Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Innovid Corp. |
Entity Incorporation, State or Country Code | DE |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
Entity Central Index Key | 0001835378 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - ION (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 14,472,000 | $ 15,645,000 | |
Prepaid expenses and other current assets | 1,966,000 | 1,174,000 | |
Prepaid Expense, Current | 862,000 | ||
Total Current Assets | 50,661,000 | 51,623,000 | |
NON-CURRENT ASSETS: | |||
Deferred offering costs | 3,269,000 | 0 | |
Total Assets | 63,152,000 | 59,458,000 | |
Current liabilities | |||
Accounts payable and accrued expenses | 2,171,000 | 1,155,000 | |
Total Current Liabilities | 14,002,000 | 11,042,000 | |
NON-CURRENT LIABILITIES: | |||
Warrant Liabilities | 3,690,000 | 499,000 | |
Total Liabilities | 26,546,000 | 22,191,000 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 and no shares subject to redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 139,990,000 | 86,997,000 | |
Shareholders’ (Deficit) Equity | |||
Common stock, value | 14,000 | 12,000 | |
Additional paid-in capital | 0 | ||
Accumulated deficit | (101,769,000) | (48,113,000) | |
Total Shareholders’ (Deficit) Equity | (103,384,000) | (49,730,000) | |
Total Liabilities and Shareholders’ (Deficit) Equity | 63,152,000 | 59,458,000 | |
ION Acquisition Corp 2 LTD | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | 184,007 | 0 | |
Prepaid expenses and other current assets | 525,677 | 0 | |
Total Current Assets | 709,684 | 0 | |
NON-CURRENT ASSETS: | |||
Deferred offering costs | 0 | 165,778 | |
Cash and marketable securities held in Trust Account | 253,042,565 | 0 | |
Total Assets | 253,752,249 | 165,778 | |
Current liabilities | |||
Accounts payable and accrued expenses | 3,230,476 | 0 | |
Accrued offering costs | 318,589 | 140,778 | |
Promissory note - related party | 0 | 5,000 | |
Total Current Liabilities | 3,549,065 | 145,778 | |
NON-CURRENT LIABILITIES: | |||
Warrant Liabilities | 29,639,725 | 0 | |
Deferred underwriting fee payable | 8,855,000 | 0 | |
Total Liabilities | 42,043,790 | 145,778 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 and no shares subject to redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 253,000,000 | 0 | |
Shareholders’ (Deficit) Equity | |||
Preferred stocks | 0 | 0 | |
Additional paid-in capital | 0 | 24,367 | |
Accumulated deficit | (41,292,174) | (5,000) | |
Total Shareholders’ (Deficit) Equity | (41,291,541) | 20,000 | |
Total Liabilities and Shareholders’ (Deficit) Equity | 253,752,249 | 165,778 | |
Class A ordinary shares | ION Acquisition Corp 2 LTD | |||
NON-CURRENT LIABILITIES: | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 and no shares subject to redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 253,000,000 | ||
Shareholders’ (Deficit) Equity | |||
Common stock, value | 0 | ||
Class B ordinary shares | ION Acquisition Corp 2 LTD | |||
Shareholders’ (Deficit) Equity | |||
Common stock, value | $ 633 | $ 633 | [1] |
[1] | Included an aggregate of up to 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 founder shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization (see Note 3). |
CONDENSED BALANCE SHEET - ION (
CONDENSED BALANCE SHEET - ION (Parenthetical) - $ / shares | Sep. 30, 2021 | Jan. 14, 2021 | Dec. 31, 2020 |
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Ordinary shares, shares authorized (in shares) | 75,254,333 | 75,254,333 | |
Ordinary shares, shares issued (in shares) | 15,704,059 | 13,602,467 | |
Ordinary shares, shares outstanding (in shares) | 14,272,521 | 12,170,929 | |
ION Acquisition Corp 2 LTD | |||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preference shares, shares issued (in shares) | 0 | 0 | |
Preference shares, shares outstanding (in shares) | 0 | 0 | |
ION Acquisition Corp 2 LTD | Subsequent Event | |||
Share capitalization (in shares) | 575,000 | ||
Founder shares issued and outstanding (in shares) | 6,325,000 | ||
Class A ordinary shares | ION Acquisition Corp 2 LTD | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Ordinary shares, shares subjected to redemption (in shares) | 25,300,000 | 0 | |
Redemption price (in dollars per share) | $ 10 | $ 10 | |
Ordinary shares, shares issued (in shares) | 25,300,000 | 0 | |
Ordinary shares, shares outstanding (in shares) | 25,300,000 | 0 | |
Class B ordinary shares | ION Acquisition Corp 2 LTD | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Ordinary shares, shares issued (in shares) | 6,325,000 | 6,325,000 | |
Ordinary shares, shares outstanding (in shares) | 6,325,000 | 6,325,000 | |
Shares subject to forfeiture (in shares) | 825,000 |
CONDENSED BALANCE SHEET (UNAUDI
CONDENSED BALANCE SHEET (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 14,472 | $ 15,645 | $ 11,641 |
Trade receivables, net | 34,223 | 34,804 | 26,432 |
Prepaid expenses and other current assets | 1,966 | 1,174 | 1,582 |
Total Current Assets | 50,661 | 51,623 | 39,655 |
NON-CURRENT ASSETS: | |||
Long-term other deposit | 317 | 348 | 333 |
Long-term restricted deposits | 445 | 447 | 416 |
Property and equipment, net | 3,298 | 2,325 | 1,901 |
Goodwill | 4,555 | 4,555 | 4,555 |
Intangible assets, net | 0 | 33 | 232 |
Deferred offering costs | 3,269 | 0 | |
Other non-current assets | 607 | 127 | 86 |
Total non-current assets | 12,491 | 7,835 | 7,523 |
Total Assets | 63,152 | 59,458 | 47,178 |
Current liabilities | |||
Trade payables | 2,564 | 1,854 | 2,399 |
Employees and payroll accruals | 6,861 | 6,506 | 4,591 |
Accrued expenses and other current liabilities | 2,171 | 1,155 | 1,648 |
Current portion of long-term debt | 0 | 1,527 | 0 |
Deferred offering cost accrual | 2,406 | 0 | |
Total Current Liabilities | 14,002 | 11,042 | 8,638 |
NON-CURRENT LIABILITIES: | |||
Long-term debt | 6,000 | 7,506 | 0 |
Other non-current liabilities | 2,854 | 3,144 | 1,214 |
Warrant Liabilities | 3,690 | 499 | 413 |
Total non-current liabilities | 12,544 | 11,149 | 1,627 |
Total Liabilities | 26,546 | 22,191 | 10,265 |
COMMITMENTS AND CONTINGENT LIABILITIES | |||
TEMPORARY EQUITY | |||
Preferred stocks | 139,990 | 86,997 | 79,700 |
Shareholders’ (Deficit) Equity | |||
Common stock, value | 14 | 12 | 12 |
Treasury stocks | (1,629) | (1,629) | (1,629) |
Additional paid-in capital | 0 | 3,048 | |
Accumulated deficit | (101,769) | (48,113) | (44,218) |
Total Shareholders’ (Deficit) Equity | (103,384) | (49,730) | (42,787) |
Total Liabilities and Shareholders’ (Deficit) Equity | $ 63,152 | $ 59,458 | $ 47,178 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Trade receivables, allowance for doubtful receivables | $ 83 | $ 121 | $ 151 |
Authorized (in shares) | 55,514,480 | 55,514,480 | 55,514,480 |
Issued (in shares) | 55,105,773 | 55,105,773 | 55,105,773 |
Outstanding (in shares) | 55,105,773 | 55,105,773 | 55,105,773 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 75,254,333 | 75,254,333 | 75,254,333 |
Common stock, shares issued (in shares) | 15,704,059 | 13,602,467 | 13,373,379 |
Common stock, shares outstanding (in shares) | 14,272,521 | 12,170,929 | 11,941,841 |
Treasury stock (in shares) | 1,431,538 | 1,431,538 | 1,431,538 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - ION (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | ||
Loss from operations | $ 853,000 | |||
Other income: | ||||
Net income loss | $ (3,854,000) | |||
Weighted average shares outstanding, basic (in shares) | 13,157,022 | |||
Weighted average shares outstanding, diluted (in shares) | 13,157,022 | |||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (4.32) | |||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (4.32) | |||
ION Acquisition Corp 2 LTD | ||||
Operating costs | $ 5,000 | $ 3,716,611 | $ 4,336,231 | |
Loss from operations | (3,716,611) | (4,336,231) | ||
Other income: | ||||
Interest income on marketable securities held in Trust Account | 17,595 | 42,687 | ||
Unrealized loss on marketable securities held in Trust Account | (122) | (122) | ||
Transactions costs attributed to warrants liabilities | 0 | (299,770) | ||
Change in fair value of the Warrant Liabilities | 2,150,500 | 425,349 | ||
Other income, net | 2,167,973 | 168,144 | ||
Net income loss | $ (5,000) | (1,548,638) | (4,168,087) | |
Weighted average shares outstanding, basic (in shares) | [1] | 5,500,000 | ||
Weighted average shares outstanding, diluted (in shares) | 5,500,000 | |||
Basic net income (loss) per ordinary shares (in dollars per share) | $ 0 | |||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ 0 | |||
Class A ordinary shares | ION Acquisition Corp 2 LTD | ||||
Other income: | ||||
Net income loss | $ (1,238,910) | $ (3,218,079) | ||
Weighted average shares outstanding, basic (in shares) | 25,300,000 | 20,944,322 | ||
Weighted average shares outstanding, diluted (in shares) | 25,300,000 | 20,944,322 | ||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ 1.62 | ||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ 1.62 | ||
Class B ordinary shares | ION Acquisition Corp 2 LTD | ||||
Other income: | ||||
Net income loss | $ (309,728) | $ (950,008) | ||
Weighted average shares outstanding, basic (in shares) | 6,325,000 | 6,182,967 | ||
Weighted average shares outstanding, diluted (in shares) | 6,325,000 | 6,182,967 | ||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.15) | ||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.15) | ||
[1] | Excluded an aggregate of up to 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 founder shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization (see Note 3). |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 64,324 | $ 45,772 | $ 68,801 | $ 56,338 |
Cost of revenues | 12,418 | 8,544 | 12,365 | 10,583 |
Gross profit | 51,906 | 37,228 | 56,436 | 45,755 |
Operating expenses: | ||||
Research and development | 16,932 | 13,673 | 18,283 | 14,766 |
Sales and marketing | 23,534 | 22,624 | 28,810 | 29,409 |
General and administrative | 10,587 | 5,622 | 8,221 | 7,625 |
Total operating expenses | 51,053 | 41,919 | 55,314 | 51,800 |
Loss from operations | 853 | (4,691) | 1,122 | (6,045) |
Finance expenses, net | 3,878 | 528 | 734 | 387 |
Total income (loss) before income taxes | (3,025) | (5,219) | 388 | (6,432) |
Taxes on income | 829 | 899 | (1,200) | (902) |
Net income loss | (3,854) | (6,118) | (812) | (7,334) |
Accretion of preferred stock to redemption value | (52,993) | (3,873) | (7,297) | (2,007) |
Net loss attributable to common stockholders, basic | (56,847) | (9,991) | (8,109) | (9,341) |
Net loss attributable to common stockholders, diluted | $ (56,847) | $ (9,991) | $ (8,109) | $ (9,341) |
Net loss per stock attributable to common stockholders – basic (in dollars per share) | $ (4.32) | $ (0.83) | $ (0.68) | $ (0.79) |
Net loss per stock attributable to common stockholders – diluted (in dollars per share) | $ (4.32) | $ (0.83) | $ (0.68) | $ (0.79) |
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, basic (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 |
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, diluted (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY - ION (Unaudited) - USD ($) | Total | ION Acquisition Corp 2 LTD | Class A ordinary sharesION Acquisition Corp 2 LTD | Class B ordinary sharesION Acquisition Corp 2 LTD | Common Stock | Common StockClass A ordinary sharesION Acquisition Corp 2 LTD | Common StockClass B ordinary sharesION Acquisition Corp 2 LTD | Additional Paid-in Capital | Additional Paid-in CapitalION Acquisition Corp 2 LTD | Accumulated Deficit | Accumulated DeficitION Acquisition Corp 2 LTD |
Balance (in shares) at Dec. 31, 2018 | 11,781,580 | ||||||||||
Balance at Dec. 31, 2018 | $ (33,923,000) | $ 12,000 | $ 4,578,000 | $ (36,884,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accretion | (2,007,000) | (2,007,000) | |||||||||
Net loss | (7,334,000) | (7,334,000) | |||||||||
Balance (in shares) at Dec. 31, 2019 | 11,941,841 | ||||||||||
Balance at Dec. 31, 2019 | (42,787,000) | $ 12,000 | 3,048,000 | (44,218,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accretion | (3,873,000) | (3,873,000) | |||||||||
Net loss | (6,118,000) | (6,118,000) | |||||||||
Balance (in shares) at Sep. 30, 2020 | 11,989,761 | ||||||||||
Balance at Sep. 30, 2020 | (51,787,000) | $ 12,000 | 166,000 | (50,336,000) | |||||||
Balance (in shares) at Dec. 31, 2019 | 11,941,841 | ||||||||||
Balance at Dec. 31, 2019 | (42,787,000) | $ 12,000 | 3,048,000 | (44,218,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accretion | (7,297,000) | (4,214,000) | (3,083,000) | ||||||||
Net loss | (812,000) | (812,000) | |||||||||
Balance (in shares) at Dec. 31, 2020 | 12,170,929 | 0 | 6,325,000 | ||||||||
Balance at Dec. 31, 2020 | (49,730,000) | $ 20,000 | $ 12,000 | $ 0 | $ 633 | 0 | $ 24,367 | (48,113,000) | $ (5,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accretion | (37,143,454) | (24,367) | (37,119,087) | ||||||||
Net loss | (1,880,581) | (1,880,581) | |||||||||
Balance (in shares) at Mar. 31, 2021 | 0 | 6,325,000 | |||||||||
Balance at Mar. 31, 2021 | (39,004,035) | $ (39,004,035) | $ 0 | $ 633 | 0 | (39,004,668) | |||||
Balance (in shares) at Dec. 31, 2020 | 12,170,929 | 0 | 6,325,000 | ||||||||
Balance at Dec. 31, 2020 | (49,730,000) | 20,000 | $ 12,000 | $ 0 | $ 633 | 0 | 24,367 | (48,113,000) | (5,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accretion | (52,993,000) | (3,191,000) | (49,802,000) | ||||||||
Net loss | (3,854,000) | (4,168,087) | (3,218,079) | $ (950,008) | (3,854,000) | ||||||
Balance (in shares) at Sep. 30, 2021 | 14,272,521 | 0 | 6,325,000 | ||||||||
Balance at Sep. 30, 2021 | (103,384,000) | (41,291,541) | $ 14,000 | $ 0 | $ 633 | 0 | 0 | (101,769,000) | (41,292,174) | ||
Balance (in shares) at Mar. 31, 2021 | 0 | 6,325,000 | |||||||||
Balance at Mar. 31, 2021 | (39,004,035) | (39,004,035) | $ 0 | $ 633 | 0 | (39,004,668) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (738,868) | (738,868) | |||||||||
Balance (in shares) at Jun. 30, 2021 | 0 | 6,325,000 | |||||||||
Balance at Jun. 30, 2021 | (39,742,903) | $ 0 | $ 633 | 0 | (39,743,536) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (1,548,638) | $ (1,238,910) | $ (309,728) | (1,548,638) | |||||||
Balance (in shares) at Sep. 30, 2021 | 14,272,521 | 0 | 6,325,000 | ||||||||
Balance at Sep. 30, 2021 | $ (103,384,000) | $ (41,291,541) | $ 14,000 | $ 0 | $ 633 | $ 0 | $ 0 | $ (101,769,000) | $ (41,292,174) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY - ION (Unaudited) (Parenthetical) | Dec. 31, 2020shares |
Class B ordinary shares | ION Acquisition Corp 2 LTD | |
Shares subject to forfeiture (in shares) | 825,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Series F preferred stocks | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 45,476,809 | |||||
Beginning balance at Dec. 31, 2018 | $ 48,001 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of Series F preferred stocks, net of issuance cost (in shares) | 9,628,964 | |||||
Issuance of Series F preferred stocks, net of issuance cost | $ 29,692 | |||||
Accretion of carrying value to redemption value | $ 2,007 | |||||
Ending balance (in shares) at Dec. 31, 2019 | 55,105,773 | 9,628,964 | ||||
Ending balance at Dec. 31, 2019 | $ 79,700 | |||||
Balance (in shares) at Dec. 31, 2018 | 11,781,580 | 1,431,538 | ||||
Balance at Dec. 31, 2018 | (33,923) | $ 12 | $ (1,629) | $ 4,578 | $ (36,884) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion | (2,007) | (2,007) | ||||
Stock-based compensation | 378 | 378 | ||||
Stock options exercised (in shares) | 160,261 | |||||
Stock options exercised | 99 | 99 | ||||
Net loss | (7,334) | (7,334) | ||||
Balance (in shares) at Dec. 31, 2019 | 11,941,841 | 1,431,538 | ||||
Balance at Dec. 31, 2019 | (42,787) | $ 12 | $ (1,629) | 3,048 | (44,218) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Accretion of carrying value to redemption value | $ 3,873 | |||||
Ending balance (in shares) at Sep. 30, 2020 | 55,105,773 | |||||
Ending balance at Sep. 30, 2020 | $ 83,573 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion | (3,873) | (3,873) | ||||
Capital contribution | 504 | 504 | ||||
Stock-based compensation | 457 | 457 | ||||
Stock options exercised (in shares) | 47,920 | |||||
Stock options exercised | 30 | 30 | ||||
Net loss | (6,118) | (6,118) | ||||
Balance (in shares) at Sep. 30, 2020 | 11,989,761 | 1,431,538 | ||||
Balance at Sep. 30, 2020 | $ (51,787) | $ 12 | $ (1,629) | 166 | (50,336) | |
Beginning balance (in shares) at Dec. 31, 2019 | 55,105,773 | 9,628,964 | ||||
Beginning balance at Dec. 31, 2019 | $ 79,700 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Accretion of carrying value to redemption value | $ 7,297 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 55,105,773 | 9,628,964 | ||||
Ending balance at Dec. 31, 2020 | $ 86,997 | |||||
Balance (in shares) at Dec. 31, 2019 | 11,941,841 | 1,431,538 | ||||
Balance at Dec. 31, 2019 | (42,787) | $ 12 | $ (1,629) | 3,048 | (44,218) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion | (7,297) | (4,214) | (3,083) | |||
Capital contribution | 504 | 504 | ||||
Stock-based compensation | 584 | 584 | ||||
Stock options exercised (in shares) | 229,088 | |||||
Stock options exercised | 78 | 78 | ||||
Net loss | (812) | (812) | ||||
Balance (in shares) at Dec. 31, 2020 | 12,170,929 | 1,431,538 | ||||
Balance at Dec. 31, 2020 | $ (49,730) | $ 12 | $ (1,629) | 0 | (48,113) | |
Beginning balance (in shares) at Dec. 31, 2020 | 55,105,773 | 9,628,964 | ||||
Beginning balance at Dec. 31, 2020 | $ 86,997 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Accretion of carrying value to redemption value | $ 52,993 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 55,105,773 | |||||
Ending balance at Sep. 30, 2021 | $ 139,990 | |||||
Balance (in shares) at Dec. 31, 2020 | 12,170,929 | 1,431,538 | ||||
Balance at Dec. 31, 2020 | (49,730) | $ 12 | $ (1,629) | 0 | (48,113) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion | (52,993) | (3,191) | (49,802) | |||
Stock-based compensation | 2,311 | 2,311 | ||||
Stock options exercised (in shares) | 2,101,592 | |||||
Stock options exercised | 882 | $ 2 | 880 | |||
Net loss | (3,854) | (3,854) | ||||
Balance (in shares) at Sep. 30, 2021 | 14,272,521 | 1,431,538 | ||||
Balance at Sep. 30, 2021 | $ (103,384) | $ 14 | $ (1,629) | 0 | (101,769) | |
Ending balance (in shares) at Sep. 30, 2021 | 55,105,773 | |||||
Ending balance at Sep. 30, 2021 | $ 139,990 | |||||
Balance (in shares) at Sep. 30, 2021 | 14,272,521 | 1,431,538 | ||||
Balance at Sep. 30, 2021 | $ (103,384) | $ 14 | $ (1,629) | $ 0 | $ (101,769) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - ION (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (3,854,000) | $ (812,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Fair Value Adjustment of Warrants | 3,191,000 | 86,000 | ||||
Non-cash interest expense | 22,000 | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current asset | (1,587,000) | 78,000 | ||||
Net cash used in operating activities | 3,046,000 | (4,159,000) | ||||
Cash Flows from Investing Activities: | ||||||
Net cash used in investing activities | (1,944,000) | (948,000) | ||||
Cash Flows from Financing Activities: | ||||||
Net cash provided by financing activities | (2,277,000) | 9,002,000 | ||||
(Decrease)/ increase in cash, cash equivalents and restricted cash | (1,175,000) | 3,895,000 | ||||
Cash, cash equivalents and restricted cash at the beginning of the year | $ 16,092,000 | $ 16,092,000 | 16,092,000 | 12,197,000 | ||
Cash, cash equivalents and restricted cash at the end of the year | $ 16,092,000 | $ 14,917,000 | 14,917,000 | 16,092,000 | ||
ION Acquisition Corp 2 LTD | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | (5,000) | (1,548,638) | (1,880,581) | (4,168,087) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Interest earned on marketable securities held in Trust Account | (42,687) | |||||
Unrealized loss on marketable securities held in Trust Account | 122 | 122 | ||||
Transactions costs attributed to warrants liabilities | 299,770 | |||||
Fair Value Adjustment of Warrants | (425,349) | |||||
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current asset | (525,677) | |||||
Accounts payable and accrued expenses | 3,230,476 | |||||
Net cash used in operating activities | 0 | (1,631,432) | ||||
Cash Flows from Investing Activities: | ||||||
Investment of cash in Trust Account | (253,000,000) | |||||
Net cash used in investing activities | (253,000,000) | |||||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of Units, net of issuance costs | 247,940,000 | |||||
Proceeds from sale of Private Placement Warrants | 7,060,000 | |||||
Proceeds from promissory note - related party | 70,000 | |||||
Repayment of promissory note - related party | (75,000) | |||||
Payment of offering costs | (179,561) | |||||
Net cash provided by financing activities | 254,815,439 | |||||
(Decrease)/ increase in cash, cash equivalents and restricted cash | 0 | 184,007 | ||||
Cash, cash equivalents and restricted cash at the beginning of the year | 0 | 0 | 0 | |||
Cash, cash equivalents and restricted cash at the end of the year | 0 | 184,007 | 184,007 | 0 | ||
Non-cash Investing and Financing Activities: | ||||||
Offering costs included in accrued offering costs | 318,589 | |||||
Initial classification of Class A ordinary shares subject to possible redemption | $ 253,000,000 | $ 253,000,000 | 253,000,000 | |||
Deferred underwriting fee payable | 8,855,000 | 8,855,000 | ||||
Deferred offering costs | 140,778 | $ 8,855,000 | $ 8,855,000 | $ 140,778 | ||
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 | |||||
Deferred offering costs paid through promissory note - related party | $ 5,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (3,854) | $ (6,118) | $ (812) | $ (7,334) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 487 | 475 | 730 | 431 |
Stock-based compensation | 2,311 | 457 | 584 | 378 |
Loss on sale of property and equipment | 127 | 0 | ||
Change in fair value of warrants | 3,191 | 51 | 86 | 24 |
Non-cash interest expense | 22 | 0 | ||
Changes in operating assets and liabilities: | ||||
Increase in trade receivables, net | 581 | (115) | (8,372) | (5,174) |
Decrease/ (increase) in prepaid expenses and other assets | (1,587) | 158 | 78 | (546) |
(Decrease)/ increase in trade payables | 710 | (753) | (545) | 721 |
Increase in employees and payroll accruals | 355 | 1,735 | 1,914 | 1,579 |
