8-K

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	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 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.

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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	Investor Presentation, dated April 19, 2021.
99.2	Press Release, dated April 19, 2021.

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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: April 19, 2021

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EX-99.1

Exhibit 99.1

Management Presentation April 19, 2021 Filed by Taboola.com Ltd. Pursuan t to Rul e 425 unde r the Securitie s Ac t of 1933 and deemed filed pursuant to Rule 14a - 12 unde r the Securitie s Exchang e Ac t of 1934 Subjec t Company : IO N Acquisitio n Cor p 1 Ltd. Commission File No. 001 - 39581 Date : Apri l 19, 2021

Forward - Looking Statements Certain statements in this Presentation may be considered forward - looking statements . Forward - looking statements generally relate to future events or ION Acquisition Corp 1 LTD . (“ION”) and Taboola . com Ltd . ’s (the “Company”) future financial or operating performance . For example, projections of future Revenue, Adjusted EBITDA, Net Dollar Retention, New Publisher Growth, 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 . Uncertainties and risk factors that could affect the Company’s and ION’s future performance and cause results to differ from the forward - looking statements in this presentation include, but are not limited to : the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction involving the Company and ION (such transaction, the “Business Combination”) ; the outcome of any legal proceedings that may be instituted against ION or the Company, 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 the Company 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 ; the Company’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments ; ability to attract new digital properties and advertisers ; 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 the Company’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 the Company’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 the Company’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 the Company’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 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 were made, January 29 , 2021 . The inclusion of these projections does not constitute republication or affirmation thereof as any other date . Neither ION nor the Company undertakes any duty to update these forward - looking statements . Non - GAA P Financia l Measu r es 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, as well as Real RPM and New Publisher Revenue (ex - TAC) . 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 . 2 Disclaimer

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 2021 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 assuranc e wit h respect theret o for th e purpose of thi s Presentation . A s discussed under “Financia l Information” above , al l financial information , includin g th e projected information , wa s prepared i n accordanc e 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, the Company relies on and refer to certain information and statistics obtained from third - party sources, which it believes to be reliable . The Company has not 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 These communications are being made in respect of the Business Combination. These communications do 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 Business Combination, the Company intends to file with the 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 Class A ordinary shares of ION 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 the Company 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 the Company, 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 The Company, 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 . 3 Disclaimer (cont’d)

A GEN D A 4 • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables

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 ▪ CE O o f IO N 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 & Seekin g Alpha. ▪ 8 years public & private investments, incl. equities analyst with UBS & Venture Capital at Jerusalem Global Ventures. Avrom Gilbert COO 5

A GEN D A 6 • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables

We Power Recommendations for The Open Web 7 Helping people discover things they may like

TABOOLA = SEARCH “IN REVERSE” 8 From people looking for information to information looking for people

YOU HAVE SEEN TABOOLA BEFORE 9

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. 1 Petabyte Dat a Processe d b y T abool a A I Dail y 3 330K+ CPU & GPU Cores 4 1 Trillion 516M DAILY A CTIVE USER S 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 187M and 249M (respectively) in Q3 - 2020 Earnings reports (3)(4)(5)Source: Compan y estimate s 10

ENABLING PUBLISHERS TO COMPETE WITH WALLED GARDEN BEHEMOTHS WALLED GARDENS 1 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 total time spent on Open Web properties, not just on Taboola Bringing the user data, AI technology and scale of demand to open Web players 75% 1 1 News sites eCommerc e sites Apps / Games CTV

TABOOLA CAN CAPTURE SHARE OF THE HIGHLY FRAGMENTED $64B OPEN WEB MARKET 1 SOCIAL SEARCH ECOMMERCE RECOMMEND A TIONS ENGINE Open Web App Install V ideo Banners Affiliates (1) Jounce Media, 2020 Market Outlook Report 12

E - COMMERCE TABOOLA IS FOR ADVERTISING WHAT SHOPIFY IS FOR E - COMMERCE ADVERTISING 13

A GEN D A 14 • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables

FULL TECH STACK FOR PUBLISHERS: MISSION CRITICAL FOR THE OPEN WEB Engagement Engaging users by recommending organic content Monetizing with non - interruptive, native ads Audience $2B+ Paid To Publishers Over 3 Years 1 Monetization (1) Se e Appendi x fo r historica l annua l T ra f fi c Acquisitio n Cost s ( T AC) Driving quality audiences from across the network Empowering editorial teams with actionable data insights

