Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-Q ____________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40048 ____________________________ Innovid Corp. (Ex ...

Financial Data and Key Metrics Changes - Revenue increased by 44% year-over-year to $25.9 million, with 9% attributed to TVSquared following its acquisition [11][30] - Revenue excluding TVSquared grew 30% year-over-year to $23.4 million, surpassing expectations of 17% to 22% growth [12][31] - Net loss for Q1 2022 was $7.4 million, with adjusted EBITDA at negative $3 million, better than the expected range of negative $3.5 million to negative $4.5 million [12][39] Business Line Data and Key Metrics Changes - CTV revenue, excluding TVSquared, increased nearly 40% year-over-year, accounting for 47% of total quarterly revenue, up from 44% in Q1 2021 [13][31] - Mobile contributed 38% and desktop 15% of revenue, growing 23% and 20% year-over-year, respectively, when excluding TVSquared [31] - CTV accounted for 49% of all video impression volume served, up from 46% in Q1 2021, with a year-over-year growth of 36% [32] Market Data and Key Metrics Changes - U.S. revenue accounted for 90% of total revenue, growing 42% year-over-year, while international revenue grew 56% year-over-year [33][34] - The number of ad-supported streaming service users is projected to rise from 129 million in 2021 to 165 million by 2025 [9] Company Strategy and Development Direction - The acquisition of TVSquared aims to enhance measurement capabilities in the converged TV landscape, addressing the needs of marketers for robust measurement [14][15] - Innovid is focusing on volume growth, product upsell, geographic coverage, and client base retention and expansion as key growth drivers [20] - The company is optimistic about the future of advertising-supported CTV viewership and its market-leading infrastructure [29] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about recovery in the automotive sector and overall advertising spending, despite uncertainties in the macro environment [50][51] - The company expects revenue for Q2 2022 to be in the range of $33 million to $35 million, reflecting 44% to 53% year-over-year growth [42] - For the full year of 2022, total expected revenue is increased to a range of $135 million to $140 million, reflecting 50% to 55% year-over-year growth [44] Other Important Information - Gross profit for Q1 was $19.5 million, with gross margins at 75%, slightly down from 79% in Q1 2021 due to intangible asset amortization related to TVSquared [34][36] - The company has a cash balance of $45.4 million post-acquisition of TVSquared, down from $156.7 million at the end of 2021 [40] Q&A Session Summary Question: Impact of Ukraine invasion on guidance and CTV consumption - Management noted strong Q1 performance driven by recovery in the auto industry and CPG, with no specific delay in revenue driven by ad volume [49][50] Question: Measurement opportunities and competition - Management highlighted the significant investment in measurement and the unique position Innovid holds with its ad server and TVSquared's data [61][67] Question: IP address impact and litigation with Nielsen - Management stated that ongoing privacy changes have not materially impacted the business, and they do not expect the Nielsen lawsuit against TVSquared to be successful [71][75] Question: Political impact on revenue - Management indicated that political advertising is not a major focus, and any revenue from TVSquared related to performance tracking would not be significant [91][92] Question: Supply chain issues and recovery - Management observed a positive trend in the automotive sector, with spending returning to pre-supply chain issue levels [96][99] Question: Moving upmarket with TVSquared - Management confirmed the strategy to move upmarket by integrating TVSquared's capabilities with Innovid's existing offerings [102][106] Question: Netflix's AVOD ambitions - Management believes the introduction of ad-supported models by major streaming platforms aligns with Innovid's strategy and will drive investment in better ad products [110][111]

