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 2930, 2021 (April 27, 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	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

89 Medinat Hayehudim Street Herzliya 4676672, Israel
(Address of principal executive offices, including ZIP code)

+972 (9) 970-3620

(Registrant’s telephone number, including area code)

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 Securities Exchange Act of 1934:

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	New York Stock Exchange
Class A ordinary share, par value $0.0001 per share	IACA	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	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 41.0201. ~~Non-Reliance~~Entry oninto ~~Previously~~a ~~Issued~~Material ~~Financial~~Definitive ~~Statements or Related Audit Report or Completed Interim Report~~Agreement.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related Amendment to certain tender offers following a business combination as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement, dated as of October 1, 2020, by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company” or “ION”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 5,175,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering (the “IPO”) and (ii) the 7,175,000 warrants that were issued to the Company’s initial shareholders in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the “Warrants”), and determined to classify the Warrants as derivative liabilities on the balance sheet and measured at fair value at inception and at each reporting date, with changes in fair value recognized in the statement of operations in the period of change. The Company previously accounted for the Warrants as components of equity. Merger Agreement

On ~~April~~January 2925, 2021, ~~after~~ION ~~consultation~~Acquisition ~~with~~Corp ~~Kost Forer~~1 ~~Gabbay & Kasierer~~Ltd., a ~~member~~Cayman ofIslands exempted ~~Ernst~~company ~~& Young Global, the Company’s independent registered public accounting firm~~ (the “~~Independent Accountants~~Company”), ~~the~~entered ~~Company’s~~into ~~management~~an Agreement and ~~the~~Plan ~~audit committee~~ of ~~the~~Merger ~~Company’s Board of Directors~~ (the “~~Audit~~Merger ~~Committee~~Agreement”) with ~~concluded~~Taboola.com ~~that~~Ltd., ita iscompany ~~appropriate~~organized tounder ~~restate~~ the ~~Company’s~~laws ~~previously~~of ~~issued~~the ~~audited~~State ~~financial statements as~~ of ~~December~~Israel 31(“Taboola”), ~~2020,~~and ~~including~~Toronto ~~the~~Sub ~~audited~~Ltd., a ~~balance~~Cayman ~~sheet~~Islands asexempted ofcompany ~~October 6, 2020,~~ and ~~for~~a ~~the period from August 6~~direct, ~~2020 (inception)~~wholly-owned ~~through~~subsidiary ~~December~~of ~~31,~~Taboola ~~2020~~ (~~the~~ “~~Relevant~~Merger ~~Period~~Sub”),. ~~which~~Pursuant ~~were~~to ~~included in~~ the ~~Company’s Annual Report on~~ ~~Form~~Merger ~~10-K,~~Agreement ~~originally~~and ~~filed~~subject ~~with~~to the ~~SEC~~terms onand ~~March~~conditions ~~22,~~set ~~2021.~~forth ~~Considering such restatement~~therein, ~~the~~Merger ~~Company~~Sub ~~concluded that such audited financial statements should no longer be relied upon. The Company~~ will ~~file~~merge anwith ~~amendment to its Annual Report on Form 10-K as of December 31, 2020~~ and ~~for~~into the ~~period~~Company ~~from August 6, 2020~~ (~~inception)~~the ~~through December 31~~“Merger”), with ~~2020,~~the ~~which~~Company ~~will~~continuing ~~include~~as the ~~restated~~surviving ~~audited~~company ~~financial~~after ~~statements from~~ the ~~Relevant Periods~~Merger. ~~The~~As ~~restatement~~a ~~primarily~~result ~~related to consideration~~ of the ~~factors~~Merger inand ~~determining~~the ~~whether~~other totransactions ~~classify contracts~~contemplated ~~that~~by ~~may~~the beMerger ~~settled~~Agreement in(the an“Business ~~entity’s~~Combination”), ~~own stock as equity of~~ the ~~entity~~Company orwill asbecome ana ~~asset~~direct, orwholly-owned ~~liability~~subsidiary of Taboola.

