Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
|
CUSIP No. 457679108 |
| 1 |
NAMES OF REPORTING PERSONS
ION Holdings 2, LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
3,933,942 (1) (2) |
| 7 |
SOLE DISPOSITIVE POWER
-0- |
| 8 |
SHARED DISPOSITIVE POWER
3,933,942 (1) (2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,933,942 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.87% (3) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) |
ION Holdings 2, LP (“ION LP”) is the record holder of the securities. As the general partner of ION LP, ION Acquisition Corp GP Ltd. (“ION GP”) has voting and investment discretion with respect to the common stock held by ION LP. |
| (2) |
The reported shares include: (i) 1,847,266 shares of Common Stock held
by the Sponsor and (ii) 2,086,676 shares of Common Stock issuable upon exercise of warrants held by the Sponsor. |
| (3) |
Reflects 137,057,707 shares of Common Stock outstanding as of April 12, 2023, based on information provided by the Issuer. |
| CUSIP No. 457679108 |
| 1 |
NAMES OF REPORTING PERSONS
ION Acquisition Corp GP Ltd.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
3,933,942 (1) (2) |
| 7 |
SOLE DISPOSITIVE POWER
-0- |
| 8 |
SHARED DISPOSITIVE POWER
3,933,942 (1) (2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,933,942 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.87% (3) |
| 12 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
ION Holdings 2, LP (“ION LP”) is the record holder of the
securities. As the general partner of ION LP, ION Acquisition Corp GP Ltd. (“ION GP”) has voting and investment discretion
with respect to the common stock held by ION LP. |
| (2) |
The reported shares include: (i) 1,847,266 shares of Common Stock held
by the Sponsor and (ii) 2,086,676 shares of Common Stock issuable upon exercise of warrants held by the Sponsor. |
| (3) |
Reflects 137,057,707 shares of Common Stock outstanding as of April 12, 2023, based on information provided by the Issuer. |
| Item 1. |
(a) |
Name of Issuer: |
Innovid Corp.
| |
(b) |
Address of Issuer’s Principal Executive Offices: |
30 Irving Place, 12th Floor
New York, New York 10003
| Item 2. |
(a) |
Name of Person Filing: |
This statement is filed by:
(i) ION LP, an exempted limited partnership
under the laws of the Cayman Islands with respect to the shares of the Issuer’s common stock, par value $0.0001 per share (the “Common
Stock”) directly owned by it; and
(ii) ION GP, a company incorporated
in the State of Israel, as general partner of ION LP, with respect to the Common Stock directly owned by ION LP.
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are
made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in
and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
| |
(b) |
Address of Principal Business Office: |
The address of principal business office of each of the
Reporting Persons is:
89 Medinat Hayehudim Street
Herzliya 4676672, Israel
ION LP is an exempted limited partnership registered under
the laws of the Cayman Islands. ION GP is a company incorporated in the State of Israel.
| |
(d) |
Title of Class of Securities: |
Common Stock
The CUSIP number for the Issuer’s Common Stock is
457679108.
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: |
| |
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
|
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|
| |
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
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| |
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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|
| |
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
(g) |
☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
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(h) |
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
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|
| |
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
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|
| |
(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:
Not applicable.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a); (b) Amount Beneficially Owned; Percent of Class:
As of May 16, 2023, each of the Reporting Persons are the beneficial
owners of 3,933,942 shares of Common Stock, representing 2.87% of the total Common Stock outstanding. The percentage of Common Stock held
by the Reporting Persons is based upon 137,057,707 shares of Common Stock outstanding as of April 12, 2023 based on information provided
by the Issuer.
An investment committee comprised of five individuals makes voting
and investment decisions regarding the securities indirectly owned by ION GP. As a result, ION GP may be deemed to have beneficial ownership
of the shares held directly by ION LP. However, none of the ION GP investment committee’s members is deemed a beneficial owner of
the shares held by ION LP under Section 13(d) of the Exchange Act due to the approval standard for committee action.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
3,933,942 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition
of
3,933,942 (See Item 4(b))
| Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group |
See Exhibit 1.
| Item 9. |
Notice of Dissolution of Group |
Not applicable.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best
of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
| CUSIP No. |
457679108 |
SCHEDULE 13G |
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SIGNATURES |
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After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: May 16, 2023
| |
ION HOLDINGS 2, LP |
| |
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| |
By its General Partner, |
| |
ION Acquisition Corp GP Ltd. |
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By: |
/s/ Anthony Reich |
| |
Name: |
Anthony Reich |
| |
Title: |
Chief Financial Officer |
| |
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ION Acquisition Corp GP Ltd. |
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By: |
/s/ Anthony Reich |
| |
Name: |
Anthony Reich, Attorney-in-Fact for ION Acquisition Corp GP Ltd. |