ION Acquisition Corp 2 Ltd.

A 94% one-day premium is a genuine outcome for holders of a stock that had fallen to $1.62 - the acquisition crystallises value the market was not assigning. Failing to vote counts as a vote against adoption, so abstention actively risks the deal. For legacy ION Acquisition 2 holders the de-SPAC ends in a cash sale rather than a dilution spiral, which distinguishes Innovid from most of this cohort.

The filing states $3.15 as approximately a 94% premium to the $1.62 closing price on November 20, 2024, the last trading day before announcement, and approximately 72% over the $1.84 90-day volume weighted average price on that date. Adoption requires the affirmative vote of the holders of a majority of the outstanding shares, so a failure to vote, an abstention or a broker non-vote each have the same effect as a vote against. Holders who properly exercise appraisal rights take payment under those rights instead. The meeting date and the record date are both left blank.

Of the registered stock, 93,255,615 shares go to holders of Innovid, Inc. common stock, warrants and preferred stock, assuming all outstanding options to acquire Prior Innovid Common Stock are exercised before closing. The remaining 25,300,000 Class A and 6,325,000 Class B ordinary shares are the SPAC's own capital converting by operation of law in the Domestication, so the $1,237,566,894.65 share-line aggregate is not a price paid for Innovid. The $9.91 is the high-low average of the Class A Ordinary Shares on the New York Stock Exchange on October 19, 2021.

Footnote (3) splits the share line into 25,300,000 Class A ordinary shares from the IPO registered on Form S-1 (File No. 333-252440), 6,325,000 Class B shares converting before the Domestication, and 93,255,615 shares to be issued to holders of Innovid, Inc. common stock, warrants and preferred stock assuming all options are exercised — so only the last is consideration; the first two are the SPAC's own capital re-registering. The warrant line is 3,162,500 public and 7,060,000 private placement warrants. Pricing at $9.91 is the NYSE high/low average on October 19, 2021 under Rule 457(f)(1).

A secondary sale transaction sits between the trust and the target: ION will buy equity securities from existing Innovid stockholders for an amount of available cash Innovid designates, illustrated at $213,000,000 assuming $150,000,000 of available cash is retained, and the Innovid board may increase the retained amount by up to $200,000,000. How much cash reaches selling shareholders rather than the balance sheet is therefore set late and by the target. Innovid holders are expected to own about 61% of the combined company, PIPE investors about 12% and the sponsor about 5%.

The merger issuance is 90,033,934 shares against 25,300,000 Class A Ordinary Shares from the initial public offering and 6,325,000 Class B Ordinary Shares, which convert into Class A immediately before the domestication and then into common stock by operation of law — so the target's side takes roughly three times the SPAC's own converted stock. The warrants add 10,222,500 further shares at $11.50. The $9.88 is a market average used only to compute the fee, not a valuation of the transaction.