Filed by Taboola.com Ltd.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: ION Acquisition Corp 1 Ltd.

Commission File No. 001-39581

Date: January 26, 2021

Taboola signs deal to go public on NYSE via a SPAC at $2.5-3 billion valuation

Four months after the planned merger with Outbrain fell through, Taboola CEO

confirmed the Israeli content recommendation platform is heading to Wall Street

Calcalist

By Golan Hazani

January 25, 2021

Digital advertising platform Taboola is on its way to the New York Stock Exchange, with a person familiar with the move telling Calcalist under the condition of anonymity that it has signed a deal to merge with ION Asset Management’s special-purpose acquisition company (SPAC). ION Acquisition Corp 1 Ltd. raised $259 million in its initial public offering on NYSE in October with the goal of “meeting with Israeli tech and innovation driven companies to find a suitable partner for a merger,” according to the company.

Taboola will receive access to the SPAC funds and will raise an additional investment via PIPE investments (private investment in public equity). As soon as the merger is approved by the shareholders of the SPAC, Taboola’s shares will be traded on NYSE. Taboola’s valuation in the deal is estimated at $2.5 to $3 billion. Credit Suisse accompanied Taboola in the deal.

“I started Taboola from my bedroom in my parent’s house back in 2007 because I couldn’t find anything to watch on TV. I thought, ‘people should not be looking for information, information should be looking for people.’ Sort of like a search engine, but in reverse. Over the last 13 years we’ve built recommendation technology for forward-thinking publishers and advertisers in the open web,” Singolda wrote on the Taboola website. “Taboola now delivers recommendations to more than 500M people every day. You’ve seen us before, if you’ve visited websites you love like CNBC, the Today Show, USAToday, The Independent in the UK, MSN, or Sankei in Japan — Taboola recommends the site’s own editorial content, as well as recommendations paid by advertisers.

“Today we announced our plan to go public and be listed on the NYSE as ‘TBLA.’ This will happen under a merger agreement we signed with ION Acquisition Corp., which is already NYSE listed.”

Taboola had agreed to merge with fellow Israeli-headquartered digital advertising platforms Outbrain in 2019, but their merger was canceled last September. Taboola was meant to pay Outbrain shareholders $250 million for a 70% stake in the merged company, which was meant to be headed by Taboola founder and CEO Adam Singolda. However, with Taboola’s funding from the banks expiring during August and the company not managing to extend it, Taboola requested from Outbrain to make the deal a stock-for-stock merger, a request that was denied.

Outbrain is also expected to go public, but it is likely to do so via a standard IPO.

ION Acquisition is led by CEO Gilad Shany and Chairman Jonathan Kolber. Shany is also the Managing Partner of ION Crossover Partners (ICP). Prior to co-founding ICP, Gilad spent a decade investing in public and private companies with Baron Capital, and with Magma Venture Partners. Kolber also manages his family office in Canada and serves as a Partner and Senior Advisor of Viola Growth.

Merging with SPACs has become a popular way for companies to enter stock exchanges this year. SPAC companies have a limited window, usually of two years, to begin activity. If they fails to generate business within that time frame, the money is returned to investors.

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. 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 nor 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; 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.