generally relate to future events or ION ’ s or the Company ’ s future financial or operating performance . For example, projections of future Revenue, Adjusted EBITDA and other metrics are forward - looking statements . In some cases, you can identify forward - looking statements by terminology such as “ may ” , “ should ” , “ expect ” , “ intend ” , “ will ” , “ estimate ” , “ anticipate ” , “ believe ” , “ predict ” , “ potential ” or “ continue ” , or the negatives of these terms or variations of them or similar terminology . Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by ION and its management, and the Company and its management, as the case may be, are inherently uncertain . Factors that may cause actual results to differ materially from current expectations include, but are not limited to : ( 1 ) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination ; ( 2 ) the outcome of any legal proceedings that may be instituted against ION, the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto ; ( 3 ) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ION, to obtain financing to complete the Business Combination or to satisfy other conditions to closing ; ( 4 ) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination ; ( 5 ) the ability to meet stock exchange listing standards following the consummation of the Business Combination ; ( 6 ) the risk that the Business Combination disrupts current plans and operations of ION or the Company as a result of the announcement and consummation of the Business Combination ; ( 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, maintain relationships with customers and retain its management and key employees ; ( 8 ) costs related to the Business Combination ; ( 9 ) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination ; ( 10 ) the Company ’ s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments ; and ( 11 ) other risks and uncertainties set forth in the section entitled “ Risk Factors ” and “ Cautionary Note Regarding Forward - Looking Statements ” in ION ’ s final prospectus relating to its initial public offering dated October 1 , 2020 and in subsequent filings with the Securities and Exchange Commission ( “ SEC ” ), including the proxy statement relating to the Business Combination expected to be filed by ION . Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements, which speak only as of the date they are made . Neither ION nor the Company undertakes any duty to update these forward - looking statements . Financial Information The financial information contained in this Presentation has been taken from or prepared based on the historical financial statements of the Company for the periods presented . The Company ’ s historical financial information is prepared in accordance with generally accepted accounting principles ( “ GAAP ” ) . Such information has not been audited in accordance with either Public Company Oversight Board ( “ PCAOB ” ) standards . We cannot assure you that, had the financial statements been compliant with Regulation S - X under the Securities Act of 1933 , as amended, and the regulations of the SEC promulgated thereunder or audited in accordance with PCAOB standards, there would not be differences and such differences could be material . An audit of the Company ’ s financial statements in accordance with PCAOB standards is in process and will be included in the proxy statement relating to the Business Combination . Accordingly there may be material differences between the presentation of the financial information included in the Presentation and in the proxy statement . Disclaimer 2

Non - GAAP Financial Measures This Presentation includes certain financial measures not presented in accordance with GAAP including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived therefrom, including free cash flow and ex - TAC Revenue, and related margin measures . These non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company ’ s financial results . Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP . You should be aware that the Company ’ s presentation of these measures may not be comparable to similarly - titled measures used by other companies . The Company believes these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company ’ s financial condition and results of operations . The Company believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company ’ s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . These non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financial measures . Please refer to footnotes where presented on each page of this Presentation or to the appendix found at the end of this Presentation for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with GAAP . This Presentation also includes certain projections of non - GAAP financial measures . Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort . Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included . Use of Projections This Presentation contains financial forecasts with respect to the Company ’ s projected financial results, including Revenue and Adjusted EBITDA, for the Company's fiscal years 2020 through 2025 . The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation . As discussed under “ Financial Information ” above, all financial information, including the projected information, was prepared in accordance with GAAP . These projections should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information . Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information or that the prospective financial information will be the same as that presented in the proxy statement related to the Business Combination . Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved . Industry and Market Data In this Presentation, ION and the Company rely on and refer to certain information and statistics obtained from third - party sources which they believe to be reliable . Neither ION nor the Company has independently verified the accuracy or completeness of any such third - party information . You are cautioned not to give undue weight to such industry and market data . This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM , SM , (c) or (r) symbols, but ION and the Company will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . Additional Information In connection with the proposed Business Combination, ION intends to file with the SEC a registration statement on Form F - 4 and/or a proxy statement . This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination . ION ’ s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about ION, the Company and the Business Combination . When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of ION as of a record date to be established for voting on the proposed Business Combination . Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC ’ s website at www . sec . gov, or by directing a request to ION at 89 Medinat Hayehudim Street, Herzliya 4676672 , Israel . 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 proposed 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 final prospectus related to its initial public offering dated October 1 , 2020 , which was filed with the SEC and is available free of charge at the SEC ’ s web site at www . sec . gov, or by directing a request to ION at 89 Medinat Hayehudim Street, Herzliya 4676672 , Israel . Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed Business Combination when available . The Company 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 proposed Business Combination . A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination when available . Disclaimer (cont ’ d) 3

PRESENTERS AND SENIOR LEADERSHIP Adam Singolda Founder & CEO Stephen Walker CFO ▪ 6+ years at Taboola ▪ Previously held positions in Idealab’s New Ventures Group and also led several of Idealab's portfolio companies, including Perfect Market ▪ Prior experience at Disney & General Electric ▪ CEO of ION Acquisition Corp. 1 and Managing Partner of ION Crossover Partners (ICP) ▪ Prior to co - founding ICP, 10 years of experience investing in public and private companies with Baron Capital (NY), and Magma Venture Partners (TLV) Gilad Shany CEO ▪ Founded Taboola over 13 years ago, and has led the Company as its CEO ever since ▪ President and COO of ION Acquisition Corp. 1 ▪ COO of growth tech companies SimilarWeb & Seeking Alpha. ▪ 8 years public & private investments, incl. equities analyst with UBS & Venture Capital at Jerusalem Global Ventures. Avrom Gilbert COO 4

AGENDA • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables 5

ION - BUILT IN ISRAEL WITH GLOBAL SCALE Q 3 18 ION Crossover Partners 2015 Sovereign Wealth Fund Q 4 18 ION Tech Fund 2006 ION Israel Fund Total AUM: >$ 2 bn Q 4 20 ION Acquisition Corp (SPAC) Crossover, IPO and public markets 6