Financial Performance - Innovid Corp. reported revenues of $90.291 million for the year ended December 31, 2021, representing a 31% increase from $68.801 million in 2020[477]. - The company's gross profit for 2021 was $72.506 million, up from $56.436 million in 2020, indicating a strong growth in profitability[477]. - Operating expenses increased to $78.355 million in 2021, compared to $55.314 million in 2020, driven by higher research and development and sales and marketing costs[477]. - Innovid Corp. recorded a net loss of $11.472 million for 2021, compared to a net loss of $812,000 in 2020[477]. - Net loss for the year ended December 31, 2021, was $11,472,000, compared to a net loss of $812,000 in 2020 and $7,334,000 in 2019[486]. Assets and Liabilities - The total assets of Innovid Corp. as of December 31, 2021, were $205.532 million, significantly up from $59.458 million in 2020[473]. - Current assets increased to $195.249 million in 2021, compared to $51.623 million in 2020, reflecting improved liquidity[473]. - Total liabilities rose to $44.277 million in 2021, compared to $22.191 million in 2020, indicating increased financial obligations[473]. - The company had a total stockholders' equity of $161.255 million as of December 31, 2021, compared to a deficit of $49.730 million in 2020[473]. Cash Flow and Investments - Cash used in operating activities for 2021 was $2,421,000, an improvement from $4,159,000 in 2020 and $8,982,000 in 2019[486]. - Total cash, cash equivalents, and restricted cash at the end of 2021 was $157,158,000, up from $16,092,000 at the end of 2020[486]. - The company’s cash flows from investing activities totaled $3,687,000 used in 2021, compared to $948,000 used in 2020[486]. Research and Development - Innovid Corp. plans to continue investing in research and development to enhance its product offerings and market position[477]. Market Expansion and Acquisitions - The company is focused on expanding its market presence and exploring potential acquisition opportunities to drive growth[477]. - The Company acquired Dynamo Creative for a total consideration of $5,000, to be paid in three installments: $4,250 on the Closing Date, $250 within 45 days, and $500 within 15 months after the Closing Date[609]. - As of December 31, 2021, the net assets acquired from Dynamo Creative amounted to $5,000, with total assets acquired valued at $5,280 and assumed liabilities of $280[610]. Stock and Warrants - The company had a total of 119,017,380 common shares outstanding as of December 31, 2021[486]. - The Company may redeem outstanding Public Warrants at a price of $0.01 per warrant if the closing price of the Innovid Corp. ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period[627]. - The fair value of the Company Warrants as of December 31, 2021 was $18,972, down from $22,791 at the closing of the transaction[639]. Accounting and Compliance - The Company will adopt new accounting standards effective in 2022, including lease accounting, which will require establishing liabilities and right-of-use assets of approximately $5,500 and $3,900 respectively[584]. - The Company is in compliance with all covenants, maintaining an adjusted quick ratio of at least 1.20:1.00[648][649]. Miscellaneous - The Company has subsidiaries in the US, Israel, Argentina, the UK, and Australia, indicating a broad market presence[495]. - The Company recognized an accretion of preferred stocks to redemption value of $77,063,000 in 2021[486].

Company Overview - Innovid is a leading independent ad delivery and measurement platform for Connected TV (CTV)[12, 20] - The company empowers advertisers to shift investment from linear TV to connected TV[12] - Innovid has a global presence with 575+ employees, founded in 2007, and 16 offices worldwide[12] Market Opportunity - The global TV ad spending is a $200 billion market[10] - Estimated global ad spending on CTV is between $15 billion and $20 billion[10] - CTV is shifting from linear TV, creating opportunities and challenges[10, 11] Business Performance - In 2021, Innovid's revenue reached $90.3 million, representing a 31% year-over-year growth[37, 38] - CTV revenue grew by 48% year-over-year in 2021[35, 36] - CTV accounted for 45% of total revenue in 2021[35, 36] - The company's gross profit for 2021 was $72.5 million, with a gross margin of 80%[35, 38] - Adjusted EBITDA for 2021 was $5.4 million, resulting in a 6% margin[35, 38] Growth Strategy - Multiple levers to drive high growth including expanding client base, volume growth from existing customers, upselling additional modules, and geographic expansion[24] - Net Revenue Retention (NRR) Rate is calculated as percentage of revenue retained from existing core platform customers, including expansion revenue, downgrades, and churn[27] - The company's core client retention rate is high, with a Net Revenue Retention rate of 121% in 2021[27] Acquisition - Innovid acquired TVSquared for $100 million in cash and 12.5 million shares of Innovid[32] - TVSquared generated approximately $20-22 million in revenue in 2021, with revenue growth exceeding 40% year-over-year[33] Financial Guidance - For FY 2022, Innovid anticipates organic revenue between $110 million and $115 million, representing a 22-28% year-over-year growth[39]