Increase in accrued expenses and other liabilities | 852 | 1,633 | 2,029 | 939 |
Net cash used in operating activities | 3,046 | (2,477) | (4,159) | (8,982) |
Cash Flows from Investing Activities: | ||||
Internal use software capitalization | (1,049) | 0 | ||
Founders’ note receivable | (459) | 0 | ||
Purchase of property and equipment | (378) | (799) | (1,030) | (1,657) |
Proceeds from sale of property and equipment | 6 | 0 | ||
Acquisitions of business, net of cash acquired (see Note 5) | 0 | (4,232) | ||
Decrease/ (increase) in deposits | (58) | 54 | 76 | (333) |
Net cash used in investing activities | (1,944) | (745) | (948) | (6,222) |
Cash Flows from Financing Activities: | ||||
Capital contributions | 0 | 504 | 504 | 0 |
Proceeds from issuance of preferred stocks, net of issuance cost | 0 | 29,692 | ||
Proceeds from loans | 0 | 9,025 | 15,516 | 0 |
Loan repayment | (3,033) | 0 | (6,504) | (6,000) |
Repayment of acquisition liability | (126) | 0 | (592) | 0 |
Proceeds from exercise of options | 882 | 30 | 78 | 99 |
Net cash provided by financing activities | (2,277) | 9,559 | 9,002 | 23,791 |
(Decrease)/ increase in cash, cash equivalents and restricted cash | (1,175) | 6,337 | 3,895 | 8,587 |
Cash, cash equivalents and restricted cash at the beginning of the year | 16,092 | 12,197 | 12,197 | 3,610 |
Cash, cash equivalents and restricted cash at the end of the year | 14,917 | 18,394 | 16,092 | 12,197 |
Supplemental disclosure of cash flows activities: | ||||
Income taxes | 216 | 221 | 308 | 208 |
Interest | 189 | 171 | 272 | 328 |
Non-cash Investing and Financing Activities: | ||||
Accrued acquisition liability | 0 | 126 | 126 | 718 |
Accretion of preferred stocks to redemption value | 52,993 | 3,873 | 7,297 | 2,007 |
Deferred offering cost included in accrued liabilities | 2,406 | 0 | ||
Reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position | ||||
Cash and cash equivalents | 14,472 | 17,976 | 15,645 | 11,641 |
Restricted cash in restricted deposits | 445 | 418 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 14,917 | $ 18,394 | $ 16,092 | $ 12,197 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, OVERVIEW | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, OVERVIEW | OVERVIEW (a) Description of Business: Innovid Inc. (“Innovid”, Innovid together with its subsidiaries the “Company”) was incorporated on June 21, 2007, under the General Corporation Law of the State of Delaware. The Company is a leading independent software platform that provides ad serving and creative services (together “Advertising Services”) for the creation, delivery, and measurement of TV ads across connected TV (“CTV”), mobile TV and desktop TV environments to advertisers, publishers and media agencies. On July 5, 2007, the Company established a wholly-owned subsidiary in Israel, Innovid Media Ltd. (the “Israeli Subsidiary”), which is mainly engaged in research and development (“R&D”). On November 12, 2012, the Company established a wholly-owned subsidiary in the United Kingdom (U.K.), Innovid EU Limited (the “U.K. Subsidiary”), which is engaged in business development, pre-sale and marketing services. On October 21, 2013, the Company established a wholly-owned subsidiary in Australia, Innovid AU PTY LTD (the “the Australian Subsidiary”), which is engaged in business development, pre-sale and marketing services. On September 12, 2019, the Company acquired 100% of the outstanding stocks of Dynamo Creative SRL (the “Argentinian Subsidiary” or “Dynamo Creative”), an Argentinian privately-held company which is engaged in R&D, business development and marketing services. The Argentinian subsidiary provides dynamic creative optimization services, a form of programmatic advertising that allows advertisers to optimize the performance of their creative services using real time technology. (b) Description of Transaction: On June 24, 2021, ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (“ION”), Innovid, Merger Sub 1 and Merger Sub 2 entered into the merger agreement (“Merger Agreement”). The Merger Agreement will be effectuated in the following principal steps: • Merger Sub 1 will merge with and into Innovid, the separate corporate existence of Merger Sub 1 will cease and Innovid will be the surviving corporation (the “Surviving Corporation”), • immediately thereafter, the Surviving Corporation will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity, which will remain a direct wholly owned subsidiary of ION, • ION will change its name to “Innovid Corp.”, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement/prospectus, • the domestication of ION (“Domestication”) as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) and the amended and restated memorandum and articles of association of ION , in which ION will effect a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL (by means of filing a certificate of corporate domestication with the Secretary of State of Delaware), and • the consummation of other transactions contemplated by the Merger Agreement and documents related thereto. Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents, each ION Class B Ordinary Share, par value $0.0001 per stock (each an “ION Class B Ordinary Share”) then issued and outstanding will automatically convert into one ION Class A Ordinary Share, par value $0.0001 per stock (each an “ION Class A Ordinary Share” together with the ION Class B Ordinary Share, the “ION Stock”). Following such conversion, as a result of the Domestication and the mergers, (a) each ION Unit then issued and outstanding as of immediately prior to the first merger will automatically be separated into the underlying ION Class A Ordinary Share and ION warrant , (b) each ION Class A Ordinary Share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert into one stock of Innovid Corp. common stock (provided that each ION Class A Ordinary Share owned by public shareholders who have validly elected to redeem their ION Class A Ordinary Shares will be redeemed for cash in an amount equal to the redemption Price), (c) each ION warrant will automatically convert into a redeemable warrant exercisable for one stock of Innovid Corp. common stock on the same terms as the ION warrants, and (d) each whole Private Placement Warrant (as defined in the accompanying proxy statement/prospectus) issued and outstanding prior to the Domestication will automatically convert into a warrant exercisable for one stock of Innovid Corp. common stock on the terms and subject to the conditions set forth in the applicable Warrant Agreement. No fractional Innovid Corp. warrants will be issued upon separation of the ION Units. As a result of the mergers, among other things, the aggregate consideration to be received in respect of the mergers by all of the stockholders and warrant holders of Innovid prior to the closing of the Transaction will be an aggregate of 76,874,354 stocks of Innovid Corp. Common Stock. In addition, pursuant to the Merger Agreement, at the closing of the Transaction (as defined below), immediately prior to the first merger, ION will purchase, and one or more stockholders of Innovid will sell to ION, in accordance with a stock purchase agreement, an aggregate amount of stock of common stock of Innovid, as determined by Innovid and for an aggregate purchase price determined by Innovid. The secondary sale amount will be determined by Innovid based on the amount of cash ION has on hand at the closing of the Transaction minus $150,000, except if the amount of cash ION has on hand at the closing is equal to or less than $150,000, the secondary sale amount will equal zero. The allocation of the secondary sale amount among Innovid equity holders and the amount of the secondary sale amount in excess of $150,000, to the extent ION’s cash on hand exceeds $150,000, is subject to the discretion of the Innovid Board and compliance with the Innovid Equity Holders Support Agreements and each applicable maximum secondary sale amount. In addition ION entered into certain subscription agreements (“Initial PIPE Investment”) with certain accredited and institutional investors, pursuant to which such investors have subscribed to purchase an aggregate of 15,000,000 stock of Innovid Corp. common stock, for a purchase price of $10.00 per stock, to be issued immediately prior to or substantially currently with the closing. The merger and the PIPE Investment are collectively referred to as the “Transaction”. On October 18, 2021, ION entered into new subscription agreements with certain PIPE Investors, including funds affiliated with ION, pursuant to which some of the PIPE Investors collectively subscribed for an additional 5,000,000 stocks of Innovid Corp. common stock for an aggregate purchase price equal to $50,000 (the “Additional PIPE Investment” and together with the Initial PIPE Investment the “PIPE Investment”). This includes an additional 200,000 stocks purchased by funds affiliated with ION. The total anticipated proceeds from the PIPE Investment, after taking into account the Initial PIPE Investment and the Additional PIPE Investment, will total $200,000. The PIPE Investment will be consummated following the Domestication but immediately prior to the closing of the Transaction. The Transaction will be accounted for as a reverse recapitalization in accordance with U. S. GAAP. Under this method of accounting, ION will be treated as the “acquired” company for accounting purposes and the Transaction will be treated as the equivalent of Innovid issuing stock for the net assets of ION, accompanied by a recapitalization. Refer to the Note 10 Subsequent events for further information on the closing of the Transaction. | OVERVIEW (a) Description of Business: Innovid Inc. (“Innovid”, Innovid together with its subsidiaries the “Company”) was incorporated on June 21, 2007, under the General Corporation Law of the State of Delaware. The Company is a leading independent software platform that provides ad serving and creative services (together “Advertising Services”) for the creation, delivery, and measurement of TV ads across connected TV (“CTV”), mobile TV and desktop TV environments to advertisers, publishers and media agencies. On July 5, 2007, the Company established a wholly-owned subsidiary in Israel, Innovid Media Ltd. (the “Israeli Subsidiary”), which is mainly engaged in research and development (“R&D”). On November 12, 2012, the Company established a wholly-owned subsidiary in the United Kingdom (U.K.), Innovid EU Limited (the “U.K. Subsidiary”), which is engaged in business development, pre-sale and marketing services. On October 21, 2013, the Company established a wholly-owned subsidiary in Australia, Innovid AU PTY LTD (the “the Australian Subsidiary”), which is engaged in business development, pre-sale and marketing services. On September 12, 2019, the Company acquired 100% of the outstanding stocks of Dynamo Creative SRL (the “Argentinian Subsidiary” or “Dynamo Creative”), an Argentinian privately-held company which is engaged in R&D, business development and marketing services. The Argentinian subsidiary provides dynamic creative optimization services, a form of programmatic advertising that allows advertisers to optimize the performance of their creative services using real time technology. For further information see Note 5. | |
ION Acquisition Corp 2 LTD | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, OVERVIEW | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ION Acquisition Corp. 2 Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 23, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 23, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on February 10, 2021. On February 16, 2021, the Company consummated the Initial Public Offering of 25,300,000 Units (the “Public Units”) at $10.00 per Public Share, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,300,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $253,000,000 which is described in Note 6. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to ION Holdings 2, LP (the “Sponsor”), generating gross proceeds of $7,060,000, which is described in Note 6. Transaction costs amounted to $14,438,150, consisting of $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $523,150 of other offering costs. Following the closing of the Initial Public Offering on February 16, 2021, an amount of $253,000,000 ($10.00 per Public Unit) from the net proceeds of the sale of the Public Unit in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below, except that the interest earned on the Trust Account can be released to the Company to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including any interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 3) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an initial business combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until February 16, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ION Acquisition Corp. 2 Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 23, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company has two direct, wholly owned subsidiaries: Inspire Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company, and Inspire Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 23, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for the Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 10, 2021. On February 16, 2021, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) and one-eighth of one redeemable warrant included in the Units sold (the “Public Warrant”), which gives effect to the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to ION Holdings 2, LP (the “Sponsor”), generating gross proceeds of $7,060,000, which is described in Note 5. Transaction costs amounted to $14,438,150, consisting of $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $523,150 of other offering costs. Following the closing of the Initial Public Offering on February 16, 2021, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below, except that the interest earned on the Trust Account can be released to the Company to pay its tax obligations. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully affect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, for an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including any interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. Such amount is initially $10.00 per Public Share. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). The Class A ordinary shares that are subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company decides not to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 7) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until February 16, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On June 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Inspire Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”), Inspire Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Innovid, Inc., a Delaware corporation (“Innovid”). (See Note 7). |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
ION Acquisition Corp 2 LTD | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTSIn connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined that it had improperly valued its Class A ordinary shares subject to possible redemption at the closing of the Company’s Initial Public Offering . The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering. As a result, management has noted an adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its net loss per ordinary share calculation. In order to determine the net income (loss) attributable to both the redeemable Class A ordinary shares and the non-redeemable Class B shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the redeemable ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of February 16, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 210,576,766 $ 42,423,234 $ 253,000,000 Class A ordinary shares $ 424 $ (424) $ — Additional paid-in capital $ 5,303,723 $ (5,303,723) $ — Accumulated deficit $ (304,770) $ (37,119,087) $ (37,423,857) Total Shareholders’ Equity (Deficit) $ 5,000,010 $ (42,423,234) $ (37,423,224) Balance Sheet as of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 208,995,955 $ 44,004,045 $ 253,000,000 Class A ordinary shares $ 440 $ (440) $ — Additional paid-in capital $ 6,884,518 $ (6,884,518) $ — Accumulated deficit $ (1,885,581) $ (37,119,087) $ (39,004,668) Total Shareholders’ Equity (Deficit) $ 5,000,010 $ (44,004,045) $ (39,004,035) Balance Sheet as of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 208,257,092 $ 44,742,908 $ 253,000,000 Class A ordinary shares $ 448 $ (448) $ — Additional paid-in capital $ 7,623,373 $ (7,623,373) $ — Accumulated deficit $ (2,624,449) $ (37,119,087) $ (39,743,536) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (44,742,908) $ (39,742,903) Statements of Operations For the Three months ended March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Weighted average shares outstanding, Class A ordinary shares (redeemable) $ 12,087,778 $ 12,087,778 Basic and diluted net income per Class A ordinary shares (redeemable) $ 2.97 $ 2.97 Weighted average shares outstanding, Class B ordinary shares (non redeemable) $ 7,921,054 $ (2,026,887) $ 5,894,167 Basic and diluted net loss per Class B ordinary shares (non redeemable) $ (0.24) $ 0.14 $ (0.10) Statements of Operations For the Three months ending June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Weighted average shares outstanding, Class A ordinary shares (redeemable) $ 25,300,000 $ 25,300,000 Basic and diluted net loss per Class A ordinary shares (redeemable) $ (0.02) $ (0.02) Weighted average shares outstanding, Class B ordinary shares (non redeemable) $ 10,726,807 $ (4,401,807) $ 6,325,000 Basic and diluted net loss per Class B ordinary shares (non redeemable) $ (0.07) $ 0.05 $ (0.02) Statement of Operations For the Six months ended June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Weighted average shares outstanding, Class A ordinary shares (redeemable) $ 18,730,387 $ 18,730,387 Basic and diluted net income per Class A ordinary shares (redeemable) $ 1.88 $ 1.88 Weighted average shares outstanding, Class B ordinary shares (non redeemable) $ 9,386,872 $ (3,276,099) $ 6,110,773 Basic and diluted net loss per Class B ordinary shares (non redeemable) (0.28) 0.17 (0.11) * The “as previously reported” weighted average shares outstanding and basic and diluted net loss per share included Class B shares and Class A shares that were classified to equity. Statement of Changes in Shareholders’ (Deficit) Equity for the Three Months ended March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Sale of 25,300,000 Class A shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 shares subject to redemption, net of underwriting discounts and offering costs $ 208,796,106 $ (208,796,106) $ — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 6,325,000 shares issued and outstanding $ 633 $ — $ 633 Sale of 7,060,000 Private Placement Warrants $ 7,060,000 $ (7,060,000) $ — Class A ordinary shares subject to possible redemption $ (208,995,515) $ 208,995,515 $ — Accretion for Class A ordinary shares subject to redemption amount $ — $ (37,143,454) $ (37,143,454) Additional paid-in capital $ 6,884,518 $ (6,884,518) $ — Accumulated deficit $ (1,885,581) $ (37,119,087) $ (39,004,668) Total Shareholders’ Equity (Deficit) $ 5,000,010 $ (44,004,045) $ (39,004,035) Statement of Changes in Shareholders’ (Deficit) Equity for the Three Months ended June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 738,863 $ (738,863) $ — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 6,325,000 shares issued and outstanding $ 633 $ — $ 633 Additional paid-in capital $ 7,623,373 $ (7,623,373) $ — Accumulated deficit $ (2,624,449) $ (37,119,087) $ (39,743,536) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (44,742,908) $ (39,742,903) Statement of Cash Flows for the Period from January 1, 2021 through March 31, 2021, Non-Cash Investing and Financing Activities (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ — $ 253,000,000 $ 253,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021, Non-Cash Investing and Financing Activities (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 240,641,840 $ 12,358,160 $ 253,000,000 Change in value of Class A ordinary shares subject to redemption $ (32,384,748) $ 32,384,748 $ — |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation: The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2020, have been applied consistently in these unaudited interim condensed consolidated financial statements, unless otherwise stated. (b) Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on Company’s customers. Based on public reporting and Company’s observations, some advertisers in certain industries, such as the automotive industry, decreased their short-term advertising spending in light of supply chain disruptions and/or labor shortage. This in turn could negatively impact the Company’s revenues from such advertisers. The Company have considered the impact of COVID-19 on its estimates and assumptions and determined that there were no material adverse impacts on the unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2021 and year ended December 31, 2020. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. The Company obtained an unsecured loan of $3,516 in April 2020 due to uncertainties related to COVID-19. The loan was obtained through Silicon Valley Bank (“SVB”) under the Paycheck Protection Program (the “PPP Loan”) pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program Flexibility Act (the “Flexibility Act”). Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) and the maintenance of employee and compensation levels (“Other Conditions”). The Company has been using the proceeds of the PPP Loan, for Qualifying Expenses and complied with Other Conditions. In May 2020, the Company has entered into grant agreement (“Grant Agreement”) with Special Situations Investing Group II, LLC (“SSIG”) to receive $504 from SSIG, related party of one of its investors, for the purpose of a partial repayment of the PPP Loan. The PPP loan was partially repaid in May 2020, according to the Grant Agreement. The Company fully repaid the PPP loan in June, 2021 (unaudited). (c) Goodwill and intangible assets: Goodwill and certain other purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach. The Company currently has one reporting unit. ASC 350, Intangible—Goodwill and other (“ASC 350”) requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. The Company operates as one reporting unit. The Company elects to perform an annual impairment test of goodwill as of October 1 of each year, or more frequently if impairment indicators are present. For the nine months ended September 30, 2021 and 2020, no impairments of goodwill were recorded. Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Intangible assets with a finite useful life are amortized over their useful life and reviewed for impairment whenever there is an indication that the asset may be impaired. For the nine months ended September 30, 2021 and 2020, no impairments of intangible assets were recorded. (d) Software development costs: Software development costs, which are included in property and equipment, net, consists of capitalized costs related to purchase and develop internal-use software. The Company uses it to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended. These costs include personnel and related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for use in providing the Company's services, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is 3 years. The amortization will be presented within cost of revenues in the consolidated statements of operations. During the period ended September 30, 2021, the Company capitalized $1,049 in internal-use software cost. (e) Fair value of financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The Company’s financial instruments consist of cash and cash equivalents, restricted deposits, trade receivables, net, and trade payables. Their historical carrying amounts are approximate fair values due to the short-term maturities of these instruments. The Company measures its investments in money market funds classified as cash equivalents and warrants liability at fair value. The following table present information about the Company’s financial instruments that are measured at fair value on a recurring basis: September 30, 2021 (Unaudited) Level 1 Level 2 Level 3 Assets: Money market funds $ 11,013 $ — $ — Liabilities: Warrants liability $ — $ — $ 3,690 December 31, 2020 Level 1 Level 2 Level 3 Assets: Money market funds $ 9,009 $ — $ — Liabilities: Warrants liability $ — $ — $ 499 The change in the fair value of the Warrants liability is summarized below: September 30, December 31 2021 2020 (Unaudited) Beginning of the period $ 499 $ 413 Change in fair value 3,191 86 End of the period $ 3,690 $ 499 The warrants were classified as level 3 in the fair value hierarchy because some of the inputs used in the valuation (the stock price) were determined based on management’s assumptions. The Company estimates the fair value of the Warrants liability using Black-Scholes option pricing model. Gains and losses from the remeasurement of the warrants liability are recognized in finance expenses, net in the unaudited interim condensed consolidated statements of operations. As of September 30, 2021 (unaudited), and December 2020, the risk-free rate used for the valuation of the warrants was 0.07% and 0.1%, volatility used was 70% and 75%. The time to liquidation were 0.8 years for warrants related to Series A preferred stocks and 0.6 years related to Series C as of September 30, 2021 (unaudited). The time to liquidation were 1.6 years for warrants related to Series A preferred stocks and 1.5 years related to Series C as of December 31, 2020. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. (f) Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables, net. The majority of the Company’s cash and cash equivalents are invested in deposits with major banks in America and Israel. Generally, these investments may be redeemed upon demand and, therefore, bear minimal risk. The Company’s trade receivables, net are mainly derived from sales to customers located in the U. S., Asia-Pacific region (“APAC”), Europe, the Middle East and Africa region (“EMEA”), and Latin America region (“LATAM”). The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. The Company have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. During the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited), one of the Company’s customers accounted for the Company’s total revenues as presented below: Nine months ended September 30, 2021 2020 (Unaudited) (Unaudited) Customer A 8 % 10 % (g) Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. (h) Revenue recognition: The Company generates revenues from providing Advertising Services to advertisers, publishers and media agencies. The services focus on standard, interactive and data driven digital video advertising. The Company major revenue streams are ad serving and creative services. Ad Serving services relate to utilizing Innovid’s platform to serve advertising impressions to various digital publishers across CTV, mobile TV, desktop TV, display, and other channels. Creative services relate to the design and development of interactive data-driven and dynamic ad formats by adding data, interactivity and dynamic features to standard ad units. The Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) with a date of initial application of January 1, 2018, using the modified retrospective transition method, applied to all open contracts. The Company recognizes revenue when its customer obtains control of promised services in an amount that reflects the consideration that the company expects to receive in exchange for those services. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from contracts with customers (“ASC 606”) and determines revenue recognition through the following steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct and are separately identifiable, the Company allocates the contract consideration to all distinct performance obligations based on their relative stand-alone selling price (“SSP”). Revenues related to ad serving services are recognized at a point in time. The Company recognizes revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. Revenues related to creative services are recognized at a point in time, when the Company delivers an ad unit. Creative services projects are usually delivered within a week. The Company’s accounts receivable, consist primarily of receivables related to providing ad serving and creative services, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment. The Company typically bills customers on a monthly basis based on actual delivery. The payment terms vary, mainly with terms of net 60 days or less. Typical contract term is twelve months or less for ASC 606 purposes. Some of the Company’s contracts can be cancelled without a cause. The Company has unconditional right to payment for the services provided as of the date of the termination of the contracts. The Company applies the practical expedient in ASC 606 and does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Ad serving services were 93.8% and 97.0% of the Company’s revenues for the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited), respectively. Creative services were 4.8% and 2.3% for the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited), respectively. Costs to obtain a contract: Contract costs include commission programs to compensate sales employees for generating sales orders with new customers or for new services with existing customers. The Company elected to apply the practical expedient and recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company did not capitalize any contract costs during the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited). (i) Recently issued accounting pronouncements not yet adopted by the Company: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The Company have not adopted any new standards in the periods presented. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In February 2016, the FASB issued an ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASC 842 changes the current lease accounting standard by requiring the recognition of lease assets and lease liabilities for all leases, including those currently classified as operating leases. This new guidance is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. Other issued new guidance is not expected to have impact on the Company’s consolidated financial statements. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation: The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets of the Company as of December 31, 2020 and 2019 and the consolidated results of operations and cash flows for the years ended December 31, 2020 and 2019. (b) Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2020. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. The Company obtained an unsecured loan of $3,516 in April 2020 due to uncertainties related to COVID-19. The loan was obtained through Silicon Valley Bank (“SVB”) under the Paycheck Protection Program (the “PPP Loan”) pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program Flexibility Act (the “Flexibility Act”). Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) and the maintenance of employee and compensation levels (“Other Conditions”). The Company has been using the proceeds of the PPP Loan, for Qualifying Expenses and complied with Other Conditions. In May 2020, the Company has entered into grant agreement (“Grant Agreement”) with Special Situations Investing Group II, LLC (“SSIG”) to receive $504 from SSIG, related party of one of its investors, for the purpose of a partial repayment of the PPP Loan. The PPP loan was partially repaid in May 2020, according to the Grant Agreement. The Company has not filed an application for forgiveness of the reminder of the PPP Loan in the amount of $3,012 as of December 31, 2020. For further information see Note 18. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. (c) Functional currency: A majority of the Company’s revenues are generated in U.S. dollars. In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars. All translation gains and losses resulting from the re-measurement of monetary assets and liabilities that are not denominated in the functional currency are recorded in Financial expenses, net on the consolidated statements of operations. (d) Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. (e) Restricted deposits and restricted cash: Restricted deposits presented in prepaid expenses and other current assets and in long-term restricted deposits are deposits used as security for the Company’s credit cards and for the rental of premises. As of December 31, 2020 and 2019, the Company’s restricted deposits were in New Israeli Shekels (“NIS”) and bore interest at weighted average interest rates of 0.01% and 0.03%, respectively. Restricted deposits are presented at their cost, including accrued interest. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position to the consolidated statements of cash flows. December 31, 2020 2019 Cash and cash equivalents $ 15,645 $ 11,641 Restricted cash included in prepaid expenses and other current assets — 140 Restricted cash included in restricted deposits 447 416 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 16,092 $ 12,197 (f) Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Years Computers and peripheral equipment 3 Office furniture and equipment 5-7 Lease improvements The shorter of the lease term or the useful life of the asset (g) Impairment of long-lived assets: Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may indicate that the carrying value of an asset may not be recoverable. If there are indications of an impairment, the Company tests for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. For the years ended December 31, 2020 and 2019, no impairments of long-lived assets were recorded. (h) Business combinations: The Company accounts for business combinations by applying the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are expensed as incurred. (i) Goodwill and intangible assets: Goodwill and certain other purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach. The Company currently has one reporting unit. ASC 350, Intangible—Goodwill and other (“ASC 350”) requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. The Company operates as one reporting unit. The Company elects to perform an annual impairment test of goodwill as of October 1 of each year, or more frequently if impairment indicators are present. For the years ended December 31, 2020 and 2019, no impairments of goodwill were recorded. Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Intangible assets with a finite useful life are amortized over their useful life and reviewed for impairment whenever there is an indication that the asset may be impaired. For the years ended December 31, 2020 and 2019, no impairments of intangible assets were recorded. Amortization is calculated over the estimated useful lives of the assets using straight-line amortization methods: Years Technology 3 Customer relationships 1.5 (j) Fair value of financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The Company’s financial instruments consist of cash and cash equivalents, restricted deposits, trade receivables, net, and trade payables. Their historical carrying amounts are approximate fair values due to the short-term maturities of these instruments. The Company measures its investments in money market funds classified as cash equivalents and warrants liability at fair value. The following table present information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2020 Level 1 Level 2 Level 3 Assets: Money market funds $ 9,009 $ — $ — Liabilities: Warrants liability $ — $ — $ 499 December 31, 2019 Level 1 Level 2 Level 3 Assets: Money market funds $ 11,001 $ — $ — Liabilities: Warrants liability $ — $ — $ 413 The warrants were classified as level 3 in the fair value hierarchy because some of the inputs used in the valuation (the stock price) were determined based on management’s assumptions. The Company estimates the fair value of the Warrants liability using Black-Scholes option pricing model. Gains and losses from the remeasurement of the warrants liability are recognized in finance expenses, net in the consolidated statements of operations. As of December 31, 2020, and 2019, the risk free rate used for the valuation of the warrants was 0.1% and 1.2% volatility used was 75% and 70%. The time to liquidation were 1.6 years for warrants related to Series A preferred stocks and 1.5 years related to Series C as of December 31, 2020. The time to liquidation were less than a year for warrants related to Series A preferred stocks and 2.5 years related to Series C as of December 31, 2019. For further information see Note 10. The change in the fair value of the Warrants liability is summarized below: December 31, 2020 2019 Beginning of the year $ 413 $ 389 Change in fair value 86 24 End of the year 499 413 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. (k) Trade receivable, net: The Company records trade receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine the appropriate amount of allowance for doubtful accounts. Trade receivables deemed uncollectible are charged against the allowance for doubtful accounts when identified. (l) Accrued post-employment benefits: i. 401(k) profit sharing plans: The Company has a 401(k) retirement savings plan with a safe harbor employer match with a maximum of 4% employer contribution for its eligible employees in the U.S. During the years ended December 31, 2020 and 2019, the Company recorded expenses for matching contributions in the amount of $705 and $569, respectively. ii. Severance pay: The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one-month salary for each year of employment, or a portion thereof. The Israeli Subsidiary’s liability for all of its Israeli employees is covered by the provisions of Section 14 of the Severance Pay Law (“Section 14”). Under Section 14 employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, continued on their behalf to their insurance funds. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheets. Severance pay expenses for the years ended December 31, 2020 and 2019, amounted to approximately $600 and $579, respectively. (m) Income taxes and tax contingencies: Income taxes are computed using a balance sheet approach reflecting both current and deferred taxes. Current and deferred taxes reflect the tax impact of all of the events included in the financial statements. The basic principles employed in the balance sheet approach are to reflect a current tax liability or asset that is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years, a deferred tax liability or asset that is recognized for the estimated future tax effects attributable to temporary differences and carryforwards, the measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law of which the effects of future changes in tax laws or rates are not anticipated, and the measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. There are certain situations in which deferred taxes are not provided. Some basis differences are not temporary differences because their reversals are not expected to result in taxable or deductible amounts. The Company regularly evaluates deferred tax assets for future realization and establish a valuation allowance to the extent that a portion is not more likely than not to be realized. The Company considers whether it is more likely than not that the deferred tax assets will be realized, including existing cumulative losses in recent years, expectations of future taxable income, carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely on estimates. ASC 740, Income Taxes (“ASC 740) contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax benefits in taxes on income. On December 20, 2017, Congress passed the Tax Cuts and Jobs Act (the “U. S. Tax Act”). The U.S. Tax Act requires complex computations to be performed that were not previously required by U.S. tax law, significant judgments to be made in interpretation of the provisions of the U.S. Tax Act, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced the Act provides that a person who is a U.S. shareholder of any controlled foreign corporation (“CFC”) is required to include its global intangible low-taxed income (“GILTI”) in gross income for the tax year in a manner generally similar to that for Subpart F inclusions. The term “global intangible low-taxed income” is defined as the excess (if any) of the U.S. shareholder’s net CFC tested income for that tax year, over the U.S. shareholder’s net deemed tangible income return for that tax year. The Company’s policy is to treat GILTI as a period expense in the provision for income taxes. (n) Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables, net. The majority of the Company’s cash and cash equivalents are invested in deposits with major banks in America and Israel. Generally, these investments may be redeemed upon demand and, therefore, bear minimal risk. The Company’s trade receivables, net are mainly derived from sales to customers located in the U. S., Asia-Pacific region (“APAC”), Europe, the Middle East and Africa region (“EMEA”), and Latin America region (“LATAM”). The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. The Company have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. During the years ended December 31, 2020 and 2019, two of the Company’s customers accounted for approximately 18% and 21%, respectively, of the Company’s total revenues as presented below: Year ended December 31, 2020 2019 Customer A 8 % 11 % Customer B 10 % 10 % 18 % 21 % (o) Stock-based compensation: The Company estimates the fair value of stock-based awards on the date of grant. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period. The determination of the fair value of the Company’s stock option awards is based on a variety of factors including Company’s common stock price, risk-free interest rate, expected volatility, expected life of awards and dividend yield. The Company has limited option exercise history and has elected to estimate the expected life of the stock option awards using the “simplified method” with the continued use of this method extended until such time that the Company has sufficient exercise history. The expected volatility of the price of such stocks is based on volatility of similar companies whose stock prices are publicly available over a historical period equivalent to the option’s expected term. The expected term of options granted represents the period of time that options granted are expected to be outstanding, and is determined based on the simplified method, as adequate historical experience is not available to provide a reasonable estimate. The dividend yield is based on the Company’s historical and future expectation of dividends payouts. Historically, the Company has not paid cash dividends. Risk-free interest rates are based on the yield from U.S. Treasury zero-coupon bonds with a term equivalent to the expected term of the options. The Company accounts for forfeitures as they occur. (p) Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. (q) Revenue recognition: The Company generates revenues from providing Advertising Services to advertisers, publishers and media agencies. The services focus on standard, interactive and data driven digital video advertising. The Company major revenue streams are ad serving and creative services. Ad Serving services relate to utilizing Innovid’s platform to serve advertising impressions to various digital publishers across CTV, mobile TV, desktop TV, display, and other channels. Creative services relate to the design and development of interactive data-driven and dynamic ad formats by adding data, interactivity and dynamic features to standard ad units. The Company adopted ASC, Revenue from Contracts with Customers Topic 606 (“ASC 606”) with a date of initial application of January 1, 2018, using the modified retrospective transition method, applied to all open contracts. The Company recognizes revenue when its customer obtains control of promised services in an amount that reflects the consideration that the company expects to receive in exchange for those services. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from contracts with customers (“ASC 606”) and determines revenue recognition through the following steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct and are separately identifiable, the Company allocates the contract consideration to all distinct performance obligations based on their relative stand-alone selling price (“SSP”). Revenues related to ad serving services are recognized at a point in time. The Company recognizes revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. Revenues related to creative services are recognized at a point in time, when the Company delivers an ad unit, since the Company does not have enforceable right to payment before delivery. Creative services projects are usually delivered within a week. The Company’s accounts receivable, consist primarily of receivables related to providing ad serving and creative services, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment. The Company typically bills customers on a monthly basis based on actual delivery. The payment terms vary, mainly with terms of net 60 days or less. Typical contract term is twelve months or less for ASC 606 purposes. Some of the Company’s contracts can be cancelled without a cause. The Company has unconditional right to payment for the services provided as of the date of the termination of the contracts. The Company applies the practical expedient in ASC 606 and does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Ad serving services were 96.5% and 96.9% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. Costs to obtain a contract: Contract costs include commission programs to compensate sales employees for generating sales orders with new customers or for new services with existing customers. The Company elected to apply the practical expedient and recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company did not capitalize any contract costs during the periods ended December 31, 2020 and 2019, respectively. (r) Cost of revenues: Cost of revenues consists primarily of costs to run the ad serving and creative services. These costs include hosting fees and personnel costs including stock-based compensation, professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. (s) Research and development: Research and development costs are charged to the statements of comprehensive loss as incurred. ASC 350-40, Internal-Use Software (“ASC 350-40”), requires the capitalization of certain costs incurred only during the application development stage. The Company evaluates periodically Research and development costs that may be eligible for capitalization. During the years ended December 31, 2020 and 2019 the Company did not capitalize any costs and concluded that all research and development cost should be expensed as incurred. (t) Sales and marketing: Sales and marketing expenses consist primarily of personnel costs, including stock-based compensation, professional services costs and facility related costs as well as costs related to advertising, product management, promotional materials, public relations, other sales and marketing programs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. (u) General and administrative: General and administrative expenses consist primarily of personnel costs, including stock-based compensation, for executive management, finance, accounting, human capital, legal and other administrative functions as well as professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. (v) Net loss per common stock: The Company computes net loss per stock using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stocks and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its preferred stocks to be participating securities as the holders of the preferred stocks would be entitled to dividends that would be distributed to the holders of common stocks, on a pro-rata basis assuming conversion of all preferred stocks into common stocks. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. The Company’s basic net loss per stock is calculated by dividing net loss attributable to common stockholders and by the weighted-average number of shares of common stocks outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per stock is the same as basic net loss per stock in periods when the effects of potentially dilutive stock of common stocks are anti-dilutive. All outstanding preferred stocks, treasury stocks, warrants and options for the years ended December 31, 2020 and 2019 have been excluded from the calculation of the diluted net loss per stock, because all such securities are anti-dilutive for all periods presented. For further information see Note 18. (w) Recently adopted accounting pronouncements: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In January 2017, FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The FASB issued final guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The Company adopted ASU 2017-04 in the first quarter of 2019. The adoption did not have a material impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 supersedes Subtopic 505-50 by expanding the scope of Topic 718 to include nonemployee awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards (with limited exceptions). The C | |
ION Acquisition Corp 2 LTD | |||
Summary of Significant Accounting Policies [Line Items] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On February 16, 2021, offering costs amounting to $14,438,150 were charged to shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $165,778 of deferred offering costs recorded in the accompanying balance sheet. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 3). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statement. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its financial position, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the 2020 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020 filed with the SEC on March 29, 2021 (the “2020 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed in the audited financial statements for the fiscal year ended December 31, 2020 included in the 2020 Form 10-K, unless otherwise stated. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term deposits with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, the Company did not have any cash equivalents. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheets date that were directly related to the Initial Public Offering. On February 16, 2021, offering costs amounting to $14,438,150 were charged to shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2021, there were $8,855,000 of deferred offering costs recorded in the accompanying balance sheets. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrants liability The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers, as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public and Private Warrants $ (30,065,074) Class A ordinary shares issuance costs $ (14,138,380) Plus: Proceeds received from issuance of Private Warrants $ 7,060,000 Accretion of carrying value to redemption value $ 37,143,454 Class A ordinary shares subject to possible redemption $ 253,000,000 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income (loss) per redeemable Class A ordinary share and income (loss) per non-redeemable Class B ordinary share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable Class A ordinary shares and the non-redeemable Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net loss $ (1,238,910 ) $ (309,728) $ (3,218,079) $ (950,008) Accretion of temporary equity to redemption value $ 37,143,454 Allocation of net income (loss), as adjusted $ (1,238,910 ) $ (309,728) $ 33,925,375 $ (950,008) Denominator: Basic and diluted weighted average shares outstanding $ 25,300,000 $ 6,325,000 $ 20,944,322 $ 6,182,967 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 1.62 $ (0.15) Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 10 for additional information on assets and liabilities measured at fair value. The fair value of the Company’s assets and liabilities, other than the warrants liability described above, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of September 30, 2021 and February 16, 2021, the Company reported Warrants issued at the consummation of its IPO as financial instruments recorded as liabilities at their respective fair values. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2021 | |
ION Acquisition Corp 2 LTD | |
Initial Public Offering [Line Items] | |
INITIAL PUBLIC OFFERING | INITIAL PUBLIC OFFERINGPursuant to the Initial Public Offering, the Company sold 25,300,000 Units, which gives effect to the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-eighth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2021 | |
ION Acquisition Corp 2 LTD | |
Private Placement [Line Items] | |
PRIVATE PLACEMENT | PRIVATE PLACEMENTSimultaneously with the closing of the Initial Public Offering, the Sponsor purchased 7,060,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,060,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering which are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
RELATED PARTY TRANSACTIONS | RELATED PARTIESAs described in Note 11, SSIG, related party of one of the investors, has provided a grant of $504 to be used for a repayment of the PPP Loan. According to the Grant Agreement the grant proceeds were used in May 2020 for a partial repayment of the PPP loan. This grant has been treated as a capital contribution in equity. There were no other transactions with related parties. | ||
ION Acquisition Corp 2 LTD | |||
Related Party Transaction [Line Items] | |||
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Founder Shares The Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 founder shares issued and outstanding. The Founder Shares included up to 825,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. Prior to the Initial Public Offering, the Sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On December 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2021 and the completion of the Initial Public Offering. As of December 31, 2020, there was $5,000 outstanding under the Promissory Note. Administrative Services Agreement The Company entered into an agreement commencing on February 10, 2021, pursuant to which it will pay the Sponsor up to $10,000 per month for office space, utilities and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. Forward Purchase Agreements The Company entered into forward purchase agreements on January 26, 2021, pursuant to which the forward purchase investors will agree to purchase 5,000,000 Class A ordinary shares, at a purchase price of $10.00 per share, or up to $50,000,000 in the aggregate, in private placements that will close substantially concurrently with the closing of a Business Combination. Any reduction in the number of forward purchase shares will be made in the Company’s sole discretion. The forward purchase shares are identical to the Public Shares, except that the holders thereof will have certain registration rights. The forward purchase agreements and the registration rights agreement also provide that the forward purchase investors are entitled to registration rights with respect to the forward purchase shares. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-business combination company. The forward purchases are required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. No forward purchase investor will have the ability to approve the Business Combination prior to the signing of a material definitive agreement. The forward purchase shares will be issued only in connection with the closing of a Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. | RELATED PARTY TRANSACTIONS Founder Shares The Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 Founder Shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The Founder Shares included up to 825,000 shares that were subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On December 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of September 30, 2021 and the completion of the Initial Public Offering. As of February 16, 2021, there was $5,000 outstanding under the Promissory Note, which was subsequently repaid in full during the three months ended March 31, 2021. Administrative Services Agreement The Company entered into an agreement commencing on February 10, 2021, pursuant to which it agreed to pay the Sponsor up to $10,000 per month for office space, utilities and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021, and the period from February 16, 2021 through September 30, 2021 the Company incurred $30,000 and $70,000, respectively, in fees for these services. As of September 30, 2021 $10,000 is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. Forward Purchase Agreements The Company entered into forward purchase agreements on January 26, 2021, pursuant to which the forward purchase investors agreed to purchase 5,000,000 Class A ordinary shares, at a purchase price of $10.00 per share, or up to $50,000,000 in the aggregate, in private placements that will close substantially concurrently with the closing of a Business Combination (the “Forward Purchase Shares”). Any reduction in the number of forward purchase shares will be made in the Company’s sole discretion. The Forward Purchase Shares will be identical to the Public Shares, except that the holders thereof will have certain registration rights. The forward purchase agreements and the registration rights agreement also provide that the forward purchase investors are entitled to registration rights with respect to the Forward Purchase Shares. The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-business combination company. The forward purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. No forward purchase investor will have the ability to approve the Business Combination prior to the signing of a material definitive agreement. The Forward Purchase Shares will be issued only in connection with the closing of a Business Combination. As of September 30, 2021 as a result of the merger agreement with Innovid the forward purchase agreement is no longer applicable which is described in Note 7. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consist of the following: December 31, 2020 2019 Prepaid expenses $ 862 $ 888 Deposits 30 261 Government authorities 85 226 Other current assets 197 207 Total $ 1,174 $ 1,582 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2020 2019 Cost: Computers and peripheral equipment $ 1,260 $ 1,083 Office furniture and equipment 633 577 Leasehold improvements 2,162 1,496 4,055 3,156 Accumulated depreciation (1,730) (1,255) Depreciated cost $ 2,325 $ 1,901 The depreciation expense for the years ended December 31, 2020 and 2019 were $531 and $332, respectively. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION On September 12, 2019 (the “Closing Date”), the Company acquired all of the shares of Dynamo Creative for a total consideration of $5,000. Dynamo Creative provides dynamic creative optimization services to advertisers and media agencies and operates mainly in the LATAM region. The primary reason for the acquisition is access to a highly skilled talent pool. The consideration is to be paid in three installments over a period as follows: (i) $4,250 on the Closing Date, (ii) $250 to be paid within 45 days and (iii) $500 to be paid within fifteen months after the Closing Date. As of December 31, 2020 and 2019, the amounts remaining payable were $126 and $718, respectively. The Company accounted for the transaction using the acquisition method, which requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their respective estimated fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed: Total value Cash and cash equivalents $ 50 Accounts receivables 417 Other current assets 7 Property and equipment 17 Other non-current assets 39 Total tangible assets 530 Customer relationships 198 Goodwill 4,555 Total asset acquired 5,283 Less: assumed liabilities (283) Net assets acquired $ 5,000 Property and equipment - the fair values of property and equipment acquired from the acquisition were estimated by applying the cost approach. The key assumptions of the cost approach include replacement cost, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, and age. Intangible assets - the fair values of customer relationships acquired from these acquisitions were estimated from applying an income approach, by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied a discount rate of 33%, which reflects the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows, as well as the risk of the country within which the acquired business operates. Estimated useful lives are disclosed in Note 2 (j). Goodwill - is attributable to the workforce of the acquired business, future R&D potential of the Argentinian technology hub and cost savings due to lower level of salaries of the acquired business. Goodwill is not deductible for income tax purposes. Transaction costs - the Company incurred total transaction costs of $213 for the acquisition, which are included in general and administrative expenses for the year ended December 31, 2019. Acquisition related costs include legal, accounting and finder’s fees and other costs directly related to the acquisition. Revenues and net loss from operations - during the years ended December 31, 2020 and 2019, the Company’s results of operations included revenues from Argentinian subsidiary in the amount of $273 and $549, respectively. It also included net losses in the amounts of $2,581 and $351 for the years ended December 31, 2020 and 2019. |
CREDIT LINE AND OTHER BORROWING
CREDIT LINE AND OTHER BORROWINGS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
CREDIT LINE AND OTHER BORROWINGS | CREDIT LINE AND OTHER BORROWINGS Credit Line: In 2016, the Company entered into additional modifications to credit line agreement dated 2012 (the “Agreement”), pursuant to which certain conditions were amended, and the Maturity Date had been extended to October 21, 2018 and the line of credit increased from $6,500 to $10,000. On April 7, 2017 the Company utilized $5,000 of the line of credit. The credit installments bear U.S. dollar denominated interest at an annual rate equal to 0.75%-1% plus a prime rate on the outstanding principal of each credit installment. The balance owing as of December 31, 2017 was $5,000. On October 20, 2018, the Company entered into additional modifications to the Agreement, pursuant to which certain conditions were amended and the Maturity Date was extended to December 31, 2018. On December 26, 2018, the Company entered into an amended and restated Agreement (the “A&A Agreement”), pursuant to which certain conditions were amended and the Maturity Date was extended to December 26, 2020 and the line of credit was increased to from $10,000 to $12,000. On September 1, 2018 the Company utilized an additional $1,000 of the line of credit. The credit installments bear U.S. dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The Maturity Date was December 26, 2020. The balance owing as of December 31, 2018 was $6,000. On November 30, 2019, the Company fully repaid the outstanding balance of the credit line in the amount of $6,000. During 2020, the Company fully drew down on its $12,000 credit line. As of December 31, 2020, the Company had repaid $6,000, leaving a balance of $6,000. On December 29, 2020, the Company entered into additional modifications to the A&A Agreement, pursuant to which certain conditions were amended and the Maturity Date was extended to December 29, 2022, and the line of credit increased to $15,000. As of September 30 2021 (unaudited) the outstanding balance of the credit line was in the amount of $6,000. The credit installments bear U.S. dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The Company was in compliance with all the covenants, primarily maintaining an adjusted quick ratio of at least 1.20:1.00. As defined in the A&A Agreement “adjusted quick ratio” is the ratio of (a) quick assets to (b) current liabilities minus the current portion of deferred revenue. “Quick assets” determines as Company’s unrestricted cash plus accounts receivable, net, determined according to U.S. GAAP. PPP Loan: In April, 2020, the Company obtained an unsecured loan of $3,516 through SVB under the PPP Loan. For more information see Note 2 (b). In May, 2020, the Company have received a grant of $504 from SSIG, related party of one of its investors, for the purpose of repayment of the portion of the PPP Loan. The PPP loan was partially repaid at in May 2020, according to the Grant Agreement. In June, 2021, the Company has repaid the outstanding balance of PPP loan of $3,012. | CREDIT LINE AND OTHER BORROWINGS In 2016, the Company entered into additional modifications to credit line agreement dated 2012 (the “Agreement”), pursuant to which to which certain conditions were amended and the Maturity Date had been extended to October 21, 2018 and the line of credit increased from $6,500 to $10,000. On April 7, 2017 the Company utilized $5,000 of the line of credit. The credit installments bear U.S. dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The balance owing as of December 31, 2017 was $5,000. On October 20, 2018, the Company entered into additional modifications to the Agreement, pursuant to which certain conditions were amended and the Maturity Date was extended to December 31, 2018. On December 26, 2018, the Company entered into an amended and restated Agreement (the “A&A Agreement”), pursuant to which certain conditions were amended and the Maturity Date was extended to December 26, 2020 and the line of credit was increased to from $10,000 to $12,000. On September 1, 2018 the Company utilized an additional $1,000 of the line of credit. The credit installments bear U.S. dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The Maturity Date was December 26, 2020. The balance owing as of December 31, 2018 was $6,000. On November 30, 2019, the Company fully repaid the outstanding balance of the credit line in the amount of $6,000. During 2020, the Company fully drew down on its $12,000 credit line. As of December 31, 2020, the Company had repaid $6,000, leaving a balance of $6,000. On December 29, 2020, the Company entered into additional modifications to the A&A Agreement, pursuant to which certain conditions were amended and the Maturity Date was extended to December 29, 2022, and the line of credit increased to $15,000. The credit installments bear U.S. dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The Company was in compliance with all the covenants, primarily maintaining an adjusted quick ratio of at least 1.20:1.00. As defined in the A&A Agreement “adjusted quick ratio” is the ratio of (a) quick assets to (b) current liabilities minus the current portion of deferred revenue. “Quick assets” determines as Company’s unrestricted cash plus accounts receivable, net, determined according to U.S. GAAP. PPP Loan: In April, 2020, the Company obtained an unsecured loan of $3,516 through SVB under the PPP Loan. For more information see Note 2 (b). In May, 2020, the Company have received a grant of $504 from SSIG, related party of one of its investors, for the purpose of repayment of the portion of the PPP Loan. For further information see Note 15. In June, 2021, the Company has repaid the outstanding balance of PPP loan of $3,012. For further information see Note 18. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Line Items] | |||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENT LIABILITIES (a) Lease commitments: The Company leases office space and motor vehicles, which expire on various dates, the latest of which is in 2025. Future minimum lease commitments under non-cancelable operating leases as of September 30, 2021 (unaudited), are as follows: Rental of premises Lease of motor vehicles Unaudited Unaudited 2021 $ 653 $ 7 2022 2,299 8 2023 1,801 — 2024 796 — 2025 742 — Total $ 6,291 $ 15 Operating lease expenses for the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited) totaled $1,532 and $1,820, respectively. (b) Pledges and bank guarantees: 1. In conjunction with the Agreement and its amendments (see Note 5), Innovid pledged 65,000 common stocks of its Israeli Subsidiary, NIS 0.01 par value each. 2. Israeli Subsidiary pledged bank deposits in an aggregate amount of $679 in connection with an office rent agreement and credit cards. 3. Innovid obtained bank guarantees in an aggregate amount of $251 in connection with its office lease agreements. | 11:- COMMITMENTS AND CONTINGENT LIABILITIES (a) Lease commitments: The Company leases office space and motor vehicles, which expire on various dates, the latest of which is in 2025. Future minimum lease commitments under non-cancelable operating leases as of December 31, 2020, are as follows: Year ended December 31, Rental of premises Lease of motor vehicles 2020 $ 2,338 $ 27 2021 2,150 8 2022 1,804 — 2023 799 — 2024 and thereafter 745 — Total $ 7,836 $ 35 Operating lease expenses for the years ended December 31, 2020 and 2019 were $2,215 and $2,474, respectively. (b) Pledges and bank guarantees: 1. In conjunction with the Agreement and its amendments (see Note 10), Innovid pledged 65,000 common stocks of its Israeli Subsidiary, NIS 0.01 par value each. 2. Israeli Subsidiary pledged bank deposits in an aggregate amount of $682 in connection with an office rent agreement and credit cards. 3. Innovid obtained bank guarantees in an aggregate amount of $251 in connection with its office lease agreements. | |