ION INVESTMENT THESIS – AI - DRIVEN DISRUPTOR IN A MASSIVE MARKET Partnering with management to build Open - Web challenger to Walled Gardens 1 New category: recommendation feeds for Open Web ($64B market) Unique partnership with publishers: exclusive, long term & integrated into code (no 3rd party cookies) 2 Taboola levels playing field for Open Web like Shopify for subscale e - commerce 3 key assets = Scale (516M DAU) + Technology (500 developers) + Advertisers platform (12,000+) 3 Attractive economics: scale, profitability & long term growth horizon $1Bn+ Gross Revenue, >40% on rule of 40, new products & M&A upside 4 I ON is excited to partner with a talented management team we have known for years Tenured team with strong track - record of exceptional execution ( 1 ) Revenue paid by Advertisers, before traffic acquisition costs (TAC) paid to Publishers. 7

TRANSACTION SUMMARY ▪ Pro forma enterprise value of $ 2.0 billion ▪ $ 509 million total proceeds consisting of: − $ 259 million from ION Acquisition Corp. 1 Ltd. − $ 200 million in target PIPE proceeds raised at $ 10.00 / share − $ 50 million forward purchase agreement (FPA) at $ 10.00 / share ▪ Existing Taboola shareholders will retain ~ 78 % of the pro forma company ▪ Use of proceeds include cash to balance sheet, which will be used to pursue organic growth strategies and inorganic growth through attractive and opportunistic acquisitions − Up to $ 100 million used for secondary share purchases − Up to an additional $ 150 million can be used to buyback shares ▪ Completion of transaction is expected by Q 2 2021 8

AGENDA • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables 9

We Power Recommendations for The Open Web Helping people discover things they may like 10

TABOOLA = SEARCH “ IN REVERSE ” From people looking for information to information looking for people 11

YOU HAVE SEEN TABOOLA BEFORE 12

SOLVING TREMENDOUSLY DIFFICULT TECHNOLOGICAL CHALLENGES Predicting what people might be interested in without the intent data that Google has or the personal data that Facebook has and doing it at massive scale. Data Processed by Taboola AI Daily 3 1 Petabyte CPU Cores 4 400 K+ 1 Trillion 516 M DAILY ACTIVE USERS 1 More than Twitter and Snap combined 2 Monthly Recommendations 5 ( 1 ) Daily Active Users measures the 7 - day average number of users exposed to Taboola recommendations ( 2 ) Twitter and Snap reported 187 M and 249 M (respectively) in Q 3 - 2020 Earnings reports ( 3 )( 4 )( 5 )Source: Company estimates 13

ENABLING PUBLISHERS TO COMPETE WITH WALLED GARDEN BEHEMOTHS WALLED GARDENS 1 Bringing the user data, AI technology and scale of demand to open Web players SOCIAL SEARCH ECOMMERCE OPEN WEB 2 25 % 3 (1) Walled Gardens includes other closed platforms including Snap, Twitter, and Netflix (2) Open Web: Digital properties not owned by walled gardens such as websites, apps, games, Connected - TV apps, etc. (3) Percentages reflect time spent on digital media according to company estimates based on eMarketer data. 25% reflects tota l time spent on Open Web properties, not just on Taboola 75 % News sites eCommerce sites Apps / Games CTV 14

TABOOLA CAN CAPTURE THE HIGHLY FRAGMENTED $ 64 B OPEN WEB MARKET 1 SOCIAL SEARCH ECOMMERCE RECOMMENDATIONS ENGINE Open Web App Install Video Banners Affiliates ( 1 ) Jounce Media, 2020 Market Outlook Report 15

E - COMMERCE TABOOLA IS FOR ADVERTISING WHAT SHOPIFY IS FOR E - COMMERCE ADVERTISING 16

AGENDA • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables 17

FULL TECH STACK FOR PUBLISHERS: MISSION CRITICAL FOR THE OPEN WEB Engagement Engaging users by recommending organic content Monetization Monetizing with non - interruptive, native ads Audience Driving quality audiences from across the network $ 2 B+ Paid To Publishers Over 3 Years 1 ( 1 ) See Appendix for historical annual Traffic Acquisition Costs (TAC) Empowering editorial teams with actionable data insights 18

THAT ’ S WHY TABOOLA GETS LONG - TERM, EXCLUSIVE PARTNERSHIPS WITH PUBLISHERS • 120 % NDR in 2020 1 • 9,000 publishers • Global Publishers on a 5 + Year Contract with Taboola ( 1 ) Source: Company Data. Reported dollar - based net retention rate ( “ NDR ” ) is the simple arithmetic average of our monthly dollar - based net retention rate for the last twelve months. We calculate our dollar - based net retention rate by comparing our revenues from the same set of customers in a given month, relative to the comparable prior - year period. Dollar - based net retention rate for a given month is the revenues in that month from customers that generated revenues in the same month of the prior year divided by the revenues attributable to that same group of customers in the prior - year month. Current period revenues include any upsells and are net of contraction or attrition over the trailing 12 months, but exclude revenues from new customers in the current period. “ NBC News Group is excited to continue working with Taboola to expand the reach of our content and continue driving our already impressive growth. We recognize the value of Taboola ’ s technology and their ability to drive meaningful engagement with NBC News content, especially at a time when competition for user attention is at an all - time high. ” - Elisabeth Sami, SVP of Global Strategy and Business Development for NBC News Group 19

ADVERTISERS CHOOSE TABOOLA FOR THE OPEN WEB • Massive reach – 516 M Daily Active Users • Performance focus with measurable ROI • Brand safe ad placements • Target ads based on what people truly care about Largest advertiser is 3 % of total ad spend 10 th largest advertiser is 1 % of total ad spend 1 101 % Net Dollar Retention over last 8 quarters 2 ( 1 ) Source: Company Data ( 2 ) Last 8 quarters, excluding Q 2 - 2020 due to expected one - time impact of COVID - 19 Time 20

- Zach Jacobs, Director of Marketing at Mack Weldon “ Mack Weldon is a digitally native — growth focused — menswear startup brand that designs and delivers premium basics for men. As a performance marketer I ’ m constantly looking for new ways to create awareness for our products while growing our customer base cost efficiently. With Taboola, we more than doubled down on content marketing this year and grew our campaigns to drive thousands of customers every month. Recently, we found especially high - converting audiences on Taboola ’ s Data Marketplace. Targeting those audiences gave us greater scale and drove more purchases on sites that either previously did not convert or converted at too high of a cost. ” Taboola drives discovery and purchases of premium basics for men. Discovering Direct - To - Consumer Brands on Taboola 21

