Innovid SPAC Presentation Deck
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DISCLAIMERS
This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Innovid, Inc. (the "Company" or
"Innovid") and ION Acquisition Corp 2 Ltd. ("ION") and related transactions (collectively, the "Proposed Transactions") and for no other purpose. This presentation is for information purposes only and is being provided to you solely in your
capacity as a potential investor in considering an investment in Innovid. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Innovid is prohibited. By
accepting this presentation, each recipient and its directors, partners, officers, employees, attorney(s), agents and representatives agrees: (i) to maintain the confidentiality of all information that is contained in this presentation and not
already in the public domain; and (ii) to return or destroy all copies of this presentation or portions thereof in its possession following the request for the return or destruction of such copies.
Forward-Looking Statements
This presentation includes "forward-looking statements" within the meaning of the federal securities laws, opinions and projections prepared by the Company's and ION's management. These forward-looking statements generally are
identified by the words "expects," "will," "projected," "continue," " increase," and/or similar expressions that conc the mpany's or ION's strategy, or intentions, but the absence of these words does not mean that a statement is
not forward-looking. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management's belief or interpretation of information currently available.
Because forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of the Company's or ION's control. Actual results and condition (financial or otherwise) may differ materially from those indicated in the forward-looking statements.
These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results and conditions to differ materially from those indicated in the forward-looking statements, including, but not limited to, the
various summary risk factors related to the Proposed Transactions that have been provided to you separately. The list of factors provided separately is not exhaustive. You should carefully consider the foregoing factors and the other risks
and uncertainties described in the "Risk Factors" section of ION's final prospectus related to its initial public offering, the Proxy Statement/Registration Statement (as defined below) and other documents filed by ION from time to time with
the Securities and Exchange Commission ("SEC"). There may be additional risks that the Company and ION do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's and ION's expectations, plans or forecasts of future events and views as of the date of this presentation. Accordingly, you should
not place undue reliance upon any such forward-looking statements in this presentation. Neither the Company, ION nor any of their affiliates have any obligation to update this presentation.
Additional Information and Where to Find it
In connection with the Proposed Transactions, ION is expected to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus relating to the Proposed Transactions (the "Proxy
Statement/Registration Statement"), and after the registration statement is declared effective, will mail the proxy statement included therein to holders of ION's ordinary shares in connection with ION's solicitation of proxies for the vote by
the ION shareholders with respect to the Proposed Transactions and other matters as described in the Proxy Statement/Registration Statement. ION urges its shareholders and other interested persons to read, when available, the Proxy
Statement/Registration Statement and amendments thereto and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the transactions, as these materials will contain important
information about ION, the Company and the Proposed Transactions. When available, the definitive proxy statement included in the Proxy Statement/Registration Statement will be mailed to ION's shareholders. Shareholders of ION will
also be able to obtain copies of such documents, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: ION Acquisition Corp 2 Ltd., 89 Medinat Hayehudim Street, Herzliya 4676672, Israel.
No Representations and Warranties
This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to Innovid. The recipient agrees and acknowledges that
this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Innovid or any of
its affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made
available to any party in the course of its evaluation of the Proposed Transactions and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or
otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Innovid disclaims any
duty to update the information contained in this presentation.
Participants in Solicitation
ION and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of ION's shareholders in connection with the Proposed Transactions. Shareholders of ION may obtain more
detailed information regarding the names, affiliations and interests of ION's directors and executive officers in ION's final prospectus for its initial public offering filed with the SEC on April 13, 2021 and in the Proxy Statement/Registration
Statement when available. Information concerning the interests of ION's participants in the solicitation, which may, in some cases, be different than those of ION's shareholders generally, will be set forth in the Proxy Statement/Registration
Statement when it becomes available.
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