ION Acquisition Corp 2 LTD | |||
Commitments and Contingencies [Line Items] | |||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on February 10, 2021, the holders of the Founder Shares, forward purchase shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management has evaluated the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on February 10, 2021, the holders of the Founder Shares, Forward Purchase Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On June 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Inspire Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”), Inspire Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Innovid, Inc., a Delaware corporation (“Innovid”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, the Company will migrate to and domesticate as a Delaware corporation (the “Domestication”) prior to the consummation of the Mergers (as defined below) (the “Closing”), and Merger Sub 1 will merge with and into Innovid (the “First Merger” and, the effective time of such First Merger, the “First Effective Time”), with Innovid continuing as the surviving company of the First Merger (the “Surviving Corporation”). The Surviving Corporation will then merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”; the effective time of such Second Merger, the “Second Effective Time”), with Merger Sub 2 continuing as the surviving entity of the Second Merger (the “Surviving Entity”), and the Company will change its name to “Innovid Corp.” (the “Company”). As a result of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions” or the “Business Combination”), the Surviving Entity will remain a direct, wholly-owned subsidiary of the Company. The Merger Agreement and the Transactions have been approved by the board of directors of each of the Company and Innovid. Pursuant to the Merger Agreement, immediately prior to the Domestication, each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Company will be automatically converted, on a one-for-one basis, into one (1) Class A ordinary share, par value $0.0001 per share, of the Company in accordance with the terms of the Company’s organizational documents. Immediately following such conversion, upon the Domestication, (i) each then issued and outstanding Company Class A Share will automatically be converted, on a one-for-one basis, into a share of common stock of the Company (after the Domestication) (“the Company Domesticated Common Stock”), (ii) each issued and outstanding warrant to purchase one (1) the Company Class A Share at a price of $11.50 per share (“the Company Warrants”) will automatically be converted into one corresponding warrant to acquire one (1) share of the Company Domesticated Common Stock (“the Company Domesticated Warrant”) and (iii) each then issued and outstanding unit representing one (1) Company Class A Share and one-eighth (1/8) of an the Company Warrant will be automatically converted into one (1) unit of the Company (after the Domestication) representing one (1) Company Domesticated Common Stock and one-eighth (1/8) of an the Company Domesticated Warrant. No fractional Company Domesticated Warrants will be issued in connection with such conversion such that if a holder of such units would be entitled to receive a fractional Domesticated Acquiror Warrant, the number of Domesticated Acquiror Warrants to be issued to such holder upon such conversion will be rounded down to the nearest whole number of Domesticated Acquiror Warrants. The Transactions are targeted to be consummated in the fourth quarter of 2021, after receipt of the required approval by the shareholders of the Company (the “the Company Shareholder Approval”)the required approval by the stockholders of Innovid (the “Innovid Stockholder Approval”) and the fulfillment of certain other terms and conditions set forth in the Merger Agreement. Covenants The Merger Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation of the Transactions and for Innovid to conduct its business in the ordinary course through the Closing subject to certain restrictions, including to prevent leakage. The Merger Agreement also contains additional covenants of the parties, including, among others, (i) a covenant providing for the Company and Innovid to cooperate in the preparation of the Registration Statement on Form S-4 required to be prepared in connection with the Merger (the “Registration Statement”), (ii) covenants requiring the Company to duly call and give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act” and, such effective date, the “Registration Statement Effective Date”), and in any event, within thirty (30) Business Days after the Registration Statement Effective Date, (iii) covenants requiring the board of directors of the Company to recommend to the shareholders of the Company the adoption and approval of the the Company transaction proposals contemplated by the Merger Agreement; (iv) covenants requiring the board of directors of the Company to recommend to the shareholders of the Company the adoption and approval of the the Company transaction proposals contemplated by the Merger Agreement; and (v) covenants prohibiting the Company and Innovid from, among other things, directly or indirectly, soliciting, initiating, entering into or continuing discussions, negotiations or transactions with, or encouraging or responding to any inquiries or proposals by, or providing any information to, any person concerning, any alternative business combination. The board of directors of the Company would be entitled to change its recommendation to the Company’s shareholders under certain circumstances unrelated to an alternative business combination, including after compliance with certain procedural requirements. The Merger Agreement also includes certain covenants in respect of director and officer indemnification coverage, including obtaining “tail” directors’ and officers’ liability insurance policies in respect of acts or omissions of current and former directors, officers, and employees of the Company, the Company, and each of their respective subsidiaries occurring prior to the First Effective Time. Conditions to Closing In addition, the consummation of the Transactions is conditioned upon the satisfaction of certain customary closing conditions, including among other things: • the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; • receipt of the Innovid Stockholder Approval and the Company Shareholder Approval; • the Company having at least $5,000,001 of net tangible assets immediately after the First Effective Time; • the absence of any provision of any applicable legal requirement and any temporary, preliminary or permanent restraining order prohibiting, enjoining or making illegal the consummation of the Transactions; • the approval for listing on the NYSE of the Company Domesticated Common Stock to be issued in connection with the Closing, subject only to official notice of issuance thereof; and • effectiveness of the Registration Statement in accordance with the provisions of the Securities Act, the absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement, and the absence of any proceeding seeking such a stop order having been threatened or initiated by the SEC which remains pending. The obligation of Innovid to consummate the Transactions are also conditioned upon, among other things: • the accuracy of the representations and warranties of the Company (subject to certain materiality standards set forth in the Merger Agreement); • material compliance by the Company with its pre-closing covenants and agreements; • delivery of an executed Investor Rights Agreement; • the freely usable cash contained in the Company’s trust account (after giving effect to the Company shareholder redemptions and the payment of deferred underwriting commissions and taxes), together with the aggregate amount of proceeds from the PIPE Investment (as defined below) funded and remaining with the Company (“Available Closing Cash”) equaling or exceeding $250,000,000 (“Minimum Cash Condition”); • delivery to Innovid of written resignations of certain officers and directors of the Company; and • consummation of the Domestication in accordance with the Merger Agreement. The obligations of the Company and the Merger Subs to consummate the Transactions are also conditioned upon, among other things: • the accuracy of the representations and warranties of Innovid (subject to certain materiality standards set forth in the Merger Agreement); • material compliance by Innovid with its pre-closing covenants and agreements; and • the absence of any change, event, state of facts, development or occurrence since the date of the Merger Agreement that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, assets, financial conditions, or results of operations of Innovid (subject to certain customary exceptions). Termination The Merger Agreement may be terminated: • by mutual written consent of the Company and Innovid; • by either the Company or Innovid, if the First Effective Time has not occurred by 11:59 p.m., New York City time, on December 24, 2021 (the “Termination Date”); provided, however, that if the SEC has not declared the Proxy Statement/Registration Statement effective on or prior to November 30, 2021, the Termination Date shall be automatically extended to February 24, 2022; provided, further, that the right to terminate the Merger Agreement will not be available to any Party whose material breach of any provision of therein caused or resulted in the failure of the First Merger to be consummated by such time; • by either the Company or Innovid, if a governmental entity has issued an order or decree or has taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, including the Mergers, which order, decree or other action is final and non-appealable; • by either the Company or Innovid, if, the Company fails to obtain the Company Shareholder Approval upon vote taken thereon at the Company shareholder meeting (or at a meeting of its shareholders following any adjournment or postponement thereof); • by Innovid, if the Company has breached or failed to perform any of its covenants or representations and warranties or other agreements contained in the Merger Agreement in any material respect and has not cured such breach within the time periods provided for in the Merger Agreement; • by the Company, if Innovid has breached or failed to perform any of its covenants or representations and warranties or other agreements contained in the Merger Agreement in any material respect and has not cured such breach within the time periods provided for in the Merger Agreement; or • by the Company, by written notice to Innovid, if the Innovid Stockholder Approval has not have been obtained within five (5) Business Days after the Registration Statement Effective Date, except that the Company will have no right to terminate at any time following the delivery to the Company or its representatives on its behalf of the Innovid Stockholder Approval, even if the Innovid Stockholder Approval is delivered following such five (5) Business Days period after the Registration Statement Effective Date. Subscription Agreements In connection with the of the Merger Agreement, the Company entered into certain subscription agreements, each dated June 24, 2021 (the “Subscription Agreements”), with certain accredited and institutional investors, pursuant to which such investors have subscribed to purchase an aggregate of 15,000,000 shares of the Company Class A Common Stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $150,000,000, to be issued immediately prior to or substantially concurrently with the closing (the “PIPE Investment”). 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 Merger Agreement. In addition, on June 24, 2021, the Company agreed to terminate the previously disclosed forward purchase agreements dated January 26, 2021 (the “Forward Purchase Agreements”), between the Company and a number of the forward purchase investors (the “FPA Subscribers”), pursuant to which the FPA Subscribers confirmed their intent to purchase, and the Company agreed to sell to the FPA Subscribers, an aggregate of 5,000,000 shares of the Company Class A Common Stock for a purchase price of $10.00 per unit and an aggregate of $50 million. Pursuant to the Subscription Agreements, the Company agreed that, within 30 business days following the closing of the Business Combination, ION will file with the Securities and Exchange Commission (“SEC”) a registration statement registering the resale of the PIPE Shares and the New Class A Common Stock (the “Registration Statement”), and will use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. Secondary Share Purchase Agreements The Merger Agreement contemplates that, at the closing, the Company (the “Buyer”) will purchase and one or more Innovid Stockholders (the “Sellers”) will sell in accordance with the share purchase agreement (the “Purchase and Sale Agreement”) an aggregate amount of shares determined by the Company and for an aggregate purchase price determined by the Company (“Secondary Sale Amount”). The Secondary Sale Amount will be determined by the Company based on the amount of cash the Company has on hand at the closing for the transaction minus $150,000,000; however if the amount equals or is less than $150,000,000, the Secondary Sale Amount shall equal zero. The closing of the Secondary Purchases is conditioned upon, among other things, the consummation of the transactions. |
TEMPORARY EQUITY AND STOCKHOLDE
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT Preferred stocks (temporary equity): Authorized Issued and outstanding Carrying Value Liquidation Preference/Redemption Value December 31, December 31, December 31, December 31, 2020 2019 2020 2019 2020 2019 2020 2019 Series A preferred stocks 8,447,654 8,447,654 8,282,000 8,282,000 $ 2,988,788 $ 2,988,788 3,000,000 3,000,000 Series A-1 preferred stocks 1,588,510 1,588,510 1,588,510 1,588,510 $ 986,529 $ 986,529 1,000,000 1,000,000 Series B preferred stocks 3,103,109 3,103,109 3,103,109 3,103,109 $ 1,500,000 $ 1,500,000 1,500,000 1,500,000 Series B-1 preferred stocks 1,588,511 1,588,511 1,588,511 1,588,511 $ 1,000,000 $ 1,000,000 1,000,000 1,000,000 Series B-2 preferred stocks 10,860,886 10,860,886 10,860,886 10,860,886 $ 6,971,930 $ 6,971,930 7,000,000 7,000,000 Series C preferred stocks 8,553,574 8,663,340 8,310,521 8,310,521 $ 9,445,233 $ 9,445,233 9,500,002 9,500,002 Series D preferred stocks 5,516,001 5,656,659 5,516,001 5,516,001 $ 9,972,537 $ 9,972,537 10,000,001 10,000,001 Series E preferred stocks 6,227,271 6,227,271 6,227,271 6,227,271 $ 15,000,000 $ 15,000,000 15,000,000 15,000,000 Series F preferred stocks 9,628,964 9,628,964 9,628,964 9,628,964 $ 39,131,983 $ 31,835,154 $ 39,131,983 31,835,154 Total 55,514,480 55,514,480 55,105,773 55,105,773 $ 86,997,000 $ 79,700,171 $ 87,131,986 79,835,157 Preferred A, A-1, B, B-1, B-2, C, D, E and F stocks have all rights as common stocks. In addition, they have rights of conversion into common stocks and preference in liquidation event. On January 7, 2019, the Company issued 9,628,964 Series F preferred stocks in a par value of $0.001, resulting in $29,692 equity investments, net of issuance cost. As of December 31, 2020, the Company’s preferred stocks was classified as temporary equity in the accompanying condensed consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of the Company’s control, including liquidation, sale or change of control of the Company. The rights, preferences, and privileges of preferred stocks are as follows: Voting Rights Each share of the preferred stocks shall entitle the holder to the number of votes equal to the number of shares of common stocks into which such shares of preferred stocks could be converted. Until an initial public offering, written consent, or affirmative vote of the Series F majority, will be required for certain transactions by the Company, as mentioned in the Certificate of Incorporation. Dividend Rights Holders of preferred stocks shall be entitled to receive, when and if declared by the Board of Directors, out of any assets legally available, non-cumulative dividends in an amount equal to the original issuance price per share. Preferred Stockholders are entitled to receive preference in terms of dividend distributions. Dividends for preferred stocks shall be distributed in the sequence listed below: a. Series F preferred stocks b. Series E preferred stocks c. Junior preferred stocks i.e. all preferred stocks other than Series F and E Preferred Stock. These rank on an equal footing as and senior to the common stock and any other capital stock of the Company that is junior to the junior preferred stocks, as to dividends. d. After all dividend preferences have been paid in full upon the shares of preferred stocks, any remaining dividends declared will be distributed to the holders of common stocks and preferred stocks, pro rata in proportion to the number of shares of common stocks held by each such holder on an as-if converted to common stock basis. No dividends have been declared to date as of December 31, 2020. Liquidation Preference In the event of any liquidation event where liquidation event means liquidation, bankruptcy, dissolution, reorganization or winding up of the Company, either voluntary or involuntary, or any deemed liquidation event (including change in control), all of the holders of preferred stocks shall be entitled to receive, each with respect to its original issue price, an amount per share in accordance with the priorities and liquidation preferences as follows: 1. First, the holders of shares of Series F preferred stock shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and the other holders of preferred stock, by reason of their ownership thereof, the Series F liquidation preference. 2. Second, the holders of shares of Series E preferred stock shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and the other holders of preferred stock other than Series F preferred stock. 