- Gahee Lee, Digital Sales Section Manager, Samsung Life Insurance “ We built a website to sell our insurance product online. To drive more sign ups, we started running digital campaigns. To encourage sign - ups, the completion of our quote calculator was the most important behavior. Taboola hugely contributed in expanding our strategy to new digital channels, and helped is gain more online customers. ” Generating Quality Leads for Samsung Life Insurance with Taboola 22

MARKETPLACE BUSINESS MODEL AI - Powered Biddable Marketplace Advertisers place bids to appear on Taboola and pay per click/view Taboola shares ad revenue with Publishers $ $ $ $ $ $ $ $ 23

AGENDA • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables 24

INVESTMENT HIGHLIGHTS ● The Open Web is a massive category ● Taboola ’ s technology is resilient to the future disappearance of third - party cookies ● Product - led growth fueled by a network effect ● Platform advantage driven by Taboola ’ s technology ● Numerous paths to accelerate growth ● Proven, founder - led management team ● Superior financial profile with recurring revenues, scale, and profitable growth 1 2 3 4 5 6 7 ( 1 ) Source: Company estimates 25

• Exclusive relationships with publishers: predictable supply • Product - led growth: powering recommendations (vs. optimizing impressions) • Direct relationships with 10 K+ advertisers TABOOLA IS POISED TO CAPTURE THE $ 64 B OPEN WEB MARKET The Open Web Audience Network Amazon DSP Source: Original Image: “ State of the Open Internet ” by Jounce Media, January 2020 , Modified to reflect Taboola as part of The Open Web 1 26

• Taboola has its own 1 st party cookie - recommending personalized editorial content enables serving our own 1 st party identifier • Unique readership context - deep access to the context of the page, allowing advertisers to target context (vs. “ 3 rd party cookie behavior ” ) • People click on Taboola recommendations tens of billions of times a year 1 - re - hashing Taboola identifier across websites TABOOLA TECH IS BUILT FOR A COOKIE - LESS WORLD Real RPM Taboola ’ s strong RPM performance despite 3 rd party cookies being blocked in the industry for years: - Apple started blocking 3 rd party cookies in 2017 - Firefox, Edge, etc are also blocking 3 rd party cookies - GDPR launched in 2018 - CCPA launched in 2019 2 ( 1 ) Source: Company data. Clicks represent total clicks on Taboola recommendations, including paid advertisements ( “ sponsored content ” ) and editorial ("organic") content 27

PRODUCT - LED GROWTH WITH A BUILT - IN NETWORK EFFECT 3 More Publisher Partners More Users Reached , More Often More User Data Gathered Higher Yield (Better Results for Advertisers and Publishers) 28

PLATFORM ADVANTAGE DRIVEN BY INVESTMENT IN TECH 500 R&D staff 100 in Algo & Data $ 100 M Annual R&D Investment 4 Source: Company data, 2021 estimates 29

RECOMMENDING ANYTHING, ANYWHERE A MULTI BILLION DOLLAR GROWTH ENGINE Core Business $ 1 B+ in 2020 & Growing Rapidly 2 A N Y T H I N G $ 10 M ’ s in 2020 3 $ 10 M ’ s in 2020 1 A N Y W H E R E New products and segments (TV ads, eCommerce, app downloads, gaming...) Taboola News (mobile carriers, device manufacturers, CTV...) 5 ( 1 )( 2 )( 3 )Source: Company data, Gross Revenue Note: Financial models take into consideration only the core business This Game Will Keep You Up All Night! Good Game | Sponsored 30

GROWTH CASE STUDY: CONVERTMEDIA ACQUISITION 5 2016 $ 20 M Annual Run Rate 1 Acquired ConvertMedia 2020 +$ 90 M Technology Integration & Go - To - Market 31 ( 1 ) Annual run - rates are expressed in Gross Revenue 31

PROVEN, FOUNDER - LED MANAGEMENT TEAM 6 Kristy Sundjaja 1 year at Taboola SVP, People Operations Ran Buck 7 years at Taboola SVP, Global Revenue Aviv Sinai 13 years at Taboola SVP, R&D Adam Singolda 13 years at Taboola Founder & CEO Eldad Maniv 8 years at Taboola President & COO Stephen Walker 6 years at Taboola CFO Lior Golan 11 years at Taboola CTO 32

FINANCIAL HIGHLIGHTS 7 WE POWER RECOMMENDATIONS FOR THE OPEN WEB $ 1.2 B Gross Revenue $ 379 M ex - TAC $ 106 M Adj. EBITDA $ 160 M Raised to date $ 200 M+ on the balance sheet 1 2 0 2 0 EST. 33 ( 1 ) Cash Balance as of 11 / 30 / 2020 33

AGENDA • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables 34

TABOOLA FOCUSES ON PROFITABLE GROWTH UPSIDE IN OUR MODEL • Growth from Core Open Web business only • Conservative growth assumed for existing base • Additional upside from existing growth initiatives and inorganic PROFITABLE GROWTH Rule of 40 Business ( 1 ) Adj. EBITDA Margin = Adj. EBITDA / ex - TAC Revenue ( 1 ) LONG - TERM MODEL • 20 %+ ex - TAC Revenue Growth • 30 %+ Adj. EBITDA Margin 35

2019 METRICS WERE INFLUENCED BY OUR INVESTMENT STRATEGY In 2019 , Taboola made the decision to invest $ 60 million in long - term partnerships with a number of very large, brand name publishing networks 1 Given that investment, Adj. EBITDA margin (% of ex - TAC) was 11.5 %... 2018 A 2019 A 2020 E 27.8 % 23.8 % 11.5 % … Without that investment, Adj. EBITDA margin would have been 26.4 % 2018 A 2019 A 2020 E 27.8 % 23.8 % 26.4 % In 2020 that investment has paid off as Adj. EBITDA margins are above 27 % - higher than historical trends (1) "Invest ” means initial losses on these publisher networks plus management ’ s estimate of margin lost on other publishers due to lower yields as demand was spread thinner. 36

