Innovid, Inc. entered into a definitive merger agreement to acquire ION Acquisition Corp 2 Ltd. (NYSE:IACB) for $1 billion in a reverse merger transaction on June 24, 2021. Pursuant to the agreement, immediately prior to the Domestication, each issued and outstanding Class B ordinary share, par value $0.0001 per share, of ION Acquisition Corp 2 Ltd. will be automatically converted, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of ION Acquisition Corp 2 Ltd. in accordance with the terms of ION Acquisition Corp 2 Ltd.'s organizational documents. Immediately following such conversion, upon the Domestication, (i) each then issued and outstanding ION Acquisition Corp 2 Ltd. Class A Share will automatically be converted, on a one-for-one basis, into a share of common stock of ION Acquisition Corp 2 Ltd., (ii) each issued and outstanding warrant to one ION Acquisition Corp 2 Ltd. Class A Share at a price of $11.50 per share will automatically be converted into one corresponding warrant to acquire one share of ION Acquisition Corp 2 Ltd. Domesticated Common Stock and (iii) each then issued and outstanding unit representing one ION Class A Share and one-eighth of an ION Acquisition Corp 2 Ltd. Warrant will be automatically converted into one unit of ION Acquisition Corp 2 Ltd. (after the Domestication) representing one ION Acquisition Corp 2 Ltd. Domesticated Common Stock and one-eighth of an ION Acquisition Corp 2 Ltd. Domesticated Warrant. Upon completion of the transaction, existing Innovid shareholders are expected to retain 64.4% of the pro forma company. Existing investors including Goldman Sachs, Sequoia Capital, Newspring, Genesis Partners and Vintage will remain shareholders under the proposed structure. In connection with the of the transaction, ION Acquisition Corp 2 Ltd. entered into certain subscription agreements, each dated June 24, 2021, with certain accredited and institutional investors, pursuant to which such investors have subscribed to purchase an aggregate of 15 million shares of ION Acquisition Corp 2 Ltd. Class A common stock, for a purchase price of $10.00 per share, for an aggregate purchase price of $150 million, to be issued immediately prior to or substantially concurrently with the closing. The obligations of each party to consummate the subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the transaction. The combined company will operate under the Innovid name and will trade on a US national exchange. Innovid's founders will continue to serve on the management team.

The transaction is subject to approval by the shareholders of both ION Acquisition Corp 2 Ltd. and Innovid, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval for listing on the NYSE of ION Domesticated common stock to be issued in connection with the transaction, effectiveness of the registration statement, the freely usable cash contained in ION Acquisition Corp 2 Ltd.'s trust account together with the aggregate amount of proceeds from the PIPE Investment funded and remaining with ION Acquisition Corp 2 Ltd. equaling or exceeding $250 million, delivery to Innovid of written resignations of certain officers and directors of ION Acquisition Corp 2 Ltd. and satisfaction of other customary closing conditions. The transaction was approved unanimously by the Board of Directors of each of ION Acquisition Corp 2 Ltd. and Innovid. Special meeting of ION Acquisition Corp 2 Ltd.'s stockholders to approve the proposed business combination with Innovid, Inc. to be held on November 29, 2021. As of November 10, 2021, ION Acquisition Corp 2 Ltd. and Innovid, Inc. announce effectiveness of registration statement and special meeting date for proposed business combination. The transaction is expected to close in Q4 of 2021. The Business Combination is expected to close promptly after the Special Meeting. The combined company will operate under the Innovid name and trade on the NYSE under the CTV ticker symbol to align with Innovid's capabilities and leadership position in the CTV advertising ecosystem. As on November 29, 2021, transaction is approved by the shareholder of ION Acquisition Corp 2, Ltd.

JMP Securities LLC acted as financial advisor to ION Acquisition Corp 2 Ltd. Evercore LLC acted as sole financial advisor while Eyal Orgad, Michael Vardanian, Jason Licht, Marc Jaffe, Jocelyn Noll, Jeremy Wolsk and Adam Kestenbaum of Latham & Watkins LLP, Joshua Kiernan of Latham & Watkins (London) LLP and Erez Mizrachi and Nir Sadeh of FWMK Law Offices acted as legal counsel to Innovid. Morgan Stanley acted as sole financial advisor while Colin Diamond and Robert Chung of White & Case LLP and Aaron M. Lampert of Goldfarb Seligman & Co. acted as legal counsel to ION Acquisition Corp 2 Ltd. Kost Forer, Gabbay & Kasierer, a member of Ernst & Young Global Limited, is acting as independent auditor.

Innovid, Inc. completed the acquisition of ION Acquisition Corp 2 Ltd. (NYSE:IACB) in a reverse merger transaction on November 30, 2021.