3. Third, the holders of shares of all other preferred stock, shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock. If upon the occurrence of a liquidation event, the assets to be distributed among the holders of any class of preferred stocks are insufficient to permit the payment to such holders of their full preferred preference, then the entire assets of the Company legally available for distribution will be distributed ratably among the holders of that class of preferred stocks in proportion to the preferential amounts such holders are entitled to receive. Conversion Rights Each share of preferred stocks will be convertible, without payment of additional consideration at the option of the holder thereof, at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of common stocks at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of common stock according to a conversion ratio which is determined by dividing the original issue price (in effect on the date the certificate is surrendered for conversion) by the conversion price. The conversion price per share for shares of preferred stocks shall initially be equal to the original issue price, however, it shall be subject to adjustments pertaining to (i) certain splits and combinations (ii) other distributions (iii) recapitalizations, and (iv) adjustments for dilutive issues. Each share of preferred stocks would automatically be converted into shares of common stocks at the conversion ratio upon the earlier of (i) the closing of an IPO with gross proceeds for the Company and any other participants in such IPO of at least $60,000 and a price per share reflecting an equity value of the Company of $500,000 or more and that is underwritten by investment bank acceptable to a majority of the outstanding shares of Series F preferred stocks; or (ii) a resolution approved by holders of at least a majority of the voting power underlying the Company’s issued and outstanding shares of preferred stocks and a majority of the outstanding shares of Series F preferred stocks. Redemption Rights Series F Preferred stock : At the election of Series F preferred stocks majority, within the five year anniversary of the Series F preferred stocks original issue date or upon occurrence of a liquidation event, each of the Series F preferred stocks unit will be subject to redemption at a price per unit equal to the greater of (i) Series F liquidation preference and (ii) the fair market value of a single share of Series F preferred stocks (or common stocks, as applicable) as of the Series F redemption date. If the Company does not have sufficient funds legally available to redeem all shares of Series F preferred stocks and of any other class or series of stock to be redeemed, the Company will first redeem all shares of Series F Preferred stock and then redeem a pro rata portion of each other holder’s shares of such stock. As of December 31, 2020 and 2019 Series F redemption value was $38,824 and $31,835, respectively. Series E Preferred stock : At the election of Series E preferred stocks majority, and subject to the prior payment in full due to the holders of shares of Series F preferred stocks, shares of Series E preferred stocks will be redeemed by the Company at a price equal to the Series E original issue price per share, plus all declared but unpaid dividends thereon in three annual installments commencing at any time on or after six year anniversary of the Series F preferred stocks original issue date. As of December 31, 2020 and 2019 the Series E redemption value was $15,000. Balance Sheet Classification and Measurement Series F preferred stocks are redeemable at the election of the holders within the five-year anniversary of the original issue date; thus, The Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. Since redemption is probable, the Company recognized changes in the redemption value immediately as they occur and adjust the carrying amount of the Series F preferred stocks to equal the redemption value at the end of each reporting period. As of December 31, 2020 and 2019 the Company recorded an adjustment of $7,297 and $1,835 respectively. As there are no retained earnings, the 2019 adjustment was charged against additional paid in capital. The 2020 adjustment was charged against additional paid in capital and accumulated deficit, since the Company does not believe additional paid in capital can be recorded as a negative amount. Series E preferred stocks are redeemable at the election of the holders if Series F preferred stock will be redeemed; thus, The Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. Since redemption is probable, the Company recognized changes in the redemption value immediately as they occur and adjust the carrying amount of the Series E preferred stocks to equal the redemption value at the end of each reporting period. As of December 31, 2020, and 2019, the Company recorded an adjustment of $0 and $172 respectively. As there are no retained earnings, the 2019 adjustment was charged against additional paid in capital. All other classes of preferred stocks are redeemable in a deemed liquidation event, which is not under the control of the Company; thus, the Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. As of December 31, 2019, and 2020, the Company did not adjust the carrying values of the stock to the deemed liquidation values of such shares since a deemed liquidation event was not probable. Stockholders’ deficit: Authorized Issued Outstanding December 31, December 31, December 31, 2020 2019 2020 2019 2020 2019 Stocks of $0.001, par value each: Common stocks 75,254,333 75,254,333 13,602,467 13,373,379 12,170,929 11,941,841 i. Common stocks: The rights and privileges of the common stocks are as follows: Voting Rights The holders of the common stocks are entitled to one vote for each share of common stocks. Dividend Rights Subject to preferences that may be applicable to dividends of any outstanding preferred stocks, dividends may be paid on the common stocks as and when declared by the Board of Directors. Such dividends will be distributed among the holders of common stocks pro rata in proportion of the number of common stocks held by each. Liquidation Rights Upon the completion of the distribution of the applicable preferred preference in the event of any liquidation, bankruptcy, dissolution, reorganization or winding up of the Company, either voluntary or involuntary, or any deemed liquidation event , the remaining assets of the Company available for distribution (the “Remaining Distributable Amount”) will be distributed among the holders of common stocks and the holders of preferred stocks pro rata in proportion to the number of shares of common stocks held by each such holder on an as-if converted to common stock basis. Redemption Rights The common stocks are not redeemable. The Company has reserved the following shares of common stock for issuance: December 31, 2020 2019 Options outstanding 9,874,369 7,443,587 Options available for future option grants 1,158,017 817,887 Total 11,032,386 8,261,474 ii. Treasury stocks: On December 10, 2012, the Company purchased 1,431,538 common stocks of $0.001 par value each, for a total consideration of $1,629. iii. Equity classified warrants: iv. The Company issued 100,000 warrants to American Friends of Tmura, Inc. (the “Holder”) on February 25, 2010 to purchase an aggregate of 100,000 Company’s Common stock, $0.001 par value each, with an exercise price of $0.09 which is subject to an adjustment on the occurrence of certain events. The warrants are exercisable until March 1, 2029. In lieu of exercising the warrants, the Holder may convert the warrants, |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Under the Company’s stock option plan (the “Plan”), options may be granted to officers, directors, employees and non-employee consultants of the Company. Each option granted under the Plan expires no later than 10 years from the date of grant. The options vest usually over four years from commencement of employment or services. Any options, which are forfeited or not exercised before expiration, become available for future grants. A summary of the employees’ stock option activity is as follows: (Unaudited) Number of options Weighted-average exercise price Remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2020 9,112,121 $ 0.49 7.20 $ 3,100 Granted 1,109,750 3.76 Exercised (1,899,793) 0.29 Forfeited (163,330) 1.18 Expired (47,943) 0.79 Outstanding at September 30, 2021 8,110,805 $ 0.97 5.86 $ 65,412 Exercisable at September 30, 2021 4,867,399 $ 0.50 4.50 $ 41,511 A summary of the consultants’ stock option activity under the Plan is as follows: (Unaudited) Number of options Weighted-average exercise price Remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2020 762,248 $ 0.68 6.32 $ 213 Granted 154,502 3.76 Exercised (201,799) 1.67 Forfeited (20,625) 0.82 Outstanding at September 30, 2021 694,326 $ 1.08 6.46 $ 5,523 Exercisable at September 30, 2021 469,659 $ 0.78 5.72 $ 3,876 As of September 30, 2021, the Company had approximately $4,537 of total unrecognized compensation cost related to non-vested stock-based compensation. That cost is expected to be recognized over a weighted-average period of 2.62 years. A summary of the employees’ stock option activity under the Plan for the nine months ending September 30, 2021 (unaudited) and 2020 (unaudited) is as follows: Nine months ended September 30, 2021 2020 Unaudited Unaudited Cost of goods sold $ 34 $ 10 Research and development 319 113 Sales and marketing 400 261 General and administrative 1,285 33 Total $ 2,038 $ 417 In connection with the options granted to service providers and non-employee consultants, during the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited), the Company recorded stock compensation expenses in the amount of $273 and $40, respectively. Majority of these expenses were recorded in general and administrative expenses. In the nine months ended September 30, 2021, the Company’s Board approved an amendment of two awards granted to the Company’s founders Mr. Zvika Netter, and Mr. Tal Chalozin (“Founders Awards”). According to amendments the Founders Awards will vest over three years (four years originally), with 75% of the options vesting upon expiration of one year from the original commencement date of April 1, 2020 and the remaining 25% of the options vesting ratably on a quarterly basis over the following 24 months. In addition, upon a consumption of the transaction as defined by the Plan, if the founders are terminated or leave for “good reason” within 12 months, the remaining unvested awards would vest. In addition, the amendment also included a provision in which any termination of employment (whether by the Company or by the founder), 50% of his unvested award will vest immediately. The amendments were accounted for as a modification. The Company determined that the amendments did not result in an increase in the fair value of the award. The modified vesting conditions resulted in an additional expense of $623. In April 2021, the Company’s Board approved a transaction in which the Company granted $1,199 and received a secured full recourse promissory note in the total aggregate amount of $1,199, with Mr. Zvika Netter, and Mr. Tal Chalozin (the “Founders Promissory Note”). On June 7, 2021, Innovid granted Mr. Netter a loan in the amount of $1,076 pursuant to the Founder Promissory Note (“Zvika Netter Loan”). On June 23, 2021, Innovid granted Mr. Chalozin a loan in the amount of $123 pursuant to the Found Promissory Note (the “Tal Chalozin Loan”, together with Zvika Netter Loan the “Founders Loans”). The principal balances together with accrued interest is due and payable in full on the seventh anniversary of the date of the loans. The rate is 0.89% per annum, compound annually and is not less than the current minimum annual mid-term applicable federate rate established pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended. Repayment of principal and interest may be made at any time without penalty. In addition, $740 of the Founders Loans was immediately used to exercise fully vested options held by the founders. The Founders Loans are expected to be repaid in full in connection with Closing. This loan represents a recourse note as the Company has a contractual full recourse right against any real, personal, tangible or intangible assets of the Borrowers and intends to so if the loans amount will not be repaid in full. The amount of $459 from the Founders Loans was not used by the founders to exercise stock options. Under ASC 718, when a grantee purchases shares in exchange for a recourse loan, the exercise is considered to be a substantive exercise. A recourse note receivable for the issuance of equity should be presented in accordance with the guidance in ASC 505-10-45 as a component of equity; Thus, the Company recognized the note receivable for the purchase of shares as a component of additional paid in capital. The amount was discounted to its fair value and additional stock-based compensation expense in the amount of $47 was recorded predominantly in general and administrative expenses. The amount of the loan not used to exercise stock options in the amount of $459 was accounted for as a standard loan and is presented as a non-current asset in these unaudited condensed consolidated financial statements. | STOCK-BASED COMPENSATION Under the Company’s stock option plan (the “Plan”), options may be granted to officers, directors, employees and non-employee consultants of the Company. Each option granted under the Plan expires no later than 10 years from the date of grant. The options vest usually over four years from commencement of employment or services. Any options, which are forfeited or not exercised before expiration, become available for future grants. A summary of the employees’ stock option activity under the Plan for the years ended December 31, 2020 and 2019 is as follows: Year ended December 31, 2020 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 6,721,339 $ 0.58 7.30 $ 1,758 Granted 3,698,500 0.82 Forfeited (814,952) 0.85 Expired (413,678) 0.55 Exercised (79,088) 0.68 Outstanding at end of year 9,112,121 $ 0.49 7.20 $ 3,100 Exercisable options at end of year 4,567,670 $ 0.50 4.80 $ 2,301 Year ended December 31, 2019 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 5,474,026 $ 0.52 7.42 $ 1,920 Granted 1,765,665 0.85 Forfeited (213,705) 0.82 Expired (144,386) 0.74 Exercised (160,261) 0.62 Outstanding at end of year 6,721,339 $ 0.58 7.30 $ 1,758 Exercisable options at end of year 4,274,687 $ 0.45 6.02 $ 1,725 A summary of the consultants’ stock option activity under the Plan for the years ended December 31, 2020 and 2019 is as follows: Year ended December 31, 2020 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 722,248 $ 0.57 5.30 $ 201 Granted 340,000 0.53 Expired (150,000) 0.16 Exercised (150,000) 0.16 Outstanding at end of year 762,248 $ 0.68 6.32 $ 213 Exercisable options at end of year 491,205 $ 0.65 5.20 $ 170 Year ended December 31, 2019 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 682,248 $ 0.52 9.50 $ 1,920 Granted 40,000 0.85 Outstanding at end of year 722,248 $ 0.57 5.30 $ 201 Exercisable options at end of year 586,622 $ — 4.56 $ 197 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of the Company’s common stocks as of December 31, 2020. The weighted-average fair value of options granted during the years ended December 31, 2020 and 2019 were $0.71 and $0.47, respectively. As of December 31, 2020, the Company had approximately $2,246 of total unrecognized compensation cost related to non-vested stock-based compensation. That cost is expected to be recognized over a weighted-average period of 2.65 years. The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Year ended December 31, 2020 2019 Expected volatility 79 % 70 % Expected dividends — % — % Expected term (in years) 6.11 6.11 Risk free interest 0.62%-0.82% 1.65%-1.91% During the years ended December 31, 2020 and 2019, the Company recorded stock-based compensation expenses for the employees as follows: Year ended December 31, 2020 2019 Cost of goods sold $ 11 $ 6 Research and development 121 77 Sales and marketing 196 200 General and administrative 92 43 Total $ 420 $ 326 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET Intangible assets consist of the following: December 31, 2020 2019 Cost: Technology $ 200 $ 200 Customer relationships 198 198 398 398 Accumulated depreciation (365) (166) Amortized cost $ 33 $ 232 The amortization expense for the years ended December 31, 2020 and 2019 were $199 and $99, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liability consist of the following: December 31, 2020 2019 Accrued expenses $ 317 $ 454 Tax payables 126 168 Customer advances 118 83 Accrued lease liability, current portion 391 66 Acquisition liability 126 718 Other current liabilities 77 159 Total $ 1,155 $ 1,648 |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | ||
OTHER NON-CURRENT LIABILITIES | OTHER NON-CURRENT LIABILITIES Other non-current liabilities consist of the following: September 30, 2021 December 31, Unaudited Accrued lease liability $ 1,102 $ 1,445 Tax provision 1,752 1,699 Total $ 2,854 $ 3,144 | OTHER NON-CURRENT LIABILITIES Other non-current liabilities consist of the following: December 31, 2020 2019 Accrued lease liability $ 1,445 $ 299 Uncertain tax position 1,699 915 Total $ 3,144 $ 1,214 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
SHAREHOLDERS' EQUITY | TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT Preferred stocks (temporary equity): Authorized Issued and outstanding Carrying Value Liquidation Preference/Redemption Value December 31, December 31, December 31, December 31, 2020 2019 2020 2019 2020 2019 2020 2019 Series A preferred stocks 8,447,654 8,447,654 8,282,000 8,282,000 $ 2,988,788 $ 2,988,788 3,000,000 3,000,000 Series A-1 preferred stocks 1,588,510 1,588,510 1,588,510 1,588,510 $ 986,529 $ 986,529 1,000,000 1,000,000 Series B preferred stocks 3,103,109 3,103,109 3,103,109 3,103,109 $ 1,500,000 $ 1,500,000 1,500,000 1,500,000 Series B-1 preferred stocks 1,588,511 1,588,511 1,588,511 1,588,511 $ 1,000,000 $ 1,000,000 1,000,000 1,000,000 Series B-2 preferred stocks 10,860,886 10,860,886 10,860,886 10,860,886 $ 6,971,930 $ 6,971,930 7,000,000 7,000,000 Series C preferred stocks 8,553,574 8,663,340 8,310,521 8,310,521 $ 9,445,233 $ 9,445,233 9,500,002 9,500,002 Series D preferred stocks 5,516,001 5,656,659 5,516,001 5,516,001 $ 9,972,537 $ 9,972,537 10,000,001 10,000,001 Series E preferred stocks 6,227,271 6,227,271 6,227,271 6,227,271 $ 15,000,000 $ 15,000,000 15,000,000 15,000,000 Series F preferred stocks 9,628,964 9,628,964 9,628,964 9,628,964 $ 39,131,983 $ 31,835,154 $ 39,131,983 31,835,154 Total 55,514,480 55,514,480 55,105,773 55,105,773 $ 86,997,000 $ 79,700,171 $ 87,131,986 79,835,157 Preferred A, A-1, B, B-1, B-2, C, D, E and F stocks have all rights as common stocks. In addition, they have rights of conversion into common stocks and preference in liquidation event. On January 7, 2019, the Company issued 9,628,964 Series F preferred stocks in a par value of $0.001, resulting in $29,692 equity investments, net of issuance cost. As of December 31, 2020, the Company’s preferred stocks was classified as temporary equity in the accompanying condensed consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of the Company’s control, including liquidation, sale or change of control of the Company. The rights, preferences, and privileges of preferred stocks are as follows: Voting Rights Each share of the preferred stocks shall entitle the holder to the number of votes equal to the number of shares of common stocks into which such shares of preferred stocks could be converted. Until an initial public offering, written consent, or affirmative vote of the Series F majority, will be required for certain transactions by the Company, as mentioned in the Certificate of Incorporation. Dividend Rights Holders of preferred stocks shall be entitled to receive, when and if declared by the Board of Directors, out of any assets legally available, non-cumulative dividends in an amount equal to the original issuance price per share. Preferred Stockholders are entitled to receive preference in terms of dividend distributions. Dividends for preferred stocks shall be distributed in the sequence listed below: a. Series F preferred stocks b. Series E preferred stocks c. Junior preferred stocks i.e. all preferred stocks other than Series F and E Preferred Stock. These rank on an equal footing as and senior to the common stock and any other capital stock of the Company that is junior to the junior preferred stocks, as to dividends. d. After all dividend preferences have been paid in full upon the shares of preferred stocks, any remaining dividends declared will be distributed to the holders of common stocks and preferred stocks, pro rata in proportion to the number of shares of common stocks held by each such holder on an as-if converted to common stock basis. No dividends have been declared to date as of December 31, 2020. Liquidation Preference In the event of any liquidation event where liquidation event means liquidation, bankruptcy, dissolution, reorganization or winding up of the Company, either voluntary or involuntary, or any deemed liquidation event (including change in control), all of the holders of preferred stocks shall be entitled to receive, each with respect to its original issue price, an amount per share in accordance with the priorities and liquidation preferences as follows: 1. First, the holders of shares of Series F preferred stock shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and the other holders of preferred stock, by reason of their ownership thereof, the Series F liquidation preference. 2. Second, the holders of shares of Series E preferred stock shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and the other holders of preferred stock other than Series F preferred stock. 