COVID - 19 IN 2020 PROVED THE RESILIENCY OF OUR MODEL • COVID - 19 / Recession Dip Strong Recovery Real RPM 1 Leaving 2020 stronger than we entered with sustainably higher profitability Sustainable yield increase, driving higher margins • Worked with publisher partners to optimize for yield • Signed more advertisers seeking consumers digitally • Dramatic improvements in algorithms Reset cost base • Hiring freeze permanently “ right sized ” organization (sustainable) • Reduced travel, real estate and overhead (partially sustainable) Relentless Focus on Yields … … Combined with Historically Low Costs 1 . 2 . 1 . 2 . ( 1 ) Real RPM (revenue per mille) is normalized measure of RPM performance that controls for changes in RPM due to traffic shift s. ( 2 ) Cash Expenses is the difference between Adj. EBITDA and exTAC Revenue. 2019 is adjusted to reflect an ex - TAC margin of 24.7 % as detailed on the previous slide. 37

GROWTH DRIVEN BY CORE OPEN WEB INSTALLED BASE New Publisher Supply in Open Web • Historically 15 % new supply growth • Projecting 8 - 11 % going forward Net Dollar Retention Growth Has Two Elements • Improvements in yield (RPM) • More supply from existing publishers • Projecting 101 - 103 % net dollar retention - historically 110 - 120 % Continued growth from new supply... … helps provide fuel for growth from a strong installed base. 1 . 2 . 1 . * Reported dollar - based net retention rate is the simple arithmetic average of our monthly dollar - based net retention rate for t he last twelve months. We calculate our dollar - based net retention rate by comparing our revenues from the same set of customers in a given month, relative to the comparable prior - year period. Dollar - based net retention rate for a given month is t he revenues in that month from customers that generated revenues in the same month of the prior year divided by the revenues attributable to that same group of customers in the prior - year month. Current period revenues include any upsells and are net of contraction or attrition over the trailing 12 months, but exclude revenues from new customers in the current period. Outlier 38 2 .

P&L SUMMARY: FORECASTS SHOW OUR PROFITABLE GROWTH PLANS $ 106 M $ 379 M $ 127 M $ 445 M $ 143 M $ 516 M 16 % ex - TAC Revenue Growth 1 27 %+ Adj EBITDA Margin 17 %+ Adj EBITDA Growth 2 80 %+ Adj. Gross Profit Margin 3 ( 1 ),( 2 ) Growth rates reflect 2020 - 2023 CAGR ( 3 ) Adj. Gross Profit Margin is calculated as a percentage of ex - TAC revenue ADJ. EBITDA ($ in millions) ex - TAC ($ in millions) 2020 E 2021 E 2022 E 39

AGENDA • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables 40

TRANSACTION SUMMARY Notes ( 1 ) Total shares includes 201.1 million rollover equity shares, 25.9 million ION public shares, 20.0 million shares from PIPE, 6.5 million ION founder shares and 5.0 million FPA shares. Excludes dilution from 12.4 million public and private placement warrants struck at $ 11.50 . Assumes no redemptions. ( 2 ) Based on management estimates -- cash on balance sheet includes unrestricted cash and marketable securities of $ 196 million as of April 26 , 2021 plus $ 389 million of proceeds from the transaction, which assumes $ 100 million of secondary share purchases, though there may be less. ( 3 ) Excludes investment in PIPE. ( 4 ) Assumes no redemptions Values shown assuming $ 10.00 per IACA share for illustrative purposes; does not include impact of the public and sponsor out - of - the - money warrants. Pro Forma Ownership 41 ( 3 )

VALUATION FRAMEWORK Mid - Cap Advertising Technology • Funded by digital marketers / advertisers looking for new customers • Similar scale • Funded by digital marketers / advertisers looking for new customers • Recurring revenues • B 2 B - oriented solutions that are consumer focused • Support marketers / advertisers looking for new customers Advertising Technology Majors Marketing Technology Primary Secondary 42

VALUATION METRICS CY 21 : CY 22 : Source: Wall Street research, filings and FactSet as of 1 / 7 / 2021 . Note: Taboola figures calculated using ex - TAC revenue. Figures for Alphabet, MediaAlpha, Magnite, PubMatic and Trade Desk calculated on a ex - TAC equivalent revenue basi s. Data for Advertising Technology and Marketing Technology represents means. Advertising Technology Majors: Alphabet, Facebook, Twitter. Marketing Technology: HubSpot, Medalia, LiveRamp, LivePerson, SVMK and Yext. 43

OPERATIONAL METRICS CY 21 : CY 22 : Source: Wall Street research, filings and FactSet as of 1 / 7 / 2021 . Note: Taboola figures calculated using ex - TAC revenue. Figures for Alphabet, MediaAlpha, Magnite, PubMatic and Trade Desk calculated on a ex - TAC equivalent revenue basi s. Data for Advertising Technology and Marketing Technology represents means. Advertising Technology Majors: Alphabet, Facebook, Twitter. Marketing Technology: HubSpot, Medalia, LiveRamp, LivePerson, SVMK and Yext. 44

Thank you. 45 45

APPENDIX 46

OUR MODEL IN A NUTSHELL 47 Page views RPM Gross revenue ( 1 ) Traffic Acq Cost (Value to publishers) ex - TAC Revenue ( 2 ) Cost of Revenues Gross profit R&D S&M G&A Operating Income 799 bn $ 1.14 $ 909 ($ 627 ) $ 282 ($ 48 ) $ 234 ($ 73 ) ($ 110 ) ($ 34 ) $ 17 $ 1.00 ( 100 %) ($ 0.69 ) $ 0.31 ($ 0.05 ) $ 0.26 ($ 0.08 ) ($ 0.12 ) ($ 0.04 ) x = – = – = – – – = Model components: Sample inputs / financials: Illustrative Taboola economics: ( 1 ) Revenue paid by Advertisers, before traffic acquisition costs (TAC) paid to Publishers. ( 2 ) Revenue to Taboola after TAC paid to Publishers. Adjusted EBITDA $ 67 Dep, Amort, Stock Based Comp, One - Time $ 50 + = 47