Financial Data and Key Metrics Changes - Full year 2021 revenue grew 31% year-over-year to $90.3 million, while adjusted EBITDA increased by 110% year-over-year [15][37] - Q4 2021 revenue increased by 13% year-over-year to $26 million, with CTV representing 45% of total revenue and growing by 48% in 2021 [37][38] - Gross profit for Q4 was $20.6 million, a 7% year-over-year increase, with a gross margin of 79% [41] - Net loss in Q4 was $7.6 million, with an adjusted EBITDA margin of 7% for Q4 and 6% for the full year [43] Business Line Data and Key Metrics Changes - CTV accounted for the largest share of revenue, with a growth rate of 48% in 2021, while mobile contributed 39% and grew by 21%, and desktop contributed 16% with a growth of 19% [37][38] - Advanced creative revenue grew 49% year-over-year due to increased adoption of personalization products [18] - International revenue grew 39% year-over-year to $8.4 million, representing 9% of total revenue [21][39] Market Data and Key Metrics Changes - U.S. CTV ad spending reached $14.4 billion in 2021, accounting for 18.2% of total TV spending, projected to triple by 2025 [11][10] - Non-U.S. CTV volume grew 137% year-over-year, indicating significant global adoption potential [12] Company Strategy and Development Direction - The company aims to reimagine TV advertising by providing infrastructure for personalized, data-driven advertising [9][10] - Four primary growth engines identified: delivery volume growth, product upsell, geographic expansion, and expanding client base [13] - The acquisition of TVSquared is expected to enhance measurement capabilities and expand market presence [29][30] Management Comments on Operating Environment and Future Outlook - Management noted a temporary slowdown in volume growth during Q4 due to supply chain issues affecting major clients, particularly in the automotive sector [24] - Despite short-term challenges, the company remains optimistic about the long-term shift of TV advertising budgets to CTV [26] - The company anticipates continued growth in CTV ad spend driven by new streaming platforms and sports broadcasting changes [26][27] Other Important Information - The company reported a record high retention rate of 97% for core platform clients, indicating strong customer loyalty [22][44] - Cash and cash equivalents at the end of 2021 were $157 million, following a deSPAC transaction that generated approximately $150 million [46] Q&A Session Summary Question: What is the total investment in the measurement line extension for 2022? - Management indicated that a significant portion of resources, between a third to half, will be dedicated to extending the measurement line of business, particularly following the acquisition of TVSquared [54] Question: What is the expected return on investment from the measurement spending? - Management plans to provide a pro forma outlook on revenue streams post-acquisition closure, emphasizing the strategic importance of measurement for client acquisition and retention [55] Question: What is the outlook for the automotive vertical in Q1? - Management noted that while supply chain issues persist, they expect growth rates in CTV to return to normal levels as inventory issues resolve [58] Question: How does TVSquared differentiate from other measurement players? - Management highlighted that Innovid's edge lies in its ability to collect census-level data through its ad delivery platform, providing a more accurate measurement solution [66] Question: What is the opportunity in China? - The company is entering the Chinese market to support global clients' measurement needs, rather than local sales, due to demand from existing multinational clients [75] Question: How do measurement products currently monetize? - TVSquared's revenue model is based on annual contracts rather than CPM, and management plans to integrate CTV measurement capabilities into a unified pricing model post-acquisition [79] Question: What is Innovid Key? - Innovid Key is an identity framework that connects multiple identifiers to first-party data, enhancing ad exposure measurement [81]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40048 ION ACQUISITION CORP 2 LTD. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40048 ION ACQUISITION CORP 2 LTD. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40048 ION ACQUISITION CORP 2 LTD. (Exact name of registrant as specified in its charter) | --- | --- | |------------------------------ ...

