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)
Innovid (CTV) - 2020 Q4 - Annual Report