SEC Form SC 13G/A filed by Taboola.com Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Taboola.com Ltd.

(Name of Issuer)

ORDINARY SHARES, NO PAR VALUE

(Title of Class of Securities)

M8744T106

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Shares held directly by Marker Lantern 1 Ltd. (“Marker 1”).

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Shares held directly by Marker 1. Marker Lantern Management Ltd. (“Marker Management”) is the manager of Marker 1 and may be deemed to beneficially own the shares held by Marker 1.

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Shares held directly by Marker Lantern II Ltd. (“Marker II”).

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Shares held directly by Marker II. Marker Lantern II Manager Ltd. (“Marker II Manager”) is the manager of Marker II and may be deemed to beneficially own the shares held by Marker II.

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Shares held directly by Marker II LP Taboola Series E LP (“Marker II TSE”).

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Shares held directly by Marker II TSE. Marker II GP, Ltd. (“Marker II GP”) is the general partner of Maker II TSE and may be deemed to beneficially own the shares held by Marker II TSE.

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Shares held directly by Marker Follow-On Fund LP (“Marker Follow-On”).

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Shares held directly by Marker Follow-On. Marker Follow-On Fund GP, Ltd. (“Marker Follow-On GP”) is the general partner of Maker Follow-On and may be deemed to beneficially own the shares held by Marker Follow-On.

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

(1) Consists of: 3,416,534 shares held directly by Marker 1; 9,863,188 shares held directly by Marker II; 1,254,300 shares held directly by Marker II TSE; 510,512 shares held directly by Marker Follow-On; and 18,006 shares held directly by Richard Scanlon. Mr. Scanlon is the sole director of each of Marker Management, Marker II Manager, Marker II GP and Marker Follow-On GP and, in such capacity, controls each of these entities and may be deemed to beneficially own such shares.

(2) The percent of class was calculated based on 253,330,478 Ordinary Shares outstanding as of November 21, 2022, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 28, 2022.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Not applicable.

Not applicable.

The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.