```markdown [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Overview](index=4&type=section&id=Forward-Looking%20Statements%20Overview) This section warns that the report contains forward-looking statements, emphasizing that actual results may differ materially due to risks and uncertainties - Forward-looking statements cover expectations regarding selecting a target, completing a business combination, performance of target businesses, retaining key personnel, potential conflicts of interest, and financial performance[14](index=14&type=chunk) - These statements are based on current expectations and beliefs but involve risks and uncertainties that could cause actual results to differ materially[16](index=16&type=chunk) - The company undertakes no obligation to update or revise forward-looking statements, except as required under applicable securities laws[16](index=16&type=chunk) [PART I](index=5&type=section&id=PART%20I) [ITEM 1. BUSINESS.](index=5&type=section&id=ITEM%201.%20BUSINESS.) Ion Acquisition Corp 2 Ltd. is a SPAC that completed its IPO in February 2021, raising **$253 million** for a business combination targeting the Israeli technology ecosystem by February 2023 - The company is a blank check company (SPAC) incorporated on November 23, 2020, with no operations or revenue to date, classified as a "shell company"[20](index=20&type=chunk) - Consummated its initial public offering (IPO) on February 16, 2021, issuing **25,300,000** units at **$10.00** each, generating **$253,000,000** gross proceeds. Simultaneously, sold **7,060,000** private placement warrants for **$7,060,000**[21](index=21&type=chunk)[22](index=22&type=chunk) - **$253,000,000** from the IPO and private placement was placed in a Trust Account, to be released upon business combination completion or redemption of public shares by February 16, 2023[23](index=23&type=chunk) - Intends to focus its search for a business combination on the Israeli technology ecosystem[28](index=28&type=chunk) - Must complete an initial business combination within **24** months from the Public Offering (by February 16, 2023), or public shares will be redeemed and the company liquidated[45](index=45&type=chunk) - Expects to encounter competition from other special purpose acquisition companies, private equity groups, and operating businesses for target acquisitions[46](index=46&type=chunk) [ITEM 1A. RISK FACTORS.](index=10&type=section&id=ITEM%201A.%20RISK%20FACTORS.) This section details significant risks related to the company's business combination search, post-combination operations, management, and securities - As a blank check company, it has no operating history or revenues, providing no basis to evaluate its ability to achieve its business objective[51](index=51&type=chunk)[52](index=52&type=chunk) - Failure to complete an initial business combination by February 16, 2023, will result in the cessation of operations, redemption of public shares, and liquidation, with warrants expiring worthless[76](index=76&type=chunk)[77](index=77&type=chunk) - The ability of public shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential business combination targets, potentially hindering the completion of a desirable transaction[62](index=62&type=chunk)[63](index=63&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) - Officers and directors have other business commitments and may have conflicts of interest in allocating their time or determining to which entity a particular business opportunity should be presented[206](index=206&type=chunk)[207](index=207&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) - The issuance of additional Class A ordinary shares or preference shares to complete a business combination or under an employee incentive plan, or the conversion of Founder Shares at a greater than one-to-one ratio, could significantly dilute the equity interest of existing shareholders[242](index=242&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk) - The COVID-19 pandemic has adversely affected and may continue to adversely affect the search for a business combination, including restricting travel, limiting meetings, and impacting the ability to raise financing[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk) - If the initial business combination is with a company located outside the United States, the company would be subject to additional risks such as managing cross-border operations, currency fluctuations, and varying legal/regulatory systems[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS.](index=45&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS.) The company has no unresolved staff comments from the SEC - No unresolved staff comments[282](index=282&type=chunk) [ITEM 2. PROPERTIES.](index=45&type=section&id=ITEM%202.