| CUSIP No. M8744T106 | 13G | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dan Tocatly |
| 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 Israel |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 4,387,513 | |
| 6. | SHARED VOTING POWER 15,690,593* | ||
| 7. | SOLE DISPOSITIVE POWER 4,387,513 | ||
| 8. | SHARED DISPOSITIVE POWER 15,690,593 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,078,106 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.93%** |
| 12. | TYPE OF REPORTING PERSON (see instructions) IN |
| (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 |
| (a) | Name of Person Filing Dan Tocatly | |
| (b) | Address of the Principal Office or, if none, residence 47 David Hamelech Blvd., Tel Aviv, 6423715, Israel | |
| (c) | Citizenship Israeli | |
| (d) | Title of Class of Securities Ordinary Shares, no par value | |
| (e) | CUSIP Number M8744T106 |
| (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) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (a) | Amount beneficially owned: 20,078,106 | |||
| (b) | Percent of class: 7.93% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote 4,387,513 | |||
| (ii) | Shared power to vote or to direct the vote 15,690,593 | |||
| (iii) | Sole power to dispose or to direct the disposition of 4,387,513 | |||
| (iv) | Shared power to dispose or to direct the disposition of 15,690,593 | |||
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
February 7, 2023 | |
| Date | |
| /s/ Dan Tocatly | |
| Signature | |
Dan Tocatly | |
| Name/Title |