~~Going~~On ~~forward~~April 27, ~~unless~~2021, wethe ~~amend~~Company, Taboola and Merger Sub entered into Amendment No. 1 to the ~~terms~~Merger ofAgreement ~~our~~(the “Amendment”). The Amendment amends the Merger Agreement to reflect that ~~warrant~~Taboola ~~agreement~~will be listed on the New York Stock Exchange or the Nasdaq Capital Market and that the outside date for consummating the Merger will be July 9, we2021. ~~expect~~Other tothan ~~continue~~as expressly modified pursuant to ~~classify~~the ~~our~~Amendment, ~~warrants~~the asMerger ~~liabilities~~Agreement, which ~~would~~was ~~require~~previously usfiled as Exhibit 2.1 to ~~incur~~the Current Report on Form 8-K/A filed with the ~~cost~~Securities and Exchange Commission (“SEC”) by the Company on January 28, 2021, remains in full force and effect. The foregoing description of ~~measuring~~the Amendment is not complete and is qualified in its entirety by reference to the ~~fair~~full ~~value~~text of the ~~warrant liabilities~~Amendment, ~~and~~a copy of which ~~may~~is ~~have~~filed anas ~~adverse~~Exhibit ~~effect~~2.1 onhereto ~~our~~and ~~results~~is ofincorporated ~~operations~~herein by reference.

~~The~~Important ~~Company’s~~Information ~~management~~About ~~and~~ the ~~Audit~~Business ~~Committee have~~Combination ~~discussed~~and ~~the matters disclosed in this Current Report on Form 8-K pursuant~~ Where to ~~this~~Find ~~Item 4.02 with the Independent Accountants.~~ It

~~Important~~In connection with the proposed Business Combination, the Company ~~Information~~filed ~~About~~with the SEC the Registration Statement on Form F-4 required to be prepared in connection with the proposed transaction (the “Registration Statement”), which includes both the proxy statement to be distributed to holders of shares of the Company’s Class A Shares in connection with its solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination and ~~Where~~other matters as described in the Registration Statement, as well as the prospectus relating to ~~Find~~the Itoffer and sale of the securities of Taboola to be issued in the Business Combination, and certain other related documents. The Company’s shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials contain important information about Taboola, the Company and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to the Company’s shareholders as of a record date to be established for voting on the Business Combination and other matters as described in the Registration Statement. The Company’s shareholders of will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that may be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: ION Acquisition Corp 1 Ltd., 89 Medinat Hayehudim Street, Herzliya 4676672, Israel, Attention: Secretary, +972 (9) 970-3620.

InParticipants connection with the proposed transaction involving Taboola.com Ltd. (“Taboola”) and ION (such transaction, the “Business Combination”), Taboola, 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 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. Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in its registration statement on Form S-1, which was filed with the SEC on October 1, 2020 and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to ION Acquisition Corp 1 Ltd., 89 Medinat Hayehudim Street, Herzliya 4676672, Israel, Attention: Secretary, +972 (9) 970-3620. Additional information regarding the interests of such participants is contained in the Registration Statement.

~~Participants~~Taboola and its directors and executive officers may also be deemed to be participants in the ~~Solicitation~~solicitation of proxies from the Company’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is contained in the Registration Statement.

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~~Forward-Looking 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. Statements

~~Forward~~This Current Report on Form 8-~~Looking~~K ~~Statements~~includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s and Taboola’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Taboola’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and Taboola’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Business Combination to fail to close; (2) the outcome of legal proceedings that have or may be instituted against the Company and Taboola; (3) the inability to complete the Business Combination, including due to failure to obtain the requisite approval of shareholders or to satisfy the other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; (5) the inability to obtain or maintain the listing of the ordinary shares of the post-acquisition company on The New York Stock Exchange or the Nasdaq Capital Market, as applicable, following the Business Combination; (6) the risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Taboola or the combined company may be adversely affected by other economic, business, competitive and/or factors such as the COVID-19 pandemic; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those under “Risk Factors” in the Registration Statement, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

~~This~~No ~~Current~~Offer 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.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 ~~Offer~~offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or ~~Solicitation~~an exemption therefrom.

~~This Current Report on Form 8-K shall not constitute~~Item ~~a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination~~9.01 ~~This~~Financial ~~Current Report~~Statements onand 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 jurisdictionExhibits. ~~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.~~

2(d) Exhibits. The following exhibit is filed with this Form 8-K:

SIGNATURE

Exhibit No.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of April 27, 2021, by and among ION Acquisition Corp 1 Ltd., Taboola.com Ltd. and Toronto Sub Ltd.

~~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.~~2

~~ION Acquisition Corp 1 Ltd.~~SIGNATURE

Date: April 29, 2021	By:	/s/ Anthony Reich
	Name:	Anthony Reich
	Title:	Chief Financial Officer

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.

Date: April 30, 2021	By:	/s/ Anthony Reich
	Name:	Anthony Reich
	Title:	Chief Financial Officer

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