%20PROPERTIES.) The company utilizes office space provided by its sponsor in Herzliya, Israel, for a monthly fee of **$10,000**, considered adequate for current operations - The company utilizes office space at **89** Medinat Hayehudim Street, Herzliya **4676672**, Israel, provided by its Sponsor[284](index=284&type=chunk) - A monthly fee of **$10,000** is paid to the Sponsor for office space and administrative services, considered at least as favorable as from an unaffiliated entity[284](index=284&type=chunk) [ITEM 3. LEGAL PROCEEDINGS.](index=45&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS.) As of December 31, 2020, there were no material litigation, arbitration, or governmental proceedings pending against the company or its management - As of December 31, 2020, there was no material litigation, arbitration, or governmental proceeding pending against the company or its management team[285](index=285&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES.](index=45&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This item is not applicable to the company - This item is not applicable[286](index=286&type=chunk) [PART II](index=46&type=section&id=PART%20II) [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.](index=46&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES.) The company's units, Class A ordinary shares, and warrants are listed on NYSE, with **$253 million** raised from its IPO and **$7.06 million** from private placement warrants - The company's units, Class A ordinary shares, and warrants are listed on NYSE under the symbols "IACB.U", "IACB", and "IACB WS", respectively[290](index=290&type=chunk) - As of December 31, 2020, there was one record holder of Class B ordinary shares and no record holders of units, Class A ordinary shares, or warrants[291](index=291&type=chunk) - On February 16, 2021, the company consummated its Public Offering of **25,300,000** units at **$10.00** per unit, generating gross proceeds of **$253,000,000**[292](index=292&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **7,060,000** private placement warrants for **$7,060,000**[293](index=293&type=chunk) - **$253,000,000** of the gross proceeds from the Public Offering and private placement warrants was placed in the Trust Account[294](index=294&type=chunk) - The company paid **$5,060,000** in underwriting discounts and commissions and **$523,150** for other offering costs, with an additional **$8,855,000** in deferred underwriting fees payable upon consummation of the initial business combination[295](index=295&type=chunk) [ITEM 6. SELECTED FINANCIAL DATA.](index=46&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA.) As a "smaller reporting company," the company is not required to provide selected financial data for this item - As a "smaller reporting company," the company is not required to provide the information called for by this Item[296](index=296&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=46&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) This section discusses the company's financial condition, IPO proceeds, liquidity, and contractual obligations as a blank check company with no operating revenues - The company is a blank check company with no operating revenues to date and expects to incur significant costs in pursuit of its acquisition plans[299](index=299&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk) Results of Operations (Inception to Dec 31, 2020) | Metric | Amount ($) | | :----------------------------------- | :--------- | | Formation and operating costs | 5,000 | | **Net Loss** | **(5,000)** | - As of December 31, 2020, the company had no cash; its only source of liquidity was an initial purchase of ordinary shares by the Sponsor and a loan from the Sponsor[303](index=303&type=chunk) - Following the Public Offering and Private Placement, **$253,000,000** was placed in the Trust Account. The company incurred **$14,438,150** in transaction costs, including **$5,060,000** of underwriting fees and **$8,855,000** of deferred underwriting fees[304](index=304&type=chunk)[305](index=305&type=chunk) - Substantially all funds in the Trust Account are intended for the Business Combination, while funds outside the Trust Account are for identifying and evaluating target businesses, due diligence, and transaction costs[306](index=306&type=chunk)[307](index=307&type=chunk) - The Sponsor or its affiliates may loan funds for working capital or transaction costs, which may be repaid upon completion of a Business Combination or converted into private placement warrants[309](index=309&type=chunk) - Contractual obligations include a **$10,000** per month fee to the Sponsor for administrative services and a deferred underwriting fee of **$8,855,000** payable upon completing a Business Combination[312](index=312&type=chunk)[313](index=313&type=chunk) - Forward purchase agreements commit investors to purchase **5,000,000** Class A ordinary shares for up to **$50,000,000** concurrently with a Business Combination, providing a minimum funding level[314](index=314&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=49&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) As of December 31, 2020, the company had no market or interest rate risk, with Trust Account funds invested in short-term U.S. government obligations - As of December 31, 2020, the company was not subject to any market or interest rate risk[318](index=318&type=chunk) - Post-IPO, net proceeds in the Trust Account are invested in U.S. government treasury obligations with a maturity of **185** days or less or in money market funds, resulting in no material exposure to interest rate risk due to the short-term nature of these investments[318](index=318&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.](index=49&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA.) This item refers to the audited financial statements and supplementary data provided later in the report, following Item 15 - Financial statements and supplementary data are included following Item **15** of this Report[319](index=319&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.](index=49&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE.) There