3. Third, the holders of shares of all other preferred stock, shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock. If upon the occurrence of a liquidation event, the assets to be distributed among the holders of any class of preferred stocks are insufficient to permit the payment to such holders of their full preferred preference, then the entire assets of the Company legally available for distribution will be distributed ratably among the holders of that class of preferred stocks in proportion to the preferential amounts such holders are entitled to receive. Conversion Rights Each share of preferred stocks will be convertible, without payment of additional consideration at the option of the holder thereof, at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of common stocks at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of common stock according to a conversion ratio which is determined by dividing the original issue price (in effect on the date the certificate is surrendered for conversion) by the conversion price. The conversion price per share for shares of preferred stocks shall initially be equal to the original issue price, however, it shall be subject to adjustments pertaining to (i) certain splits and combinations (ii) other distributions (iii) recapitalizations, and (iv) adjustments for dilutive issues. Each share of preferred stocks would automatically be converted into shares of common stocks at the conversion ratio upon the earlier of (i) the closing of an IPO with gross proceeds for the Company and any other participants in such IPO of at least $60,000 and a price per share reflecting an equity value of the Company of $500,000 or more and that is underwritten by investment bank acceptable to a majority of the outstanding shares of Series F preferred stocks; or (ii) a resolution approved by holders of at least a majority of the voting power underlying the Company’s issued and outstanding shares of preferred stocks and a majority of the outstanding shares of Series F preferred stocks. Redemption Rights Series F Preferred stock : At the election of Series F preferred stocks majority, within the five year anniversary of the Series F preferred stocks original issue date or upon occurrence of a liquidation event, each of the Series F preferred stocks unit will be subject to redemption at a price per unit equal to the greater of (i) Series F liquidation preference and (ii) the fair market value of a single share of Series F preferred stocks (or common stocks, as applicable) as of the Series F redemption date. If the Company does not have sufficient funds legally available to redeem all shares of Series F preferred stocks and of any other class or series of stock to be redeemed, the Company will first redeem all shares of Series F Preferred stock and then redeem a pro rata portion of each other holder’s shares of such stock. As of December 31, 2020 and 2019 Series F redemption value was $38,824 and $31,835, respectively. Series E Preferred stock : At the election of Series E preferred stocks majority, and subject to the prior payment in full due to the holders of shares of Series F preferred stocks, shares of Series E preferred stocks will be redeemed by the Company at a price equal to the Series E original issue price per share, plus all declared but unpaid dividends thereon in three annual installments commencing at any time on or after six year anniversary of the Series F preferred stocks original issue date. As of December 31, 2020 and 2019 the Series E redemption value was $15,000. Balance Sheet Classification and Measurement Series F preferred stocks are redeemable at the election of the holders within the five-year anniversary of the original issue date; thus, The Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. Since redemption is probable, the Company recognized changes in the redemption value immediately as they occur and adjust the carrying amount of the Series F preferred stocks to equal the redemption value at the end of each reporting period. As of December 31, 2020 and 2019 the Company recorded an adjustment of $7,297 and $1,835 respectively. As there are no retained earnings, the 2019 adjustment was charged against additional paid in capital. The 2020 adjustment was charged against additional paid in capital and accumulated deficit, since the Company does not believe additional paid in capital can be recorded as a negative amount. Series E preferred stocks are redeemable at the election of the holders if Series F preferred stock will be redeemed; thus, The Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. Since redemption is probable, the Company recognized changes in the redemption value immediately as they occur and adjust the carrying amount of the Series E preferred stocks to equal the redemption value at the end of each reporting period. As of December 31, 2020, and 2019, the Company recorded an adjustment of $0 and $172 respectively. As there are no retained earnings, the 2019 adjustment was charged against additional paid in capital. All other classes of preferred stocks are redeemable in a deemed liquidation event, which is not under the control of the Company; thus, the Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. As of December 31, 2019, and 2020, the Company did not adjust the carrying values of the stock to the deemed liquidation values of such shares since a deemed liquidation event was not probable. Stockholders’ deficit: Authorized Issued Outstanding December 31, December 31, December 31, 2020 2019 2020 2019 2020 2019 Stocks of $0.001, par value each: Common stocks 75,254,333 75,254,333 13,602,467 13,373,379 12,170,929 11,941,841 i. Common stocks: The rights and privileges of the common stocks are as follows: Voting Rights The holders of the common stocks are entitled to one vote for each share of common stocks. Dividend Rights Subject to preferences that may be applicable to dividends of any outstanding preferred stocks, dividends may be paid on the common stocks as and when declared by the Board of Directors. Such dividends will be distributed among the holders of common stocks pro rata in proportion of the number of common stocks held by each. Liquidation Rights Upon the completion of the distribution of the applicable preferred preference in the event of any liquidation, bankruptcy, dissolution, reorganization or winding up of the Company, either voluntary or involuntary, or any deemed liquidation event , the remaining assets of the Company available for distribution (the “Remaining Distributable Amount”) will be distributed among the holders of common stocks and the holders of preferred stocks pro rata in proportion to the number of shares of common stocks held by each such holder on an as-if converted to common stock basis. Redemption Rights The common stocks are not redeemable. The Company has reserved the following shares of common stock for issuance: December 31, 2020 2019 Options outstanding 9,874,369 7,443,587 Options available for future option grants 1,158,017 817,887 Total 11,032,386 8,261,474 ii. Treasury stocks: On December 10, 2012, the Company purchased 1,431,538 common stocks of $0.001 par value each, for a total consideration of $1,629. iii. Equity classified warrants: iv. The Company issued 100,000 warrants to American Friends of Tmura, Inc. (the “Holder”) on February 25, 2010 to purchase an aggregate of 100,000 Company’s Common stock, $0.001 par value each, with an exercise price of $0.09 which is subject to an adjustment on the occurrence of certain events. The warrants are exercisable until March 1, 2029. In lieu of exercising the warrants, the Holder may convert the warrants, | ||
ION Acquisition Corp 2 LTD | |||
Class of Stock [Line Items] | |||
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were no Class A Ordinary Shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 6,325,000 founder shares issued and outstanding. Only holders of Class B ordinary shares will be entitled to vote on the appointment of directors in any election held prior to or in connection with the completion of the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon the exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and • If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or Class A equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private | SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021, there were 25,300,000 shares of Class A ordinary shares subject to possible redemption which are presented as temporary equity. At December 31, 2020, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 6,325,000 Founder Shares issued and outstanding. Only holders of Class B ordinary shares will be entitled to vote on the appointment of directors in any election held prior to or in connection with the completion of the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided |
WARRANTS LIABILITY
WARRANTS LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
WARRANTS LIABILITY | WARRANTS LIABILITY In connection with a loan and security agreement entered into on June 29, 2010 with SVB, the Company issued warrants to purchase up to 165,654 of the Company's Series A preferred stocks, $0.001 par value each, in the conversion ratio of 1:1 and at an exercise price of $0.3622 subject to adjustments on the occurrence of stock splits, stock dividend, recapitalization, other dividends or distributions. In the event of an acquisition of the Company in which the sole consideration is cash and/or marketable securities, SVB shall have the right to exercise its conversion or purchase right in respect of the warrants. The agreement was amended on September 21, 2020 with exercisable period being extended until June 29, 2022. In lieu of exercising the warrants, SVB may convert the warrants, in whole or in part, into a number of shares determined by dividing (a) the aggregate fair market value of the shares or other securities issuable upon exercise of the warrants minus the aggregate warrant price of such shares by (b) the fair market value of one share. The loan has fully been repaid in 2012. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. In connection with a loan agreement entered into on April 23, 2014 with TriplePoint Capital LLC (“TPC loan agreement”), the Company issued warrants to purchase up to 162,409 of the Company's Series C preferred stocks, $0.001 par value each, and at an exercise price of $1.339 per stock or lower, subject to the next financing round stock price and provided that in no event shall the exercise price be lower than $0.938. The warrants are exercisable for the later of (i) 7 years after date of issuance or (ii) 5 years of the effective date of the Company's initial public offering. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. On May 20, 2015 the Company entered into an amendment of the TPC loan agreement. In connection with the amendment, the Company issued warrants to purchase up to 80,645 of the Company's Series C preferred stocks $0.001 par value each, and at an exercise price of $1.339 per stock or lower subject to the next financing round stock price and provided that in no event shall the exercise price be lower than $0.938. The warrants are exercisable for the later of (i) 7 years after date of issuance or (ii) 5 years of the effective date of the Company's initial public offering. In the event of an acquisition of the Company in which the sole consideration is cash and/or marketable securities, the Lender shall have the right to exercise its conversion or purchase right in respect of the warrants issued to the TPC. The TPC loan has been fully repaid in 2018. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. The Warrants’ fair value remeasurement for the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited) were $3,191 and $51, respectively. | WARRANTS LIABILITY In connection with a loan and security agreement entered into on June 29, 2010 with SVB, the Company issued warrants to purchase up to 165,654 of the Company’s Series A preferred stocks, $0.001 par value each, in the conversion ratio of 1:1 and at an exercise price of $0.3622 subject to adjustments on the occurrence of stock splits, stock dividend, recapitalization, other dividends or distributions. In the event of an acquisition of the Company in which the sole consideration is cash and/or marketable securities, SVB shall have the right to exercise its conversion or purchase right in respect of the warrants. The agreement was amended on September 21, 2020 with exercisable period being extended by eighteen months until June 29, 2022. In lieu of exercising the warrants, SVB may convert the warrants, in whole or in part, into a number of shares determined by dividing (a) the aggregate fair market value of the shares or other securities issuable upon exercise of the warrants minus the aggregate warrant price of such shares by (b) the fair market value of one share. The loan has fully been repaid in 2012. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. In connection with a loan agreement entered into on April 23, 2014 with TriplePoint Capital LLC (“TPC loan agreement”), the Company issued warrants to purchase up to 162,409 of the Company’s Series C preferred stocks, $0.001 par value each, and at an exercise price of $1.339 per stock or lower, subject to the next financing round stock price and provided that in no event shall the exercise price be lower than $0.938. The warrants are exercisable for the later of (i) 7 years after date of issuance or (ii) 5 years of the effective date of the Company’s initial public offering. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. On May 20, 2015 the Company entered into an amendment of the TPC loan agreement. In connection with the amendment, the Company issued warrants to purchase up to 80,645 of the Company’s Series C preferred stocks $0.001 par value each, and at an exercise price of $1.339 per stock or lower subject to the next financing round stock price and provided that in no event shall the exercise price be lower than $0.938. The warrants are exercisable for the later of (i) 7 years after date of issuance or (ii) 5 years of the effective date of the Company’s initial public offering. In the event of an acquisition of the Company in which the sole consideration is cash and/or marketable securities, the Lender shall have the right to exercise its conversion or purchase right in respect of |
ION Acquisition Corp 2 LTD | ||
Class of Warrant or Right [Line Items] | ||
WARRANTS LIABILITY | WARRANTS Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon the exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and • If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or Class A equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchaser or its permitted transferees. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
ION Acquisition Corp 2 LTD | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair Value Hierarchy of Assets and Liabilities The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and February 16, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, February 16, Assets: Marketable securities held in Trust Account (1)(2) 1 $ 253,042,565 $ 253,000,000 Liabilities: Private Placement Warrants (1) 3 $ 26,192,600 $ 24,812,195 Public Warrants (1) 1 $ 3,447,125 $ 5,252,879 ______________ (1) Measured at fair value on a recurring basis. As of February 16, 2021 the public warrants were classified as Level 3. (2) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrants liability on the Balance Sheets. The warrants liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants liability in the Statements of Operations. Measurement The Company established the initial fair value for the Warrants as of February 16, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Public Warrants and a Black-Scholes simulation model for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-eighth of one Public Warrant) and (ii) the sale of Private Placement Warrants first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants began trading separately on April 5, 2021 and their value is based on the publicly traded price as of September 30, 2021. Due to the use of a quoted price in an active market, the Public Warrants are classified as Level 1 as of September 30, 2021. The Private Placement Warrants continue to be classified as Level 3 as of September 30, 2021 and continue to be valued based on a Black-Scholes simulation model. The key inputs into the Monte Carlo simulation model for the Public Warrants were as follows at initial measurement: Input February 16, Risk-free interest rate 0.73 % Expected term (years) 5.87 Expected volatility 23.2 % Exercise price $ 11.50 Fair value of Unit $ 10 Fair value of Class A ordinary share $ 9.79 The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows: Input September 30, 2021 February 16, Risk-free interest rate 1.01 % 0.73 % Expected term (years) 5.2 5.87 Expected volatility 46.3 % 42.6 % Exercise price $ 11.50 $ 11.50 Fair value of Unit $ 10.05 $ 10 Fair value of Class A ordinary share $ 9.91 $ 9.79 Measurement The Company’s use of a Monte Carlo simulation and Black-Scholes model required the use of subjective assumptions: • The risk-free interest rate assumption was interpolated based on constant maturity U.S. Treasury rates over a term commensurate with the expected term of the warrants. • The expected term was determined based on the expected date of the initial Business Combination, as the Warrants expire on the date that is 5 years from the completion of the initial Business Combination. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on size and proximity. • The fair value of the Units, which each consist of one Class A ordinary share and one-eighth of one Public Warrant, represents the price paid in the Initial Public Offering. The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrants Liability Fair value as of February 16, 2021 (initial measurement) $ 24,812,195 $ 5,252,879 $ 30,065,074 Change in fair value 1,380,405 344,746 1,725,151 Transfer to Level 1 $ (5,597,625) $ (5,597,625) Fair value as of September 30, 2021 $ 26,192,600 $ 26,192,600 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income before taxes on income is comprised as follows: Year ended December 31, 2020 2019 Domestic $ 1,241 $ (6,689) Foreign (853) 257 Total income (loss) before income taxes $ 388 $ (6,432) Income taxes are comprised as follows: Year ended December 31, 2020 2019 Current income tax provision (benefit): Domestic 96 25 Foreign 1,104 877 Total current income tax (benefit) provision 1,200 902 A reconciliation of the U. S. statutory income tax rate to the Company’s effective income tax rate for continuing operations is as follows: Year ended December 31, 2020 2019 Income (loss) before income taxes Domestic $ 1,241 $ (6,689) Foreign (853) 257 Total income (loss) before income taxes 388 (6,432) U.S. statutory rate 21 % 21 % Income taxed computed at U. S. federal statutory rate 81 (1,351) Foreign rate differential (155) (52) State and local income taxes 207 (464) Non-deductible expenses 40 114 Share-based compensation 100 98 GILTI — 261 Change in valuation allowance 159 1,661 Tax credits (469) (301) Changes in uncertain tax positions 956 880 Foreign currency adjustment 187 22 Withholding tax 113 73 Other (19) (39) Total income tax provision $ 1,200 $ 902 Effective income tax rate 309 % (14) % The Company’s effective tax rate is subject to significant variation due to several factors, including variability in pre-tax and taxable income (loss) and the mix of jurisdictions to which they relate, intercompany transactions, the applicability of special tax regimes, changes in the Company’s currently established valuation allowance, foreign currency gains (losses), and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, the Company’s effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. The impact of non-deductible expenses on the Company’s effective tax rate is greater when the Company’s pre-tax income is lower. A significant factor that impacted the Company’s effective tax rate between 2020 and 2019 was global intangible low-taxed income (“GILTI”). Innovid Argentina generated a taxable loss in 2020 and therefore generated a tested loss for GILTI purposes. As a result, the tested income of the remaining foreign subsidiaries was offset entirely by the tested loss of Innovid Argentina. Thus, the Company does not have a GILTI inclusion for the 2020 tax year. Deferred income taxes are provided for the effects of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. Significant components of deferred tax assets and deferred tax liabilities consisted of the following: Deferred income taxes are provided for the effects of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. Significant components of deferred tax assets and deferred tax liabilities consisted of the following: December 31, 2020 2019 Deferred tax assets Loss carryforwards $ 9,131 $ 9,483 Tax credits 891 587 Interest limitation carryforwards — 79 Accrued expenses 716 512 Share-based compensation 106 87 Fixed assets and intangibles 176 105 Other 164 168 Total deferred tax assets, gross 11,184 11,021 Valuation allowance (11,184) (11,021) Total deferred tax assets, net — — A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset certain deferred tax assets at December 31, 2020 and 2019 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The Israeli corporate tax rate was 23% in 2020 and 2019. The Company’s production facilities in Israel have been granted the status of a “Preferred Enterprise” under the Law for the Encouragement of Capital Investments Law, 1959 (“the Investment Law”). According to the provisions of the Investment Law, the Company has been granted a reduced tax rate. Preferred enterprise located in development area A will be subject to a tax rate of 7.5% instead of 9%. The tax rate applicable to preferred enterprises located in other areas remains at 16%. The Israeli corporate tax rate was 23% in 2020 and 2019. Foreign withholding taxes and Internal Revenue Code Section 986(c) gains and losses have not been recorded on permanently reinvested earnings of certain subsidiaries aggregating $7,594 and $5,929 as of December 31, 2020 and 2019, respectively. The amount of deferred international withholding taxes and Internal Revenue Code Section 986(c) gains and losses relating to these subsidiaries is approximately $873 and $647 as of December 31, 2020 and 2019, respectively. The Company’s gross NOLs for tax return purposes are as follows: Year ended December 31, 2020 2019 Domestic NOLs (federal) 32,948 34,945 Domestic NOLs (state and local) 29,567 32,611 Foreign NOLs 1,740 241 Total 64,255 67,797 Domestic (federal and state) NOLs expire in various year starting from December 31, 2028 through an indefinite period. Foreign NOLs expire between December 31, 2025 and December 31, 2026. A portion of domestic (federal and state) NOLs are subject to Internal Revenue Code Section 382 or similar provisions, but the net operating loss carryforwards are expected to be fully realized. The table above reflects gross NOLs for tax return purposes which are different than financial statement NOLs, as the Company’s intention is to settle additional income taxes from tax contingencies with NOLs. The other tax credit carryforwards expire in various years beginning in 2032 through 2040. The Company’s intention is to settle the tax contingencies associated with the research and development credits with the attribute. The Company’s unrecognized tax benefits are reconciled as follows: December 31, 2020 2019 Gross unrecognized tax benefits as of January 1 1,438 586 Increases - current year tax positions 935 852 Gross unrecognized tax benefits as of December 31 2,373 1,438 The balances of unrecognized tax benefits as of December 31, 2020 and 2019 are $2,373 and $1,438 of which $2,373 and $1,438 represent amounts that, if recognized, impact the effective income tax rate in future periods. The Company recognized interest related to unrecognized tax benefits in its income tax provision. The Company accrued $49 and $27 for interest as of December 31, 2020 and 2019, respectively. The Company is subject to income taxes in the U. S. and several foreign jurisdictions including Australia, Argentina, United Kingdom and Israel. Significant judgment is required in evaluating the Company’s tax positions and determining the Company’s provision for income taxes. During the ordinary course of business there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite the belief that the Company’s tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. The Company estimates that it is reasonably possible that the balance in unrecognized tax benefits as of December 31, 2020 will increase by approximately $587 in the next twelve months. The unrecognized tax benefits relate to research and development credits and increases to currently established positions in Israel. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | SEGMENT REPORTING The Company operates as one operating segment, which primarily focuses on advertising and creative services. Our Chief Executive Officer (“CEO”), is the chief operating decision-maker, manages and allocates resources to the operations of the Company on an entity-wide basis. Managing and allocating resources on an entity-wide basis enables the CEO to assess the overall level of resources available and how to best deploy these resources across functions and R&D projects based on needs and, as necessary, reallocate resources among the Company’s internal priorities and external opportunities to best support the long-term growth of the business. Revenue by geographical location are as follows: Nine months ended September 30, 2021 2020 Unaudited Unaudited U.S. $ 58,270 $ 41,853 Canada 799 381 APAC 2,182 1,660 EMEA 1,842 940 LATAM 1,231 938 Total $ 64,324 $ 45,772 The Company’s property and equipment, net by geographical location are as follows: September 30, December 31, Unaudited Israel $ 1,593 $ 1,625 U. S. 1,331 595 Rest of the World 374 105 Total $ 3,298 $ 2,325 | SEGMENT REPORTING The Company operates as one operating segment, which primarily focuses on advertising and creative services. Our Chief Executive Officer (“CEO”), is the chief operating decision-maker, manages and allocates resources to the operations of the Company on an entity-wide basis. Managing and allocating resources on an entity-wide basis enables the CEO to assess the overall level of resources available and how to best deploy these resources across functions and R&D projects based on needs and, as necessary, reallocate resources among Company’s internal priorities and external opportunities to best support the long-term growth of the business. Revenue by geographical location are as follows: December 31, 2020 2019 U.S. $ 62,760 $ 50,837 Canada 518 311 APAC 2,636 2,657 EMEA 1,463 1,645 LATAM 1,424 888 Total revenues $ 68,801 $ 56,338 The Company’s property and equipment, net by geographical location are as follows: Year ended December 31, 2020 2019 Israel $ 1,625 $ 997 U. S. 595 760 Rest of the World 105 144 Total $ 2,325 $ 1,901 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