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. Net Dollar Retention is the simple arithmetic average of our Monthly Net Dollar Retention for the last twelve months. Monthly Net Dollar Retention for a given month is the ex - TAC Revenue in that month from digital properties partners that were Taboola digital property partners in the same month of the prior year divided by the ex - TAC Revenue attributable to that same group of partners in the prior - year month. Current period ex - TAC Revenue includes any upsells and are net of contraction or attrition over the trailing 12 months, but excludes ex - TAC Revenue from new digital properties partners 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 16

ADVERTISERS CHOOSE TABOOLA FOR THE OPEN WEB • Massive reach – 516M 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 10th 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 Q2 - 2020 due to expected one - time impact of COVID - 19 (Q4, 2018 - Q3, 2020, excludin g Q2 - 20) . Se e prio r slide fo r a definitio n o f ND R 17 Time

KEEPING THE OPEN WEB SAFE Ongoing monitoring of the network and removal of undesirable content and actors. 30+ Reviewers 24/5 manual review + 14h 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 (1) CONTEN T / ADS Labeling REJECTED ACCEPTED G o Live QUALIT Y CONTROL Manual Content Sweep Internal & External Automated Scans CONTENT REVIEW TEAM Manual + Automated Review Review 18 + (1) Company data, based on weekly averages in Q4 - 2020

- 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 19

- 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 20

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 $ $ $ $ $ $ $ $ 21

A GEN D A 22 • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables

INVESTMENT HIGHLIGHTS 23 Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ 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

• More than ads, product led - driving engagement, and audience to the entire publisher org • Exclusive & direct relationships with publishers/advertisers - enables end - to - end innovation and predictable growth • 1st party & contextual data, built for a cookieless world - We’re “always on” - all users, all GEOs, all platforms. 500M+ DAU. (1) TABOOLA IS POISED TO CAPTURE SHARE OF THE $64B OPEN WEB MARKET Th e 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 ) Dail y Activ e User s measures th e 7 - da y averag e numbe r o f users exposed to Taboola recommendations 1 24

• Taboola has its own 1st party cookie - recommending personalized editorial content enables serving our own 1st party identifier • Unique readership context - deep access to the context of the page, allowing advertisers to target context (vs. “3rd 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 Y ield Taboola’s strong yield performance despite 3rd party cookies being blocked in the industry for years: - Apple started blocking 3rd party cookies in 2017 - Firefox, Edge, etc are also blocking 3rd party cookies - GDPR launched in 2018 - CC P A launche d i n 2019 25 2 (1) Source: Company data. Clicks represent total clicks on Taboola recommendations, including paid advertisements (“sponsored content”) and editorial ("organic") content

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 Result s fo r Advertisers an d Publishers) 26

PLATFORM ADVANTAGE DRIVEN BY INVESTMENT IN TECH 500 R&D staff 100 in Algo & Data $100M Annual R&D Investment 27 4 Source: Company data, 2021 estimates 27

RECOMMENDING ANYTHING, ANYWHERE A MULTI BILLION DOLLAR OPPORTUNITY Cor e Business $1B+ in 2020 & Growing Rapidly 2 A N Y T H I N G $10M’s in 2020 3 $10M’s in 2020 1 New products and segments (TV ads, eCommerce, app downloads, gaming...) A N Y W H E R E T abool a News (mobile carriers, device manufacturers, CTV ... ) 5 Note: Financial models take into consideration only the core business Thi s Gam e Wil l Kee p Y o u U p All Night! Good Game | Sponsored (1)(2)(3)Source: Company data, Gross Revenue 28

RECENT DEVE L OPMENTS: TABOOLA HIGH IMPACT LAUNCH 29 Premium Ad Placement s & Experiences Brand Safety, Suitability & Adjacenc y Control Unique Readership Data & Insights Specialized Solution for Brands & Agencies Running Bran d A warenes s Campaigns