have been no changes in or disagreements with accountants on accounting and financial disclosure - None[320](index=320&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES.](index=49&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES.) Management concluded disclosure controls were effective as of December 31, 2020, with no material changes in internal control over financial reporting - Management, with the participation of the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2020[321](index=321&type=chunk) - The Annual Report on Form **10-K** does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the independent registered public accounting firm due to a transition period established by SEC rules for newly public companies[324](index=324&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[325](index=325&type=chunk) [PART III](index=51&type=section&id=PART%20III) [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.](index=51&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) This section lists the company's directors and executive officers, detailing board structure, committee functions, and the adopted Code of Business Conduct and Ethics Directors and Executive Officers | Name | Age | Title | | :--- | :-- | :---- | | Jonathan Kolber | 59 | Chairman of the Board | | Gilad Shany | 44 | Chief Executive Officer and Director | | Avrom Gilbert | 47 | President and Chief Operating Officer | | Anthony Reich | 56 | Chief Financial Officer | | Gabriel Seligsohn | 54 | Director | | Rinat Gazit | 51 | Director | | Lior Shemesh | 51 | Director | - The board of directors consists of five members and is divided into three classes with staggered three-year terms[338](index=338&type=chunk) - Mr. Seligsohn, Ms. Gazit, and Mr. Shemesh are identified as independent directors according to NYSE rules and applicable SEC rules[340](index=340&type=chunk) - The Audit Committee is comprised of Mr. Shemesh (Chair), Mr. Seligsohn, and Ms. Gazit, all independent, with Mr. Shemesh qualifying as an "audit committee financial expert"[341](index=341&type=chunk)[342](index=342&type=chunk) - The Nominating and Corporate Governance Committee and the Compensation Committee are also comprised of independent directors[346](index=346&type=chunk)[351](index=351&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers, and employees[355](index=355&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION.](index=56&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION.) No cash compensation has been paid to officers or directors, with the company paying its Sponsor **$10,000** monthly for administrative support - None of the officers or directors have received any cash compensation for services rendered to the company[357](index=357&type=chunk) - The company pays its Sponsor **$10,000** per month for office space, utilities, secretarial, and administrative support services[357](index=357&type=chunk) - The Sponsor, officers, and directors, or their affiliates, are reimbursed for out-of-pocket expenses incurred on the company's behalf[357](index=357&type=chunk) - After the completion of the initial business combination, directors or members of the management team who remain with the company may be paid consulting or management fees, which will be fully disclosed to shareholders[358](index=358&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.](index=57&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS.) This section details beneficial ownership of ordinary shares as of December 31, 2020, with Ion Holdings 2, LP (Sponsor) as the largest beneficial owner at **19.76%** Beneficial Ownership of Ordinary Shares (as of December 31, 2020) | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | % of Outstanding Ordinary Shares | | :----------------------------------- | :---------------------------------- | :------------------------------- | | Ion Holdings 2, LP | 6,250,000 | 19.76% | | Gabriel Seligsohn | 25,000 | * | | Rinat Gazit | 25,000 | * | | Lior Shemesh | 25,000 | * | (* Less than one percent) - As of March 22, 2021, there were **31,625,000** ordinary shares outstanding, comprising **25,300,000** Class A ordinary shares and **6,325,000** Class B ordinary shares[362](index=362&type=chunk) - Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment[364](index=364&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.](index=58&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE.) This section outlines transactions and relationships with related parties, including Founder Shares, Private Placement Warrants, administrative services, and forward purchase agreements - On December 1, 2020, the Sponsor paid **$25,000** for **5,750,000** Class B ordinary shares (Founder Shares). After a share capitalization in January 2021, there are **6,325,000** Founder Shares issued and outstanding[366](index=366&type=chunk) - The Sponsor purchased **7,060,000** private placement warrants for **$7,060,000**, which are non-redeemable and have transfer restrictions while held by the Sponsor or its permitted transferees[367](index=367&type=chunk) - The company pays its Sponsor **$10,000** per month for office space, utilities, secretarial, and administrative support services, commencing February 10, 2021[368](index=368&type=chunk) - The Sponsor loaned the company up to **$300,000** via an unsecured, non-interest-bearing promissory note, with **$5,000** outstanding as of December 31, 2020[369](index=369&type=chunk) - The Sponsor or its