IACA SEC filings, in plain English
Everything ION Acquisition Corp 1 Ltd. has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: ION Acquisition Corp. 1 Ltd. issued definitive merger materials for an extraordinary general meeting scheduled for June 28, 2021 in virtual format, on the agreement and plan of merger dated January 25, 2021 with Taboola.com Ltd. and Toronto Sub Ltd. Merger Sub merges into ION, ION survives and becomes a wholly owned subsidiary of Taboola, and ION's securityholders become Taboola securityholders. The prospectus covers up to 32,343,750 Taboola Ordinary Shares and 12,350,000 ordinary shares issuable on exercise of Taboola Warrants. Why it matters: The $10.00 reference price is manufactured: Taboola intends a 1-for-2.7007 forward stock split expressly to cause the value of its outstanding ordinary shares immediately before the effective time to equal $10.00 per share, and both the PIPE — 13,500,000 shares for $135,000,000 — and the Secondary Purchases of up to 15,120,000 shares for up to $151,200,000 are priced off that figure. The Secondary Purchases buy shares from existing Taboola shareholders rather than from the company, so those proceeds do not reach its balance sheet.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- no earlier filing$450.0M
- Outside date
- no earlier filing2021-07-09
SpacBrain reads this as the min-cash condition binds at $450,000,000.
The clause …“and the proceeds from the PIPE Investment and the Secondary Purchases must equal or exceed $450,000,000 (the “ Minimum Cash Condition ”). Since the amount in the trust account is less than $450,000,000, the funds from the PIPE”…
SpacBrain reads this as the agreement may be terminated from 2021-07-09.
The clause …“the Taboola Ordinary Shares on Nasdaq in addition to NYSE and to extend the Outside Date (as defined herein) from June 25, 2021, to July 9, 2021. The amendment to the Merger Agreement is filed as Exhibit 2.2 hereto. 14 TABLE OF”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2020-11-12sponsor loan $75K → $92K
sponsor loans outstanding, trust account, redeemable shares +11 moved · 3 with no prior record of ours
- Sponsor loans outstanding
- $75K$92K
- Trust account
- not previously extracted$258.8M
- Redeemable shares
- not previously extracted21.4M
- Combination deadline
- 2022-10-06 · unchanged
SpacBrain reads this as the sponsor has advanced $17,468 more.
The clause …“completion of the Initial Public Offering. As of October 6, 2020, there was $92,468 outstanding under the Promissory Note, which was subsequently repaid in full on October 14, 2020. Administrative Services Agreement The Company”…
The clause “310,698 Total Current Assets 1,052,790 1,387,570 Cash and marketable securities held in Trust Account 258,817,072 258,794,822 Total Assets $ 259,869,862 $ 260,182,392 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accrued”…
The clause …“outstanding at March 31, 2021 and December 31, 2020, respectively (excluding 21,366,185 and 20,189,024 shares subject to possible redemption at March 31, 2021 and December 31, 2020, respectively) 451 569 Class B ordinary shares,”…
The clause …“by the number of then issued and outstanding Public Shares. The Company will have until October 6, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FY2020 10-K, the first for a company incorporated August 6, 2020. The October 6, 2020 IPO of 25,875,000 units placed $258,750,000 in trust; the trust held $258,794,822 at December 31, 2020. 25,438,719 Class A shares are carried as redeemable at $254,431,257, leaving 436,281 Class A and 6,468,750 Class B. Cash outside trust $1,076,872; total liabilities on the balance sheet are $751,127. Net loss $711,771 on $756,593 of operating costs. Deadline October 6, 2022. A merger agreement with Taboola.com Ltd. was signed January 25, 2021. Why it matters: The balance sheet does not carry the deferred underwriting fee. The narrative states $5,750,000 of deferred underwriting discounts payable on completion, and warns the amount will not be reduced by redemptions, yet total recorded liabilities are $751,127 with no deferred line - so this balance sheet omits a claim that peers record. The document also gives the trust twice and differently: $258,794,822 on the balance sheet and in MD&A, $258,784,822 in Item 1. Figures are as of December 31, 2020.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.