GROWTH CASE STUDY: CONVERTMEDIA ACQUISITION 5 2016 Acquire d ConvertMedia $20M Annua l Run Rate 1 2020 $90M + Technology Integration & Go - T o - Market (1) Annual run - rates are expressed in Gross Revenue 3 3 0 0

PROVEN, FOUNDER - LED MANAGEMENT TEAM 6 Krist y Sundjaja 1 year at Taboola SV P , Peopl e Operations Ran Buck 7 years at Taboola SV P , Globa l 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 31

FINANCIAL HIGHLIGHTS 7 Gross Revenue ex - TAC 1 $160M Raise d to date $240M+ on the balance sheet 3 2 0 2 0 WE POWER RECOMMEN D A TIONS FOR THE OPEN WEB (1),(2) Non - GAAP measure, see appendix for reconciliation to GAAP (3) Cash & cash equivalents, balance as of 12/31/2020 32 $1.2B $382M $106M Adj. EBITDA 2

RECENT DEVE L OPMENTS Strong preliminary Q1 - 21 Results. Driven by improved network yield relative to historic seasonal expectations (1) Preliminary results reflect information available as of 4/19/21, are not final and subject to change. Final results for the period and future guidance will be communicated in the company’s Q1 Earnings Release, expected in May. (2) As published in Taboola’s investor presentation filed with the SEC on January 29, 2021 (3) Non - GAAP measure, see appendix for reconciliation to GAAP 33 Preliminar y Results Q1 - 21 1 Previous Projections 2 Gross Revenue $300 - 303M $286M Gross Profit $87 - 90M $78M ex - TAC 3 $104 - 107M $95M

A GEN D A • 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),(2) Non - GAAP measure, see appendix for reconciliation to GAAP (3) Non - GAA P measure, see appendi x fo r reconciliation t o GAA P , Adj . EBITD A Margin = Adj . EBITD A / ex - T A C Revenue Note: Previous projections are as published in Taboola’s investor presentation filed with the SEC on January 29, 2021 (1 ) 35 LONG - TERM MODEL • 20%+ ex - TAC Revenue Growth • 30% + Adj . EBITD A Margin 1 3 1 2 2 ex

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 2018A 2019A 2020A Given that investment, Adj. EBITDA Margin 2 (% of ex - TAC) was 11.5%... 27.8% 23.8% 11.5% …Without that investment, Adj. EBITDA Margin would have been 26.4% 2018A 2019A 2020A 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. (2) Non - GAAP measure, see appendix for reconciliation to GAAP 36

COVID - 19 IN 2020 PROVED THE RESILIENCY OF OUR MODEL • COVID - 19 / Recession Dip Stron g Recovery Yield 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 wit h Historically Low Costs 1. 2. 1. 2. (1) Yield is a normalized measure of performance that controls for changes due to traffic shifts. (2) Cash Expenses is the difference between Adj. EBITDA and exTAC Revenue. 2019 is adjusted to reflect an ex - TAC margin of 26.4% as detailed on the previous slide. 37 E

GROWTH DRIVEN BY CORE OPEN WEB INSTALLED BASE New Publisher ex - TAC Revenue 1 • Historically 15% new supply growth • Projecting 8 - 11% going forward Net Dollar Retention 2 Growth Has Two Elements • Improvements in yield • More supply from existing publishers • Projecting 101 - 103% net dollar retention - historically 110 - 120% Continued growth from ne w suppl y ... … helps provide fuel for growth from a strong installed base. 1. 2. 1. (1) “New Publisher” refers to publishers that begin working with Taboola on new contracts in the period. (2) Net Dollar Retention is the simple arithmetic average of our Monthly Net Dollar Retention for the last twelve months. Monthly Net Dollar Retention for a given month is the ex - TAC Revenue in that month from digital properties partners that were Taboola trailing 12 months, but excludes ex - TAC Revenue from new digital properties partners in the current period. digital property partners in the same month of the prior year divided by the ex - TAC Revenue attributable to that same group of partners in the prior - year month. Current period ex - TAC Revenue includes any upsells and are net of contraction or attrition over the 38 Outlier 2.

