Current Report Filing (8-k)
29 June 2021 - 11:56PM
Edgar (US Regulatory)
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): June 29, 2021
ION
ACQUISITION CORP 1 LTD.
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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001-39581
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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89
Medinat Hayehudim
Herzliya
4676672, Israel
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +972 (9) 970-3620
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
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IACA.U
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The
New York Stock Exchange
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Class
A ordinary share, par value $0.0001 per share
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IACA
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The
New York Stock Exchange
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Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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IACA
WS
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The
New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
June 28, 2021, ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (“ION”), held extraordinary general meeting
of shareholders (the “meeting”). At the meeting, a total of 21,582,683 (66.73%) of ION’s issued and outstanding Ordinary
Shares held of record as of May 7, 2021, the record date for the meeting, were present either in person or by proxy, which constituted
a quorum. ION’s shareholders voted on the following proposals at the meeting, each of which were approved. The final vote tabulation
for each proposal is set forth below.
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1.
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The
Business Combination Proposal. To approve, ratify and adopt the Agreement and Plan of Merger, dated as of January 25, 2021 (as
it may be amended and/or restated from time to time, the “Merger Agreement” and to which the form of Plan
of Merger required by the Companies Act (as amended) of the Cayman Islands (the “Plan of Merger”) is appended)
by and among ION, Taboola.com Ltd. (“Taboola”) and Toronto Sub Ltd. (“Merger Sub”),
a copy of which is attached to the proxy statement as Annex A, and approve the transactions contemplated thereby (the “Business
Combination”).
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Votes
For
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Votes
Against
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Abstentions
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21,117,422
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243,794
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221,467
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2.
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The
Merger Proposal. To approve the Plan of Merger and to authorize the merger of Merger Sub with and into ION (the “Merger”),
with ION surviving the Merger as a wholly owned subsidiary of Taboola, and the issuance of ordinary shares of Taboola to ION shareholders
as merger consideration.
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Votes
For
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Votes
Against
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Abstentions
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21,117,422
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243,794
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221,467
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3.
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The
Share Capital Proposal. To approve the alteration of the authorized share capital of ION at the effective time of the Merger
(upon its becoming a wholly owned subsidiary of Taboola)
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Votes
For
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Votes
Against
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Abstentions
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21,086,974
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246,006
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249,703
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Item
7.01
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Regulation
FD Disclosure.
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On
June 28, 2021, ION and
Taboola jointly issued a press release announcing that they have closed their previously announced merger. A copy of the press release
is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The
information in this Item 7.01 and Exhibit 99.1 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 the
Company under the Securities Act of 1933, as amended (the “Securities Act”) or the
Exchange Act, regardless of any general incorporation language in such filings.
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Item
9.01
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Financial
Statements and Exhibits.
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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.
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ION
ACQUISITION CORP 1 LTD.
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By:
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/s/
Anthony Reich
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Name:
Anthony Reich
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Title:
Chief Financial Officer
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Date:
June 29, 2021
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