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    SEC Form S-8 filed by Taboola.com Ltd.

    2/26/25 7:14:11 AM ET
    $TBLA
    Computer Software: Programming Data Processing
    Technology
    Get the next $TBLA alert in real time by email
    S-8 1 ef20044097_s8.htm S-8
    As filed with the Securities and Exchange Commission on February 26, 2025

    Registration No. 333-______

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM S-8
    REGISTRATION STATEMENT
    UNDER THE SECURITIES ACT OF 1933

    TABOOLA.COM LTD.
    (Exact Name of Registrant as Specified in Its Charter)

    State of Israel
    7370
    Not applicable
    (State or other jurisdiction of  incorporation or organization)
    (Primary Standard Industrial
    Classification Code Number)
    (I.R.S. Employer Identification Number)

    Taboola.com Ltd. 2021 Share Incentive Plan
    (Full Title of the Plan)
    Taboola.com Ltd.
    16 Madison Square West
    7th Floor
    New York, NY
    10010
    (212) 206-7633
    (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


    TABOOLA INC.
    16 Madison Square West
    7th Floor
    New York, NY
    10010
    (212) 206-7633
    (Name, address, including zip code, and telephone number, including area code, of agent for service)


    Copies of all correspondence to:

    Michael Kaplan
     
    Shachar Hadar
    Chris Van Buren
     
    Assaf Naveh
    Ran Camchy
    Davis Polk & Wardwell LLP
     
    Meitar | Law Offices
    450 Lexington Avenue
     
    16 Abba Hillel Silver Rd.
    New York, New York 10017
     
    Ramat Gan 52506, Israel
    Tel: (212) 450-4000
     
    Tel: (+972) (3) 610-3100



    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer ☐
    Accelerated filer ☒
    Non-accelerated filer ☐
    Smaller reporting company ☐
     
    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 7(a)(2)(B) of the Securities Act. ☐



    REGISTRATION OF ADDITIONAL SHARES
    PURSUANT TO GENERAL INSTRUCTION E

    Pursuant to General Instruction E of Form S-8, Taboola.com Ltd. (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 14,656,743 additional ordinary shares, with no par value (“Shares”), for issuance under the Registrant’s 2021 Share Incentive Plan (the “2021 Plan”) pursuant to the provisions of the 2021 Plan that provide for an automatic annual increase in the number of shares which may be issued under the 2021 Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on June 28, 2021 (Registration No. 333-257478), on March 24, 2022 (Registration No. 333-257478), on March 13, 2023 (Registration No. 333-257478) and on February 28, 2024 (Registration No. 333-257478). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

    PART II
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.
    Incorporation of Documents by Reference.

    The following documents are incorporated herein by reference:

    (a)  The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 26, 2025 (the “Annual Report”);

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

    (c) The description of the Registrant’s ordinary shares included as Exhibit 4.1 to the Annual Report referred to in (a) above.

    In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.

    Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


    Item 5.
    Interests of Named Experts and Counsel.

    Certain legal matters with respect to the offering of the Shares registered hereby have been passed on by Meitar | Law Offices.

    Item 8.
    Exhibits.

    Exhibit
    Number
     
    4.1
    Articles of Association of Taboola.com Ltd. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 17, 2023 (File No. 001-40566)
     
     
    5.1
    Opinion of Meitar | Law Offices (filed herewith)
     
     
    23.1
    Consent of Meitar | Law Offices (included in Exhibit 5.1)
     
     
    23.2
    Consent of Kost, Forer, Gabbay and Kasierer, a member of EY Global, independent registered public accounting firm, relating to the financial statements of the Registrant (filed herewith)
     
     
    24.1
    Power of Attorney (filed herewith)
     
     
    99.1
    2021 Share Incentive Plan, incorporated by reference to Exhibit 99.4 to the Registrant’s Form S-8, filed with the Commission on June 28, 2021 (File No. 333-257478)
     
     
    107.1
    Filing Fee Table


    SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on this 26th day of February 2025.

     
    Taboola.com Ltd.
     
     
     
     
    By:
    /s/ Stephen Walker
     
    Name:
    Stephen Walker
     
    Title:
    Chief Financial Officer


    POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Adam Singolda, Stephen Walker and Blythe Holden and each of them, individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

    Signature
    Title
    Date
     
     
     
    /s/ Adam Singolda
    Founder, Chief Executive Officer & Director
    February 26, 2025
    Adam Singolda
    (Principal Executive Officer)
       
     
     
     
    /s/ Stephen Walker
    Chief Financial Officer
    February 26, 2025
    Stephen Walker
    (Principal Financial Officer and Principal Accounting Officer)
       
     
     
     
    /s/ Zvi Limon
    Chair of the Board of Directors
    February 26, 2025
    Zvi Limon
       
       
     
     
     
    /s/ Erez Shachar
    Director
    February 26, 2025
    Erez Shachar
       
       
     
     
     
    /s/ Nechemia J. Peres
    Director
    February 26, 2025
    Nechemia J. Peres
       
       
     
     
     
    /s/ Richard Scanlon
    Director
    February 26, 2025
    Richard Scanlon
       
       
     
     
     
    /s/ Deirdre Bigley
    Director
    February 26, 2025
    Deirdre Bigley
       
       
     
     
     
    /s/ Lynda Clarizio
    Director
    February 26, 2025
    Lynda Clarizio
       
       
     
     
     
    /s/ Gilad Shany
    Director
    February 26, 2025
    Gilad Shany
       
       
     
     
     
    /s/ Monica Mijaleski
    Director
    February 26, 2025
    Monica Mijaleski
     
     



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