KEY MODEL ASSUMPTIONS Operating costs: ($ in millions) Operating margin (% of ex - TAC revenue) Operating income ($ in millions) REVENUE (ex - TAC) ▪ Historically, Taboola grew 20 %+ (CAGR ’ 17 A - ’ 20 E) ▪ In 2020 , Taboola will generate ~$ 379 million ex - TAC ▪ Conservatively modeled ~ 16 % growth, doubling ex - TAC in 5 years ADJUSTED EBITDA ▪ $ 106 million in 2020 and growing faster than ex - TAC Revenue ▪ > 25 % of ex - TAC Revenue ( 2020 E) ▪ Rule of 40 : ex - TAC growth + Adj. EBITDA Margin always above 40 % COST ASSUMPTIONS ▪ Return to “ normal ” operations and cost basis in H 1 2021 (conservative) ▪ Two primary costs (headcount and hardware / IT) grow commensurate with revenue growth 48 ( 6.4 %) 8.9 % ( 10.1 %) 6.6 % 10.4 % ($ 19 ) $ 34 ($ 45 ) $ 34 $ 62

HISTORICAL & PROJECTED REVENUE Gross revenue margin YoY growth 49

P&L SUMMARY ADJ. EBITDA MARGIN ▪ Return to “ normal ” operations and cost basis in H 1 2021 ▪ Investing in serving infrastructure and Algo beginning 2021 ▪ IPO readiness costs added starting 2021 LONG - TERM EX - TAC REVENUE GROWTH ▪ Current Model only forecasts growth from Core Business ▪ Long - Term Growth of 20 %+ includes core business growth, inorganic and existing growth initiatives 50

2020 / 2021 QUARTERLY FINANCIALS Note: dollar values in this table reflect rounded values; growth and margin calculations are based on exact values calculated to nine decimal places 51

ADJUSTED EBITDA RECONCILIATION 52

ADJUSTED EBITDA RECONCILIATION 53

ex - TAC Revenue Reconciliation 54

ex - TAC Revenue Reconciliation 55

FREE CASH FLOW (1) Adj. EBITDA Plus the change in working capital reflects the net cash provided by operating activities. ( 1 ) 2021 Free Cash Flow Reduced by Plan To Invest in Two Areas: 1) Purchase of $ 30 M of servers beyond “ normal ” levels as part of investment in algorithmic yield improvements 2) Plan to remodel offices globally for post - COVID work environment 56

CONSOLIDATED BALANCE SHEET ($ in millions) As of Dec 31, 2019 As of Sept 30, 2020 Cash $ 122 $ 189 Total Assets $ 412 $ 414 Total Liabilities & Convertible Shares $ 402 $ 386 Accumulated Deficit $ (37) $ (31) Additional Paid - in - capital $ 47 $ 59 Total Stockholders' Equity $ 10 $ 28 57

TABOOLA PROTECT Ongoing monitoring of the network and removal of undesirable content and actors. 30 + Reviewers 24 / 5 manual review + 14 h per day on weekends 24 / 7 automated review - Taboola automations including AI tools 13 Languages English, Danish, Swedish, Norwegian, Spanish, Portuguese, German, French, Hebrew, Japanese, Korean, Dutch, Italian 500K+ Items reviewed every week CONTENT / ADS CONTENT REVIEW TEAM Manual Review Automated Review Labeling REJECTED ACCEPTED Go Live QUALITY CONTROL Manual Content Sweep Internal & External Automated Scans + + 58 58

Exhibit 99.3

C O R P O R A T E P A R T I C I P A N T S

Gilad Shany, Chief Executive Officer, ION Acquisition Corp.

Adam Singolda, Founder and Chief Executive Officer, Taboola.com Ltd.

Stephen Walker, Chief Financial Officer, Taboola.com Ltd.

P R E S E N T A T I O N

Mark Roberts – The Blueshirt Group

Good morning, good afternoon, or good evening ladies and gentlemen, depending on where you are listening from. Thank you for standing by and welcome to the Taboola.com Ltd. and ION Acquisition Corp. Conference Call. We appreciate everyone joining us today.

The information discussed today is qualified in its entirety by the Form 8-K including exhibits filed today by ION Acquisition Corp. and which may be accessed on the SEC website.

ION Acquisition Corp. has filed an investor deck with the SEC which will be helpful to reference in conjunction with today's discussion. Please review the disclaimers in the deck because they apply to today's call.

Please note ION Acquisition Corp. and Taboola will not be fielding any questions on today's call.

Statements made during this call that are not statements of historical fact constitute forward-looking statements. These include selected projected Taboola 2020 financial metrics taken from the investor deck that are subject to the disclaimers in that deck. All forward-looking statements are subject to risks, uncertainties and other factors that could cause matters expressed or implied by those forward-looking statements not to occur. They could also cause ION Acquisition Corp.'s, Taboola's or the combined company's actual results, to differ materially from historical results and/or from forecasts, including those set forth in ION Acquisition Corp.’s Form 8-K and exhibits filed today. This presentation will refer to non-GAAP measures. For an explanation and reconciliations to GAAP, please refer to today’s press release and the investor slide deck that was filed today with the SEC by ION Acquisition Corp.

Participating on today’s call are Gilad Shany, Chief Executive Officer of ION Acquisition Corp., Adam Singolda, Founder and Chief Executive Officer of Taboola, and Stephen Walker, Chief Financial Officer of Taboola.

With that, I will turn the call over to Gilad Shany, CEO of Acquisition Corp. Gilad?

Gilad Shany

Thanks to everyone for joining us. My name is Gilad Shany, and I am the Chief Executive Officer of ION Acquisition Corp. We are extremely excited to share with you the proposed business combination between ION Acquisition and Taboola.

ION Asset Management is an asset management firm based in Israel with over $2 billion of assets under management. ION Asset Management has a long history of investing in and advising Israeli technology companies across private equity and public markets, and now in connection with SPACs.

With support from the ION Asset Management team, we were looking for a global technology leader and we are excited to partner with Taboola to take a significant share of the open web. Before I hand it over to the Taboola’s management team, I’d like to leave with you a couple of high level points regarding our investment thesis.

Our thesis is simple. Number one, we believe that the same way search and social are categories that shaped the web as we know it, Taboola has led the recommendations category, which over time will continue to take share of a massive $64 billion open web market.