affiliates may provide Working Capital Loans, which can be converted into private placement warrants (up to **$1,500,000**) upon completion of a business combination[371](index=371&type=chunk) - Holders of Founder Shares, forward purchase shares, Private Placement Warrants, and warrants from Working Capital Loans have registration rights for their securities[372](index=372&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.](index=59&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES.) This section details **$45,000** in audit fees paid to Kost Forer Gabbay and Kasierer for the period from inception to December 31, 2020, with all services pre-approved by the audit committee - Kost Forer Gabbay and Kasierer, a member of Ernst & Young Global, acts as the independent registered public accounting firm[375](index=375&type=chunk) - Audit fees for the period from November 23, 2020 (inception) through December 31, 2020, were approximately **$45,000** for services related to the Public Offering and the audit of the December 31, 2020 financial statements[376](index=376&type=chunk) - No audit-related fees, tax fees, or other fees were billed for products and services provided by the independent registered public accounting firm during the reported period[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk) - The audit committee pre-approves all auditing services and permitted non-audit services to be performed by the auditors[380](index=380&type=chunk) [PART IV](index=60&type=section&id=PART%20IV) [ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.](index=60&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES.) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form **10-K** - The report includes audited financial statements and supplementary data[383](index=383&type=chunk) - No financial statement schedules are filed[383](index=383&type=chunk) - Various exhibits are filed, including corporate governance documents, warrant agreements, trust agreements, registration rights agreements, and related party agreements[384](index=384&type=chunk)[477](index=477&type=chunk)[479](index=479&type=chunk) [15.1. Financial Statements](index=60&type=section&id=15.1.%20Financial%20Statements) [15.1.1. Report of Independent Registered Public Accounting Firm](index=62&type=section&id=15.1.1.%20Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Kost Forer Gabbay & Kasierer provided an unqualified opinion on the company's financial statements as of December 31, 2020, in conformity with U.S. GAAP - Kost Forer Gabbay & Kasierer, a member of EY Global, provided an unqualified opinion on the company's financial statements as of December 31, 2020, and for the period from November 23, 2020 (inception) through December 31, 2020[389](index=389&type=chunk)[393](index=393&type=chunk) - The financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles (GAAP)[389](index=389&type=chunk) - The auditor was not engaged to perform an audit of the company's internal control over financial reporting[391](index=391&type=chunk) [15.1.2. Balance Sheet](index=63&type=section&id=15.1.2.%20Balance%20Sheet) This section presents the company's balance sheet as of December 31, 2020, detailing assets, liabilities, and shareholders' equity Balance Sheet (as of December 31, 2020) | Item | Amount ($) | | :----------------------------------- | :--------- | | **Assets:** | | | Deferred offering costs | 165,778 | | **TOTAL ASSETS** | **165,778** | | **LIABILITIES AND SHAREHOLDERS' EQUITY:** | | | Accrued offering costs | 140,778 | | Promissory note — related party | 5,000 | | **Total Current Liabilities** | **145,778** | | Class B ordinary shares | 633 | | Additional paid-in capital | 24,367 | | Accumulated deficit | (5,000) | | **Total Shareholders' Equity** | **20,000** | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY** | **165,778** | [15.1.3. Statement of Operations](index=64&type=section&id=15.1.3.%20Statement%20of%20Operations) This section presents the company's statement of operations for the period from inception to December 31, 2020, showing a **net loss of $5,000** Statement of Operations (Inception to Dec 31, 2020) | Item | Amount ($) | | :----------------------------------- | :--------- | | Formation and operating costs | 5,000 | | **Net Loss** | **(5,000)** | | Weighted average shares outstanding, basic and diluted | 5,500,000 | | Basic and diluted net loss per ordinary share | (0.00) | [15.1.4. Statement of Changes in Shareholders' Equity](index=65&type=section&id=15.1.4.%20Statement%20of%20Changes%20in%20Shareholders%27%20Equity) This section presents the company's statement of changes in shareholders' equity from inception to December 31, 2020, detailing share issuances and net loss Statement of Changes in Shareholders' Equity (Inception to Dec 31, 2020) | Item | Class B Ordinary Shares (Number) | Class B Shares ($) | Additional Paid-in Capital ($) | Accumulated Deficit ($) | Total Shareholders' Equity ($) | | :----------------------------------- | :------------------------------- | :----------------- | :----------------------------- | :---------------------- | :----------------------------- | | Balance (Nov 23, 2020) | — | — | — | — | — | | Issuance of Class B ordinary shares to Sponsor | 6,325,000 | 633 | 24,367 | — | 25,000 | | Net loss | — | — | — | (5,000) | (5,000) | | **Balance (Dec 31, 2020)** | **6,325,000** | **633** | **24,367** | **(5,000)** | **20,000** | [15.1.5. Statement of Cash Flows](index=66&type=section&id=15.1.5.