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):
August 9, 2023
TABOOLA.COM LTD.
(Exact name of registrant as specified in its charter)
Israel
| 001-40566
| Not applicable
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
7th Floor
New York, NY 10010
(Address of principal executive offices, including zip code)
212-206-7633
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
☐
| 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 Act:
| | | | Name of each exchange on which registered |
Ordinary shares, no par value
| | TBLA
| | The Nasdaq Global Market
|
Warrants to purchase ordinary shares
| | TBLAW
| | The Nasdaq Global Market
|
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 2.02. | Results of Operations and Financial Condition. |
On August 9, 2023, Taboola.com Ltd. (the “Company” or “Taboola”) issued a press release announcing its financial results for the second quarter of 2023. That press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On August 9, 2023, the Company made available a shareholder letter, investor presentation and prepared remarks from its Chief Executive Officer and Chief Financial Officer which provide highlights of the Company’s second quarter of 2023 financial results and related information, which is being made available in connection with the August 9, 2023 earnings conference call. A copy of the shareholder letter and prepared remarks are furnished herewith as Exhibits 99.2 and 99.3, respectively and are incorporated herein by reference. The investor presentation and also the earnings release and shareholder letter, can be found on Taboola's website at https://investors.taboola.com.
The information furnished with this Form 8-K, including Exhibits 99.1, 99.2 and 99.3 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 the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits
TABLE OF CONTENTS
| | Exhibit No. | | Description |
| | | | Press Release dated August 9, 2023 |
| | | | Letter to Shareholders dated August 9, 2023 |
| | | | Prepared Remarks dated August 9, 2023 |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto duly authorized.
| | TABOOLA.COM LTD. |
| | |
| | By: | /s/ Stephen Walker |
| | | Name: | Stephen Walker |
| | | Title: | Chief Financial Officer |
| | | | |
| Date: August 9, 2023 | | | |