Number two, Taboola is leveling the playing field for publisher partners, providing publishers with scale, technology and a robust advertising platform, all of which both Facebook and Google have but publishers lack. We think Taboola’s tech stack is doing for publishers and content creators what Shopify did for sub-scale eCommerce.

Number three, Taboola has an attractive and efficient financial profile with over a billion dollars of gross revenues, with almost $400 million in ex-TAC revenue, and over $100 million Adjusted EBITDA based on Taboola’s 2020 projections. This is a company which raised $160 million to date and still holds $200 million of cash on the balance sheet, further underscoring their capital efficiency. We have strong financial historical profitable growth that is expected to continue.

Number four, management team. We have been watching the team from the sidelines for years and are excited to join this journey. I am personally excited to be joining the Board.

We believe we are starting at ground zero with a $2.6 billion valuation that leaves substantial upside to compound with this investment over time. We are increasing our commitment, not just with our SPAC capital but also investing significant capital from both our private equity business and hedge fund.

For all of those reasons, we are extremely excited to partner with Taboola and to be investors in this compelling long-term opportunity.

With that, I will turn it over to Adam to walk you through the Taboola business plan in greater detail. Adam?

Adam Singolda

Thank you, Gilad. Hey, everyone.

Thirteen years ago, I was in my house and realized I could not find anything to read or watch on TV, and I thought, “I should not be looking for information; information should be looking for me.” As I think about our business, I think of Taboola as a search engine but in reverse. Instead of expecting people to type things they know and look for information, like travel information, news, or products, Taboola is providing them with recommendations for content and things they might like but just never knew existed.

In the future, I think recommendation engines will be all around us and suggesting things to us that we just never knew existed, and those recommendations will become increasingly valuable to consumers. I firmly believe that recommendation engines will be a big part of the open web experience going forward and, as you will hear today, we think Taboola is well positioned to be the recommendation engine for the entire open web.

Chances are that you have seen our product before. For instance, if you go to CNBC.com and you scroll down the page, maybe you watched a video of squawk box, for example, and it says “More from CNBC.” This is additional CNBC content from their own site and those recommendations are being powered by Taboola. In this case, Taboola’s recommendation helps the user further engage with CNBC, making the site stickier, and publishers value that because they want to engage consumers, and have a lot of content to just engage consumers with.

In addition, besides our editorial recommendations publishers use, you will see promoted recommendations that are paid by advertisers. We work with many types of advertisers, big and small, and we are able to surface their ads in a way that is contextually relevant to the page and the experience the users have, and therefore more valuable to the advertisers, side by side to an editorial piece of content offered to the person at the right time in a way that’s relevant for them, creating real value for the user, and that’s how we generate revenue.

We only make money when advertisers pay us, and we share that revenue with publishers.

From a technology perspective, as opposed to when people tell Google what they want and they tell Facebook who they are, Taboola doesn’t have these signals. We look at the way people are interacting with the open web, and in less than a second we need to make an educated guess as to what you might like to look for next, and that is a very difficult technology to create and evolve. We’ve been doing this for the last decade, and I can tell you scale matters because you need a lot of data and information in order to make your recommendations valuable. At this point, Taboola is interacting with over half a billion daily active users, which is more than Twitter and Snap combined. We serve more than one trillion recommendations every single month, and all of that feeds the Taboola AI engine so that it can be better at predicting recommendations which will allow us to engage with consumers and monetize that moment of engagement via our advertisers on the open web.

We look at the digital landscape as segregated into two parts. What is commonly referred to as the walled garden where Facebook for social, Google for search, Amazon for eCommerce operate and are dominant. Then you have the rest of the world, the open web. People spend 25% of their time in the open web. These are websites, apps you download on your phone or connected TVs, games. All of those things we like as consumers, that is the open web.

The opportunity we see ahead of us is that there’s $64 billion of advertising in the open web, but it is mega-fragmented. There’s no Google for the open web, there’s no Facebook for open web, there’s no big company serving publishers on the open web and giving advertisers access to that open web, and Taboola wants to be that company.

If we take a step back and think of the current state of play in the open web, we are still monetizing the open web with ad formats that were invented 20 years ago—banner ads as an example. That’s tens of billions of dollars in other ad formats. I strongly believe the recommendation engine will allow Taboola to consolidate the market by surfacing feeds that are both engaging to consumers in terms of offering them content they may like, as well as to advertisers. These are in-feed video, native advertising, eCommerce and other things very similar to what Facebook is doing, or Instagram, but in the walled garden.

CNBC or Disney, as big as they are, are still smaller in the context of Facebook and Google. They do not have broad access of advertisers Google has, or data, or technology and AI, and Taboola wants to provide that. When we bring them AI-powered data and access to advertisers, we help create a relationship between those publishers in the open web to all those advertisers that want to reach them. Think of us doing for the open web what Shopify has done for SMBs but in eCommerce.

I want to touch on some of the software we have developed over the last 10 years. The reason that we are the open web company versus traditional advertising companies is driven by the fact that our identity is built around publishers. We are a B2B platform that is built to serve publishers first. We offer our publishers three things. We give them ways to drive new audiences to their website. If you are USA Today, we can help you find new consumers that will reach USA Today. We help our publishers engage with consumers on their site. What content should people read? What content should you write? What content converts people to subscription? All of those services are SaaS software that we have developed over the last 10 years, and we have invested tens of millions of dollars in. We give that software for publishers as a value-add. That helps us engage with the entire publisher organization.

And lastly, we monetize those moments when people interact with our recommendation engine and share that with our publishers. Google is a search engine making money with ads. Facebook is a social network making money from ads, and Taboola is a recommendation engine for publishers making money from ads.

Publishers use us regardless to how much money we make together; they use us to run their businesses. Just to give you a validation of this strategy, companies like CBS, CBS news, CBS Sports, Comcast, all of Comcast, MSNBC, CNBC, the Today Show, Telemundo, local sites, all of these amazing publishers not only give us an opportunity to generate advertising revenue together like they do with traditional advertising companies, they sign with us a multi-year exclusive global relationship in the recommendation space, which means that when they will consider who should they work with next, we’re deeply working together across the entire organization. Our publishers and us have developed a strategic product-led partnership, and on top of that, because we believe we are a significant revenue source for publishers, if you look at current publishers, if we just grow our yield with the same set of publishers we partner with today, we can grow indefinitely without bringing even new publishers to our network, which we obviously aim to do. If we just improve our yield from our AI and advertising perspectives on the same publisher base we have now, we can grow substantially.