SELECTED NON - GAAP METRICS $106M $382M $127M $445M $143M $516M 16% ex - TAC Revenue Growth 1 27%+ Ad j EBITD A Margi n 2 16%+ Ad j EBITD A Growt h 3 80%+ Adj. Gross Profit Margin 4 (1),(2),(3) Growt h rates reflect 2020 - 202 3 CAGR . ex - T AC , Adj . EBITD A Margin, an d Adj . EBITD A ar e Non - GAA P measures, see appendi x for reconciliation to GAAP (4) Adj. Gross Profit Margin is projected to exceed 80% in 2020, 2021, and 2022. Adj. Gross Profit Margin is calculated as a percentage of ex - TAC revenue and is a non - GAAP measure, see appendix for reconciliation to GAAP. Note: Previous projections are as published in Taboola’s investor presentation filed with the SEC on January 29, 2021 ADJ . EBITD A ($ i n millions) ex - TAC ($ in millions) 2020A 2021E 2022E 39

A GEN D A 40 • Introduction • Overview • About Taboola • Investment Highlights • Financial Information • Valuation & Comparables

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 • B2B - oriented solutions that are consumer focused • Support marketers / advertisers looking for new customers Advertising Technology Majors Marketing Technology Primary Secondary 41

Thank you. 42

APPENDIX

2021 QUARTERLY AND FY PROJECTION 44 Note: dollar values in this table reflect rounded values; growth and margin calculations are based on exact values calculated to nine decimal places. These projections assume a Q1 - 21 Close date for the Business Combination and corresponding expense for share - based compensation; as the transaction is now expected to close in Q2 - 21, the share - based compensation related to the transaction will instead impact Q2 - 21. (1),(2): Non - GAAP measure, see appendix for reconciliation to GAAP 1 2

OUR MODEL IN A NUTSHELL 45 (1) Revenue paid by Advertisers, before traffic acquisition costs (TAC) paid to Publishers. (2) Revenue to Taboola after TAC paid to Publishers. Non - GAAP measure, see appendix for reconciliation to GAAP (3)(4) Non - GAAP measure, see appendix for reconciliation to GAAP (5) No n cash charges, Cas h charges exclude d fro m Adjuste d EBITDA 45 Model components: Sample inputs / financials: Illustrative Taboola economics: Gross revenue (1) $909 $1.00 (100%) – Traffic Acq Cost (Value to publishers) ($627) ($0.69) = ex - TAC Revenue (2) $282 $0.31 – Cost of Revenues ($48) ($0.05) = Gross profit $234 $0.26 – R&D ($73) ($0.08) – S&M ($110) ($0.12) – G&A ($34) ($0.04) = Operating Income $17 + Dep, Amort, Share Based Comp, Other item $50 = Adjusted EBITDA (3) $67 (5) Change in WC, Other items + PP&E and Capitalized Platform Costs ($22) $45 + = Free Cash Flow (4)

HISTORICAL & PROJECTED REVENUE & EX - TAC REVENUE 1 YoY growth ex - TAC revenue margin 2 (1) Non - GAAP measure, see appendix for reconciliation to GAAP (2) ex - TAC Revenue Margin reflects ex - TAC Revenue / Gross Revenue, Non - GAAP measure, see appendix for reconciliation to GAAP Note: Previous projections are as published in Taboola’s investor presentation filed with the SEC on January 29, 2021 46

KEY MODEL ASSUMPTIONS Operatin g costs: ($ in millions) ($19) $34 ($45) $34 $62 (6.4%) 8.9 % (10.1%) 6.6 % 10.4% Operating income ($ in millions) Operating margin (% of ex - TAC revenue) REVENUE (ex - TAC) 1 ▪ Historically, Taboola grew 20%+ (CAGR ’17A - ’20E) ▪ In 2020, Taboola generated $382 million ex - TAC ▪ Conservatively modeled ~16% growth, doubling ex - TAC in 5 years ADJUSTED EBITDA 2 ▪ $106 million in 2020 and growing faster than ex - TAC Revenue ▪ >25% of ex - TAC Revenue (2020) ▪ Rule of 40: ex - TAC growth + Adj. EBITDA Margin 3 always above 40% COST ASSUMPTIONS ▪ Return to “normal” operations and cost basis in H1 2021 (conservative) ▪ Two primary costs (headcount and hardware / IT) grow commensurate with revenue growth ▪ Higher costs (and lower operating margin) in 2021 driven by transaction related share - based compensation expenses (1),(2),(3) Non - GAAP measures, see appendix for reconciliation to GAAP Note: Previous projections are as published in Taboola’s investor presentation filed with the SEC on January 29, 2021 47

