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): April 19, 2021
ION
ACQUISITION CORP 1 LTD.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-39581
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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89
Medinat Hayehudim
Herzliya
4676672, Israel
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +972 (9) 970-3620
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Units,
each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
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IACA.U
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The
New York Stock Exchange
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Class
A ordinary share, par value $0.0001 per share
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IACA
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The
New York Stock Exchange
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Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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IACA
WS
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The
New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
Regulation FD Disclosure.
Furnished
as Exhibit 99.1 hereto is an updated investor presentation, dated April 19, 2021, prepared in respect of the proposed transaction
involving Taboola.com (“Taboola”) and ION Acquisition Corp 1 Ltd. (“ION” and, such transaction, the
“Business Combination”).
Furnished
as Exhibit 99.2 herein is a press release, dated April 19, 2021, announcing Taboola’s selected preliminary first quarter 2021
results.
The
information in this Item 7.01, Exhibit 99.1, and Exhibit 99.2 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, Exhibit 99.1 or Exhibit 99.2 attached hereto.
Important
Information About the Business Combination and Where to Find It
In
connection with the proposed Business Combination, ION intends to file with the Securities and Exchange Commission (“SEC”)
the Registration Statement on Form F-4 required to be prepared in connection with the proposed transaction (the “Registration
Statement”) which will include a proxy statement/prospectus and certain other related documents, which will include both the
proxy statement to be distributed to holders of shares of ION Class A Shares in connection with ION’s solicitation of proxies for
the vote by ION’s shareholders with respect to the Business Combination and other matters as may be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the securities of Taboola to be issued in the Business Combination.
ION’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus
included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will
contain important information about Taboola, ION and the Business Combination. After the Registration Statement is declared effective,
the definitive proxy statement/prospectus will be mailed to shareholders of ION as of a record date to be established for voting on the
Business Combination and other matters as may be described in the Registration Statement. Shareholders of ION will also be able to obtain
copies of the proxy statement/prospectus and other documents filed with the SEC that may be incorporated by reference therein, without
charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: ION Acquisition Corp 1 Ltd., 89 Medinat
Hayehudim Street, Herzliya 4676672, Israel, Attention: Secretary, +972 (9) 970-3620.
Participants
in the Solicitation
ION
and its directors and executive officers may be deemed participants in the solicitation of proxies from ION’s shareholders with
respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in ION is contained in ION’s registration statement on Form S-1, which was filed with the SEC on October 1, 2020 and is available
free of charge at the SEC’s website at www.sec.gov, or by directing a request to ION Acquisition Corp 1 Ltd., 89 Medinat Hayehudim
Street, Herzliya 4676672, Israel, Attention: Secretary, +972 (9) 970-3620. Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.
Taboola
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of
ION in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding
their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. ION’s and Taboola’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation, ION’s and Taboola’s expectations with respect to
future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business
Combination, and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks
and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside
ION’s and Taboola’s control and are difficult to predict. Factors that may cause such differences include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or
could otherwise cause the Business Combination to fail to close; (2) the outcome of legal proceedings that have or may be instituted
against ION and Taboola; (3) the inability to complete the Business Combination, including due to failure to obtain the requisite approval
of shareholders or other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for
an alternative business transaction that could interfere with the Business Combination; (5) the inability to obtain or maintain the listing
of the ordinary shares of the post-acquisition company on The New York Stock Exchange following the Business Combination; (6) the risk
that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes
in applicable laws or regulations; (10) the possibility that Taboola or the combined company may be adversely affected by other economic,
business, competitive and/or factors such as the COVID-19 pandemic; and (11) other risks and uncertainties indicated from time to time
in the proxy statement/prospectus relating to the Business Combination, including those under “Risk Factors” in the Registration
Statement, and in ION’s other filings with the SEC. ION cautions that the foregoing list of factors is not exclusive. ION cautions
readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ION does not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Item 9.01
Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ION ACQUISITION
CORP 1 LTD.
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By:
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/s/
Anthony Reich
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Name:
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Anthony Reich
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Title:
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Chief Financial Officer
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Date: April
19, 2021
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