On the other side of our business, we don’t have a wine and dine advertiser type of business to convince people to work with us. This is not a business where we hope for the best. This is a performance- based company, always-on type of business, and advertisers value that. In a world of the social dilemma, consumer boycotts, user generated content, it’s hard to get fired for advertising on CNBC or ESPN. In fact, advertisers working with us are funding quality journalism and the future of the open web, and they are very, very happy to do so as well as diversifying outside of Google and Facebook.

Last but not least, for consumers, when we see them on websites, we’re showing them recommendations paid by advertisers in that moment they read about something they really care about. If you think about what you share with Facebook, you probably don’t really share everything. As an example, something about your kids they really care about, but you also probably read about it all of the time. You may spend hours getting educated about this topic and that’s when we see you and when advertisers get the contextual element of seeing you in that moment. That gives us an advantage and the advertisers know that their content is being promoted at the right time.

Within the open web you see some good companies like The Trade Desk, Magnite, Pubmatic, and they are all great companies, but the fundamental difference between Taboola and other advertising companies is that Taboola is first a recommendation company. We give our publishers real-time editorial software insights so they know what people are looking for and what to write about, and all of these things help us engage throughout the open web. Most of this is direct. Our advertiser base currently stands for 13,000 advertisers, most of which work directly with Taboola, not through an agency, and we have 9,000 publishers directly working with Taboola as well. The largest advertiser is only 3% of our business, and this is a very high touch, intimate relationship on both sides, and we really believe our recommendation engine is what will keep our publishers happy, our advertisers happy and help us grow to billions of dollars in revenue over time.

I think it’s worth talking a little bit about privacy, as this is obviously a topic that’s been growing in importance over the last three years. You see Apple blocking third party cookies, GDPR in Europe, CCPA in California, and even though the Internet is becoming more private, Taboola has been able to grow its yield which means that we are agnostic to this trend. The reason is because of our identity as a recommendation engine first. It means that you are integrated directly onto publishers’ pages. Because they need an editorial recommendation engine in any case, that means we get to serve our own Taboola first party cookie to consumers. So when you come back to a website to read the news, we know you are you. For those reasons, I see a huge opportunity in the future because I think the open web will need Taboola even more when the giants are fighting each other.

This is a market that rewards performance. The more we are able to partner with great publishers, the more users we get to see, and they click more and as a result our yield gets better, and then we partner with even more publishers and grow over time even more, and everything trends in the right direction because of this flywheel, and I am very excited that we can continue to grow that way.

I’ll just touch on the technology side. We are one of the top most desirable place for amazing Israeli engineers to work, and we are proud of that. I spent almost seven years before Taboola working in the Israeli cyber unit. Many people on my staff came from similar units and this gives us great access to talent in Israel. We invested nearly $100 million in R&D in 2020 and will again in 2021, including the purchase of tens of millions of dollars worth of servers. We focus on AI and all of that contributes to the flywheel I mentioned earlier

Let’s talk about growth. We see three growth areas; we believe they are each multi-billion dollar opportunities. Our core business is the current $1.2 billion revenue we have, almost $400 million ex-TAC with over $100 million of Adjusted EBITDA. It’s generally a very predictable business. We’ve been doing it for 10 years, and we know what we do and how we do it. And in our model, we have only modeled our core business, which means that there is substantial upside around the other two growth engines I’m going to speak about.

The first growth engine is where Taboola expands into recommending anything. We will get into eCommerce. You will buy things on Taboola, shirts and mattresses. We will recommend apps, games, for example, and we will get into TV ads as it transitions to digital. So over time, we will not only recommend news, but rather, everything. All of this will help us to recommend more things throughout the open web.

The second growth area for us has Taboola recommending things anywhere. In other words, not just via your browser. You can imagine that over the next five years you will start seeing Taboola serving recommendations in places like your connected TV back home. We won’t get a Netflix deal, but many of your future TV apps will be powered by Taboola. When you watch Wonder Woman on HBO Max, that’s a good candidate for showing you shows powered by Taboola. When you buy a device that’s not Apple—Apple has AppleNews which they are very proud of—but for the rest of the billions of Android devices, they need a news feed too. We can do that. Cars have a Spotify integration, but they don’t have a squawk box available for them. Why is that? We have access to all of that content and we can create feeds for consumers in their cars, in their devices, in their TVs.

So, over the next five years we are focused on expanding beyond the browser and being available all around you. We are looking to capture more of your time and interact with you throughout our partners. Again, we are a B2B company. We will never be a Google. We will never be a consumer-focused company. We will work with our partners and grow only if they grow, which I think is a big part of our identity.

Let me turn to inorganic growth. We will have a huge appetite for smart inorganic growth. Because of our scale—and you’ve seen our cash position—there is a lot we can do. We have identified specific targets we think can supercharge our growth areas, eCommerce, TV and others. We are talking to some already. Those will be big businesses, but with our currency and cash, we will be well positioned to do that.

I want to point you to a video company we acquired four years ago. At the time it had $20 million in revenue and now it has $90 million in revenues. This has given us an appetite to do more of this type of deal. Again, this is where our scale and our publisher-first model will allow us to accelerate their technology into our platform.

I want to finish up on the people front. Even though we’re a technology company with a very strong financial profile, the reason Taboola works is that we have built a team that’s been together for years, through the good and through bad. When no one wanted to invest and when everyone wanted to invest, we were the same people. We have created high value for our clients and partners in 2020 during the pandemic. You saw the true value of our culture as we have emerged better and stronger. I think that’s a key element of our success.

With that, let me turn you over to Steve Walker, our CFO, to walk you through the financials

Stephen Walker

Thanks Adam. In terms of top line financials, you can see that we will end 2020 with about $1.2 billion of gross revenues. That’s the total advertising dollars that flow through our system. We will have approximately $379 million in ex-TAC revenues, which is what we keep after we pay our publishers, and we will have over $106 million of Adjusted EBITDA. Note that all of these 2020 projections are from the PIPE investor deck and still subject to change as we complete our audits.