SELECTED GAAP AND NON - GAAP METRICS 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 AD J . EBIT D A MA R GIN 3 ▪ Return to “normal” operations and cost basis in H1 2021 ▪ Investin g i n serving infrastructur e an d Alg o beginnin g 2021 ▪ IPO readiness costs added starting 2021 48 (1),(2),(3) Non - GAAP measure, see appendix for reconciliation to GAAP Note: Previous projections are as published in Taboola’s investor presentation filed with the SEC on January 29, 2021 1 2

ADJUSTED EBITDA RECONCILIATION 49

PROJECTED ADJUSTED EBITDA RECONCILIATION 50

PROJECTED ADJUSTED EBITDA RECONCILIATION 51

EX - TAC REVENUE RECONCILIATION 52

PROJECTED EX - TAC REVENUE RECONCILIATION 53

ADJUSTED EBITDA MARGIN RECONCILIATION 54

PROJECTED ADJUSTED EBITDA MARGIN RECONCILIATION 55

EX - TAC REVENUES MARGIN RECONCILIATION 56

PROJECTED EX - TAC REVENUES MARGIN RECONCILIATION 57

HISTORICAL & PROJECTED ADJ. GROSS PROFIT MARGIN RECONCILIATION 58

HISTORICAL AND PROJECTED FREE CASH FLOW RECONCILIATION (1) Adj. EBITDA Plus the change in working capital reflects the Net cash provided by operating activities. For estimated periods, Net cash from operating activities assumes 53 - 57 days payables outstanding and 40 - 45 days sales outstanding. 202 1 Fre e Cas h Flo w Reduce d b y Pla n T o Inves t i n T w o Areas: 1) Purchase of $30M of servers beyond “normal” levels as part of investment in algorithmic yield improvements 2) Plan to remodel offices globally for post - COVID work environment 1 59

CONSOLIDATED BALANCE SHEET ($ in millions) As of Dec 31, 2019 As of Dec 31, 2020 Cash, cash equivalents and short - term deposits $ 116 $ 243 T ota l Assets $ 482 $ 580 Total Liabilities & Convertible Shares $ 475 $ 533 Accumulated Deficit $ (40) $ (31) Additional Paid - in - capital $ 47 $ 78 Total Shareholders' Equity $ 7 $ 47 60

Q1 PRELIMINARY RESULTS: EX - TAC REVENUE RECONCILIATION 61

VALUATION BENCHMARKING Source: Wall Street research, filings and FactSet as of 3/26/2021. Taboola figures calculated using ex - TAC revenue. Figure s fo r Alphabet , MediaAlpha, Magnite, PubMatic , V ian t an d T rade Des k calculated o n a ex - T AC equivalen t revenue basis . Dat a fo r Advertisin g T echnolog y an d Marketing T echnolog y represents means. Advertisin g T echnolog y Majors: Alphabet , Facebook , T witte r . Marketing Technology: HubSpot, Medalia, LiveRamp, LivePerson, SVMK and Yext. 62

OPERATIONAL BENCHMARKING Source: Wall Street research, filings and FactSet as of 3/26/2021. Taboola figures calculated using ex - TAC revenue. Figure s fo r Alphabet , MediaAlpha, Magnite, PubMatic , V ian t an d T rade Des k calculated o n a ex - T AC equivalen t revenue basis . Dat a fo r Advertisin g T echnolog y an d Marketing T echnolog y represents means. Advertisin g T echnolog y Majors: Alphabet , Facebook , T witte r . Marketing Technology: HubSpot, Medalia, LiveRamp, LivePerson, SVMK and Yext. 63

EX-99.2

Exhibit 99.2

Taboola Announces Selected Preliminary First Quarter 2021 Results

New York, NY, April 19, 2021 -- Taboola, a global leader in powering recommendations for the open web, helping people discover things they may like, today announced selected preliminary results for the quarter ended March 31, 2021.