%20Statement%20of%20Cash%20Flows) This section presents the company's statement of cash flows from inception to December 31, 2020, showing **no net cash change** Statement of Cash Flows (Inception to Dec 31, 2020) | Item | Amount ($) | | :----------------------------------- | :--------- | | Cash Flows from Operating Activities: Net loss | (5,000) | | Adjustments to reconcile net loss to net cash used in operating activities: Payment of formation costs through issuance of Class B ordinary shares | 5,000 | | **Net cash used in operating activities** | **—** | | **Net Change in Cash** | **—** | | Cash – Beginning | — | | **Cash – Ending** | **—** | - Non-cash investing and financing activities included **$140,778** in deferred offering costs included in accrued offering costs, **$20,000** in deferred offering costs paid by Sponsor for Class B ordinary shares, and **$5,000** in deferred offering costs paid through a promissory note from a related party[404](index=404&type=chunk) [15.1.6. Notes to Financial Statements](index=67&type=section&id=15.1.6.%20Notes%20to%20Financial%20Statements) This section provides detailed notes to the financial statements, covering company overview, IPO, business combination requirements, and related party transactions - The company is a blank check company incorporated on November 23, 2020, with no operations or operating revenues until after a Business Combination[407](index=407&type=chunk)[409](index=409&type=chunk) - The IPO on February 16, 2021, raised **$253,000,000** gross proceeds from **25,300,000** units, and a private placement of **7,060,000** warrants generated **$7,060,000**. A total of **$253,000,000** was placed in the Trust Account[410](index=410&type=chunk)[411](index=411&type=chunk)[412](index=412&type=chunk) - The company must complete a Business Combination with one or more operating businesses or assets with a fair market value equal to at least **80%** of the assets in the Trust Account. The deadline for completion is February 16, 2023, after which the company will liquidate and redeem public shares[413](index=413&type=chunk)[420](index=420&type=chunk) - Public shareholders have redemption rights upon completion of a Business Combination or liquidation. The Sponsor has waived its redemption rights for Founder Shares and certain other shares[414](index=414&type=chunk)[419](index=419&type=chunk) - The Sponsor has agreed to be liable for third-party claims that reduce the Trust Account below a certain threshold, provided waivers are not executed or enforceable[424](index=424&type=chunk) - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[426](index=426&type=chunk)[427](index=427&type=chunk) - Related party transactions include the issuance of **6,325,000** Founder Shares to the Sponsor, a **$300,000** promissory note from the Sponsor (**$5,000** outstanding as of Dec 31, 2020), a **$10,000** monthly administrative services fee to the Sponsor, forward purchase agreements for **$50,000,000** in Class A ordinary shares, and potential Working Capital Loans from the Sponsor or affiliates[443](index=443&type=chunk)[445](index=445&type=chunk)[448](index=448&type=chunk)[449](index=449&type=chunk)[450](index=450&type=chunk) - The company's authorized share capital includes **5,000,000** preference shares, **500,000,000** Class A ordinary shares, and **50,000,000** Class B ordinary shares. As of December 31, 2020, **6,325,000** Class B ordinary shares were outstanding[456](index=456&type=chunk)[457](index=457&type=chunk)[458](index=458&type=chunk) - Public Warrants become exercisable **30** days after a Business Combination or one year from the IPO closing, expiring five years after a Business Combination. They are redeemable under certain Class A ordinary share price conditions (**$18.00** or **$10.00**). Private Placement Warrants are identical but non-redeemable and non-transferable (with limited exceptions) while held by initial purchasers[461](index=461&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk)[472](index=472&type=chunk) [15.2. Financial Statement Schedules](index=60&type=section&id=15.2.%20Financial%20Statement%20Schedules) No financial statement schedules are filed as part of this report - No financial statement schedules are filed as part of this report[383](index=383&type=chunk) [15.3. Exhibits](index=60&type=section&id=15.3.%20Exhibits) This section lists key exhibits including corporate governance documents, warrant agreements, trust agreements, and related party agreements - Key exhibits include the Amended and Restated Memorandum and Articles of Association, Specimen Certificates, Warrant Agreement, Letter Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Warrants Purchase Agreement, Indemnity Agreement, Promissory Note, Securities Subscription Agreement, Administrative Services Agreement, and Forward Purchase Agreements[384](index=384&type=chunk)[477](index=477&type=chunk)[479](index=479&type=chunk) [SIGNATURES](index=80&type=section&id=SIGNATURES) This section contains the signatures of the registrant's authorized officers and directors, confirming the filing of the report - The report is signed by authorized officers and directors, including Jonathan Kolber (Chairman), Gilad Shany (Chief Executive Officer and Director), Anthony Reich (Chief Financial Officer), Avrom Gilbert (President and Chief Operating Officer), Gabriel Seligsohn (Director), Rinat Gazit (Director), and Lior Shemesh (Director)[483](index=483&type=chunk)[487](index=487&type=chunk) ```