I think Gilad mentioned this earlier, but we like to focus on being efficient in terms of how we allocate capital. We have raised $160 million to date and we had over $200 million on our balance sheet at the end of 2020. The reason for that is that we focus on growth, but we also focus on profitable growth. When we think about profitable growth, we look at two metrics. First, we look at growth of ex-TAC revenue, which is the revenue again after what we pay the publishers. You can see that’s been growing at over 21% per year historically. We consider that our top line. We are forecasting about 16.6% growth going forward, and I think that is reflective of our inherent conservatism in this model.

That ex-TAC growth is how we measure how fast we are growing. When we think about profitability, we focus on our Adjusted EBITDA margin. That’s Adjusted EBITDA divided by our ex-TAC revenue. You can see that in 2020 estimate that will be 27.8%. We target keeping that between 27% and 30% as we continue to grow.

So, the way we put those two metrics together is that we think about it similar to the Rule of 40 for SaaS businesses; growth rate plus profitability should exceed 40%. That’s how we track our business.

Adam mentioned this earlier, but the growth in the go-forward model is from our core business. We are not modeling growth from our growth initiatives, nor are we modeling potential future acquisitions. If we were to take those into account, we would expect more like a 20%-plus ex-TAC revenue growth rate business and a 30%-plus Adjusted EBITDA business in the long term.

I did want to take a moment to address 2019 because you can see it was an outlier for us. What happened in 2019 actually started in 2018. We realized in 2018 that in Q4 2018 and Q1 2019, there was an exceptionally large number of big publisher networks that were coming up for renewal that we wanted to win. So, we invested about $60 million in winning those publisher networks. Our investment was in the form of a willingness to accept upfront losses with the publishers, knowing that we’d get them profitable over time. That was about a $60 million hit to our ex-TAC revenue and Adjusted EBITDA in 2019. Without this investment, you can see from our chart that we would have had about a 26.4% Adjusted EBITDA in 2019.

Having said that, we are very happy we made the investment because in 2020 we achieved higher Adjusted EBITDA margin than we have ever had before, and most of those publisher networks are now breakeven to profitable. They also have room to continue to grow with us. So, overall, we are very happy with the investment. By the way, that feeds our network effect, the flywheel that Adam spoke to, where we scale and we get even more yield over time.

I will also talk briefly about 2020 as it was an unusual year, not just for Taboola, but for everybody. The good news is that it was a focusing event for us. We woke up in mid-March and our yields, which is what we make on each of our ad units, had dropped 15% to 20%, literally overnight. That was like a bucket of cold water for us. So we stepped back and we asked ourselves what we needed to do to keep our business healthy.

We decided to focus on two things. First, we focused on getting our yields back up and we did three things to accomplish this. First, we worked with our publisher partners with whom we have had long-term relationships to optimize their implementations for yield. We said to them, ‘You need revenue. We need revenue. Let’s optimize everything we do for yield,’ and that helped. Second, we started focusing on signing up what we called COVID-resistant advertisers. We found the advertisers who were trying to reach consumers who were now trapped in their homes and who they couldn’t reach in the physical world. As a result, we brought on more new advertisers in 2020 than we have historically. That also helped drive up yield.

Finally, we had our tech teams focus relentlessly on improving our algorithms and more effectively targeting our ads, and that also drove yield. So, net net, you will note that we are exiting 2020 at a higher yield than at any point in our history, which obviously helps profitability.

By the way, all three of those actions we took will carry forward. Our publishers will want to maintain higher revenue rates that we achieved with them; the new advertisers, once they come on with us they tend to remain with us and grow, so they should carry forward; and the algo improvements are obviously permanent.

The second major focus area for us in 2020 was on resetting our cost base. We found ways to leverage our business that we didn’t know we could do previously. For instance, we looked at every cloud service across the company, and we cut back on the ones that were not providing clear return on investment. Likewise, we looked at every operation in our business and found smarter ways to work and increase our efficiency, and we generally right-sized the org. These increased efficiencies are also sustainable and our cost base is at the right level to continue to build the business efficiently going forward.

So, net net, while 2020 was a tough year for us and for the world at large, it was also good for us as it was a focusing event and forced us to find ways to be more efficient throughout our business.

As we look forward and think about how we forecast the business in the future, I have already mentioned that we are taking a somewhat conservative approach. There’s two ways that we grow our business. First, we bring on new publisher relationships. Historically, that supply growth has averaged about 15% per year. We are projecting 8% to 11% going forward as we are trying to be conservative. The second way we grow our business is to grow those publisher relationships over time. Historically we have grown them at 110% to 120% on a net dollar retention basis. That means after churn we still grow those publisher accounts on average 10% to 20% per year, and we are only projecting forward net dollar retention of 101% to 103% .

So as I mentioned, we really focus on two key metrics when we measure our business, ex-TAC revenue growth rate and Adjusted EBITDA margin. We want to continue to grow our ex-TAC revenue at a healthy rate, but we want to do so profitably by maintaining the strong Adjusted EBITDA margin. That is basically the way we manage our business.

Gilad Shany

Now for the transaction summary. We are looking at a $2 billion enterprise value and a pro forma cash position of close to $600 million that will put the combined equity value at close to $2.6 billion. On those numbers, we believe we have a very attractive value proposition here with ex-TAC revenue multiple of 4.5 times this year and less than 4 times next, and pro forma Adjusted EBITDA multiple of less than 16 times this year and 14 times next.

If we move to Slide 42, we’ll see the valuation framework we’ve been looking at, and we mainly look at midcap advertising technology companies, and on the secondary piece advertising technology majors and marketing technology companies.

Then if you move to Slide 43, we will see why we think this transaction is so attractive. On every metric we look at, Taboola screams very attractive levels, on EBITDA revenue, EV to Adjusted EBITDA and on Adjusted EBITDA multiples relative to growth, we look at Taboola relative to the comp set we are showing here and we’re seeing a significant valuation gap. Now, we obviously think there’s a lot of room to grow for Taboola. We’re excited about the opportunity to invest, and we’re doing it because the management and us believe in the form of partnership and getting great partners for the long term to join this ride at a very attractive valuation entry.

With that, I want to thank you all for taking the time to listen to our presentation, and we hope to see you on the other side as partners.

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