Adam Singolda, Taboola’s Founder and CEO, commented, “The first quarter has been an exciting period for Taboola: we announced our intention to merge with ION Acquisition Corp. 1 Ltd. (NYSE:IACA), which is proceeding on schedule; and we continued to see strong performance in our core business that powers recommendations across the open web. While Q1 has historically been a seasonally slower period for the industry, our performance was stronger than anticipated. Additionally, we have continued to focus on pursuing our growth initiatives and recently announced a new high impact placement initiative developed for brand marketers and agencies to help drive brand awareness. I could not be more excited to embark on our new journey as a public company; we are looking forward to completing our transaction in the second quarter of 2021 and capitalizing on our momentum to further strengthen our position in the $64 billion Open Web market.”

For the first quarter of 2021, the Company currently expects:

● Revenues in the range of $300 million to $303 million, versus the prior projection of $286 million.

● Gross Profit in the range of $87 million to $90 million, versus the prior projection of $78 million.

● ex-TAC Revenues in the range of $104 million to $107 million, versus the prior projection of $95 million.

Taboola’s selected preliminary results for the first quarter of 2021 reflects strength in its existing publisher business driven by improved network yield relative to historic seasonal expectations.

As Taboola has not yet closed its books for the first quarter of 2021, these preliminary results are based on the most current information available to management and are subject to change. Taboola expects to release its first quarter 2021 results and update its guidance in mid-May.

* About Non-GAAP Financial Information

This press release includes preliminary ex-TAC Revenues, which is a non-GAAP financial measure. This non-GAAP preliminary financial measure is not a measure of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, this measure should not be considered in isolation or as an alternative to revenues, gross profit, 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 this measure may not be comparable to similarly-titled measures used by other companies.

The Company believes non-GAAP financial measures provide useful information to management and investors regarding future financial and business trends relating to the Company. The Company believes that the use of these measures provides an additional tool for investors to use in evaluating operating results and trends and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP preliminary financial measures are subject to inherent limitations because they are forward-looking and not historical facts and because they reflect the exercise of judgments by management about which items are excluded or included in calculating them. Please refer to footnotes where presented on each page of this press release or to the appendix at the end of this press release for a reconciliation of preliminary ex-TAC Revenues to Gross Profit, which the Company believes is the most directly comparable measure in accordance with GAAP.

Note Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating performance of Taboola.com Ltd. (the “Company”). For example, preliminary Revenues, Gross Profit, and ex-TAC Revenues, and the expected timing of first quarter 2021 results and updating guidance, 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 the Company and its management, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this presentation include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction involving the Company and ION (such transaction, the “Business Combination”); the outcome of any legal proceedings that may be instituted against ION or the Company, 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 the Company 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; the Company’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; ability to attract new digital properties and advertisers; 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 the Company’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 the Company’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 the Company’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 the Company’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 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 press release 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 these forward-looking statements, which speak only as of the date they were made. Neither ION nor the Company undertakes any duty to update these forward-looking statements except as may be required by law.

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.

2

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.

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.

Taboola is going public via a merger with ION Acquisition Corp. 1 Ltd. (NYSE: IACA), a publicly traded special purpose acquisition company, or SPAC. For more information visit: https://www.taboola.com/press-release/taboola-goes-public.

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

Investor Contact:	Press Contact:
Jennifer Horsley	Ran Gishri
investors@taboola.com	press@taboola.com

3

APPENDIX: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP PRELIMINARY FINANCIAL MEASURES FOR Q1 2021

(Unaudited)

The following table provides a reconciliation of preliminary Gross Profit to preliminary ex-TAC Revenues.

	Q1 2021
	(dollars in millions)
Revenues	$300 - $303
Traffic acquisition cost	($193 - $199)
Other Cost of Revenues	($16 - $17)
Gross Profit	$87 - $90
Add Back: Other Cost of Revenues	$16 - $17
ex-TAC Revenues	$104 - $107

4