| 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 per share (Title of Class of Securities) |
M8744T106 (CUSIP Number) |
12/31/2024 (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) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | M8744T106 |
| 1 | Names of Reporting Persons Pitango Venture Capital Fund VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,541,511.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | M8744T106 |
| 1 | Names of Reporting Persons Pitango Venture Capital Fund VI-A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 713,893.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | M8744T106 |
| 1 | Names of Reporting Persons Pitango Venture Capital Principals Fund VI L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 132,235.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | M8744T106 |
| 1 | Names of Reporting Persons Pitango V.C. Fund VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,387,639.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Taboola.com Ltd. | |
| (b) | Address of issuer's principal executive
offices: 16 Madison Square West, 7th Floor, New York, NY 10010 | |
| Item 2. | ||
| (a) | Name of person filing: The following entities are filing this Amendment No. 1 (this "Amendment") to the Statement of Beneficial Ownership on Schedule 13G filed on February 14, 2022 (the "Statement"):
(i) Pitango Venture Capital Fund VI, L.P.
(ii) Pitango Venture Capital Fund VI-A, L.P.
(iii) Pitango Venture Capital Principals Fund VI, L.P.; and
(iv) Pitango V.C. Fund VI, L.P. ("Pitango GP").
Collectively, the entities identified in the foregoing clauses (i)-(iii) are referred to herein as the "Pitango Investing Entities", and, together with Pitango GP., as the "Pitango Reporting Persons".
The Pitango Investing Entities directly hold the ordinary shares (as defined in Item 2(d) below) that are reported in this Amendment. Pitango GP serves as the sole general partner for each of the Pitango Investing Entities, and, consequently, possesses shared voting and dispositive power with respect to all such ordinary shares that are held by the Pitango Investing Entities.
The partners of Pitango GP are six private companies that are each owned by one of the following individuals - Isaac Hillel, Rami Kalish, Aaron Mankovski, Chemi Peres, Rami Beracha and Zeev Binman (the "Pitango Principals"). The Pitango Principals may therefore be deemed to possess shared voting and dispositive power with respect to all ordinary shares held by the Pitango Investing Entities. | |
| (b) | Address or principal business office or, if
none, residence: The principal business office of each of the Pitango Reporting Persons is: 11 HaMenofim St., Building B, Herzliya, 4672562, Israel | |
| (c) | Citizenship: Please see row 4 of the cover pages of the respective Pitango Reporting Persons. | |
| (d) | Title of class of securities: Ordinary Shares, no par value per share | |
| (e) | CUSIP No.: M8744T106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Please see row 9 of the cover pages of the respective Pitango Reporting Persons. | |
| (b) | Percent of class: Please see row 11 of the cover pages of the respective Pitango Reporting Persons. The percentages appearing on the cover pages of the respective Pitango Reporting Persons are calculated based on 291,997,801 Ordinary Shares outstanding as of October 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Please see row 5 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. | ||
| (ii) Shared power to vote or to direct the
vote: Please see row 6 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. | ||
| (iii) Sole power to dispose or to direct the
disposition of: Please see row 7 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Please see row 8 of the cover pages of the respective Pitango Reporting Persons and the related footnotes on such cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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. |
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Exhibit
Information |
Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 to the Statement of Beneficial Ownership on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2022)
https://www.sec.gov/Archives/edgar/data/1557181/000110465922021944/tm226580d1_ex-1.htm |