BASIC AND DILUTED NET LOSS PER SHARE | BASIC AND DILUTED NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Nine months ended September 30, 2021 2020 Unaudited Unaudited Numerator: Net loss $ (3,854) $ (6,118) Accretion of preferred stocks to redemption value (52,993) (3,873) Net loss attributable to common stockholders $ (56,847) $ (9,991) Denominator: Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders 13,157,022 11,973,921 Net loss per stock attributable to common stockholders – basic and diluted $ (4.32) $ (0.83) The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: September 30, 2021 2020 Unaudited Unaudited Preferred stocks 55,105,773 55,105,773 Options outstanding 8,805,131 6,325,006 Warrants outstanding 508,708 508,708 | BASIC AND DILUTED NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year ended December 31, 2020 2019 Numerator: Net loss (812) (7,334) Accretion of preferred stocks to redemption value (7,297) (2,007) Net loss attributable to common stockholders - basic and diluted $ (8,109) $ (9,341) Denominator: Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders 11,986,185 11,880,295 Net loss per stock attributable to common stockholders – basic and diluted $ (0.68) $ (0.79) The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year ended December 31, 2020 2019 Preferred stocks 55,105,773 55,105,773 Options outstanding 9,874,369 7,443,587 Warrants outstanding 508,708 508,708 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 18, 2021, ION entered into new subscription agreements with certain PIPE Investors, including funds affiliated with ION, pursuant to which some of the PIPE Investors collectively subscribed for an additional 5,000,000 shares of stock of Innovid Corp. Common Stock for an aggregate purchase price equal to $50,000. The total anticipated proceeds from the PIPE Investment will total $200,000. Founders Loans with a total principal amount of $1,199 and related interest were forgiven in November 2021. $740 of the Founders Loans principal amount was used to exercise fully vested options held by the founders on the date of the grant of the Founders Loans and the remainder in the amount of $459 was used for other purposes as described in detail in Note 7 Stock-based compensation. On November 30, 2021, as contemplated by the Merger Agreement, ION consummated the merger transaction contemplated by the Merger Agreement (the “Closing”), whereby (i) Merger Sub 1 merged with the Company (the “Merger”) with the Company continuing as the surviving corporation of the Merger, (ii) following the Merger, ION changed its name to “Innovid Corp.” (the “Name Change”), (iii) following the Merger and the Name Change, Innovid Corp. (formally ION) issued 86,901,792 shares of common stock (the “Registered Shares”), par value $0.0001 per share (“Common Stock”) and (iii) Innovid Corp. (formally ION) issued 20,000,000 shares of Common Stock to PIPE Investors. Pursuant to the Merger Agreement, immediately prior to the merger, each issued and outstanding share of Ion Class B Ordinary Stock automatically converted, on a one-for-one basis, into one (1) share of ION Class A Ordinary Share in accordance with the terms of ION’s organizational documents. Immediately following such conversion, upon the Domestication, (i) each then issued and outstanding share of ION Class A Ordinary Share automatically converted, on a one-for-one basis, into a share of common stock of Ion (after the Domestication) (the “Company Domesticated Common Stock”), (ii) each issued and outstanding Ion Warrant automatically converted into one corresponding warrant to acquire one (1) share of the Company Domesticated Common Stock (the “Company Domesticated Warrant”) and (iii) each issued and outstanding unit representing one (1) share of ION Class A Ordinary Share and one-eighth (1/8) of an ION Warrant automatically converted into one (1) unit of the Company (after the Domestication) representing one (1) Company Domesticated Common Stock and one-eighth (1/8) of an the Company Domesticated Warrant. No fractional Company Domesticated Warrants were issued in connection with such conversion such that if a holder of such units was entitled to receive a fractional Domesticated Acquirer Warrant, the number of Domesticated Acquirer Warrants to be issued to such holder upon such conversion was rounded down to the nearest whole number of Domesticated Acquirer Warrants. In addition, as contemplated by the Merger Agreement, on November 30, 2021, immediately prior to the Merger, ION purchased equity securities of Innovid stockholders (the “Secondary Sale”) for an aggregate purchase price of $68,855 (the “Secondary Sale Amount”). The Company has evaluated subsequent events from the balance sheet date through December 20, 2021, the date at which the consolidated financial statements were available to be issued. | SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through August 4, 2021, the date at which the consolidated financial statements were available to be issued i. On June 24, 2021, ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (“ION”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Inspire Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of ION (“Merger Sub 1”), Inspire Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of ION (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and the Company. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, ION will migrate to and domesticate as a Delaware corporation (the “Domestication”) prior to the consummation of the Mergers (the “Closing”), and Merger Sub 1 will merge with and into Innovid (the “First Merger” and, the effective time of such First Merger, the “First Effective Time”), with Innovid continuing as the surviving company of the First Merger (the “Surviving Corporation”). The Surviving Corporation will then merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”; the effective time of such Second Merger, the “Second Effective Time”), with Merger Sub 2 continuing as the surviving entity of the Second Merger (the “Surviving Entity”), and ION will change its name to “Innovid Corp.” (the “Future Company”). As a result of the Merger and the other transactions contemplated by the Merger Agreement, the Surviving Entity will remain a direct, wholly-owned subsidiary of the Future Company. ii. In June 2021, the Company has made a decision to repay PPP loan which was repaid in full in the same month. | |
ION Acquisition Corp 2 LTD | |||
Subsequent Event [Line Items] | |||
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Initial Public Offering On February 16, 2021, the Company consummated its initial public offering (the “Public Offering”), pursuant to which the Company sold 25,300,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-eighth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 5). Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 7,060,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,060,000 in a private placement. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 5). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering which are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Other The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 18, 2021, ION entered into new subscription agreements (the “ Additional Subscription Agreements ”, collectively with the Initial Subscription Agreements, the “ Subscription Agreements ”) with certain accredited and institutional investors, including funds affiliated with ION, pursuant to which the investors collectively subscribed for an additional 5,000,000 shares of ION Class A Common Stock for an aggregate purchase price equal to $50,000,000 (the “ Additional PIPE Investment ” and together with the Initial PIPE Investment the “ PIPE Investment ”). This includes an additional 200,000 shares purchased by funds affiliated with ION. The terms of the Additional Subscription Agreements are the same as the Initial Subscription Agreements. The total anticipated proceeds from the PIPE Investment, after taking into account the Initial PIPE Investment and the Additional PIPE Investment, will total $200 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Basis of Presentation | Basis of presentation: The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2020, have been applied consistently in these unaudited interim condensed consolidated financial statements, unless otherwise stated. | Basis of presentation:The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets of the Company as of December 31, 2020 and 2019 and the consolidated results of operations and cash flows for the years ended December 31, 2020 and 2019. | ||
Principles of Consolidation | Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. | |||
Use of Estimates | Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on Company’s customers. Based on public reporting and Company’s observations, some advertisers in certain industries, such as the automotive industry, decreased their short-term advertising spending in light of supply chain disruptions and/or labor shortage. This in turn could negatively impact the Company’s revenues from such advertisers. The Company have considered the impact of COVID-19 on its estimates and assumptions and determined that there were no material adverse impacts on the unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2021 and year ended December 31, 2020. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. | Use of estimates:The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2020. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. | ||
Functional currency | Functional currency:A majority of the Company’s revenues are generated in U.S. dollars. In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars. All translation gains and losses resulting from the re-measurement of monetary assets and liabilities that are not denominated in the functional currency are recorded in Financial expenses, net on the consolidated statements of operations. | |||
Cash and cash equivalents | Cash and cash equivalents:Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. | |||
Restricted deposits and restricted cash | Restricted deposits and restricted cash:Restricted deposits presented in prepaid expenses and other current assets and in long-term restricted deposits are deposits used as security for the Company’s credit cards and for the rental of premises. | |||
Property and equipment, net | Property and equipment, net:Property and equipment are stated at cost, net of accumulated depreciation. | |||
Impairment of long-lived assets | Impairment of long-lived assets:Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may indicate that the carrying value of an asset may not be recoverable. If there are indications of an impairment, the Company tests for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. | |||
Business combinations | Business combinations:The Company accounts for business combinations by applying the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are expensed as incurred. | |||
Goodwill and intangible assets | Goodwill and intangible assets: Goodwill and certain other purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach. The Company currently has one reporting unit. ASC 350, Intangible—Goodwill and other (“ASC 350”) requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. The Company operates as one reporting unit. The Company elects to perform an annual impairment test of goodwill as of October 1 of each year, or more frequently if impairment indicators are present. For the nine months ended September 30, 2021 and 2020, no impairments of goodwill were recorded. Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Intangible assets with a finite useful life are amortized over their useful life and reviewed for impairment whenever there is an indication that the asset may be impaired. For the nine months ended September 30, 2021 and 2020, no impairments of intangible assets were recorded. | Goodwill and intangible assets: Goodwill and certain other purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach. The Company currently has one reporting unit. ASC 350, Intangible—Goodwill and other (“ASC 350”) requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. The Company operates as one reporting unit. The Company elects to perform an annual impairment test of goodwill as of October 1 of each year, or more frequently if impairment indicators are present. For the years ended December 31, 2020 and 2019, no impairments of goodwill were recorded. Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. | ||
Software development costs | Software development costs:Software development costs, which are included in property and equipment, net, consists of capitalized costs related to purchase and develop internal-use software. The Company uses it to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended. These costs include personnel and related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for use in providing the Company's services, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is 3 years. The amortization will be presented within cost of revenues in the consolidated statements of operations. | |||
Trade receivable, net | Trade receivable, net:The Company records trade receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine the appropriate amount of allowance for doubtful accounts. Trade receivables deemed uncollectible are charged against the allowance for doubtful accounts when identified. | |||
Accrued post-employment benefits | Accrued post-employment benefits: i. 401(k) profit sharing plans: The Company has a 401(k) retirement savings plan with a safe harbor employer match with a maximum of 4% employer contribution for its eligible employees in the U.S. During the years ended December 31, 2020 and 2019, the Company recorded expenses for matching contributions in the amount of $705 and $569, respectively. ii. Severance pay: The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one-month salary for each year of employment, or a portion thereof. | |||
Warrants liability | Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. | Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. | ||
Net income (loss) per Ordinary Share And Common Stock | Net loss per common stock: The Company computes net loss per stock using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stocks and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its preferred stocks to be participating securities as the holders of the preferred stocks would be entitled to dividends that would be distributed to the holders of common stocks, on a pro-rata basis assuming conversion of all preferred stocks into common stocks. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. The Company’s basic net loss per stock is calculated by dividing net loss attributable to common stockholders and by the weighted-average number of shares of common stocks outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per stock is the same as basic net loss per stock in periods when the effects of potentially dilutive stock of common stocks are anti-dilutive. | |||
Fair Value of Financial Instruments | Fair value of financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The Company’s financial instruments consist of cash and cash equivalents, restricted deposits, trade receivables, net, and trade payables. Their historical carrying amounts are approximate fair values due to the short-term maturities of these instruments. The Company measures its investments in money market funds classified as cash equivalents and warrants liability at fair value. | Fair value of financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. The Company’s financial instruments consist of cash and cash equivalents, restricted deposits, trade receivables, net, and trade payables. Their historical carrying amounts are approximate fair values due to the short-term maturities of these instruments. The Company measures its investments in money market funds classified as cash equivalents and warrants liability at fair value. | ||
Income taxes and tax contingencies | Income taxes and tax contingencies:Income taxes are computed using a balance sheet approach reflecting both current and deferred taxes. Current and deferred taxes reflect the tax impact of all of the events included in the financial statements. The basic principles employed in the balance sheet approach are to reflect a current tax liability or asset that is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years, a deferred tax liability or asset that is recognized for the estimated future tax effects attributable to temporary differences and carryforwards, the measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law of which the effects of future changes in tax laws or rates are not anticipated, and the measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. There are certain situations in which deferred taxes are not provided. Some basis differences are not temporary differences because their reversals are not expected to result in taxable or deductible amounts. The Company regularly evaluates deferred tax assets for future realization and establish a valuation allowance to the extent that a portion is not more likely than not to be realized. The Company considers whether it is more likely than not that the deferred tax assets will be realized, including existing cumulative losses in recent years, expectations of future taxable income, carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely on estimates. ASC 740, Income Taxes (“ASC 740) contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax benefits in taxes on income. On December 20, 2017, Congress passed the Tax Cuts and Jobs Act (the “U. S. Tax Act”). The U.S. Tax Act requires complex computations to be performed that were not previously required by U.S. tax law, significant judgments to be made in interpretation of the provisions of the U.S. Tax Act, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced the Act provides that a person who is a U.S. shareholder of any controlled foreign corporation (“CFC”) is required to include its global intangible low-taxed income (“GILTI”) in gross income for the tax year in a manner generally similar to that for Subpart F inclusions. The term “global intangible low-taxed income” is defined as the excess (if any) of the U.S. shareholder’s net CFC tested income for that tax year, over the U.S. shareholder’s net deemed tangible income return for that tax year. The Company’s policy is to treat GILTI as a period expense in the provision for income taxes. | |||
Concentration of credit risks | Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables, net. The majority of the Company’s cash and cash equivalents are invested in deposits with major banks in America and Israel. Generally, these investments may be redeemed upon demand and, therefore, bear minimal risk. The Company’s trade receivables, net are mainly derived from sales to customers located in the U. S., Asia-Pacific region (“APAC”), Europe, the Middle East and Africa region (“EMEA”), and Latin America region (“LATAM”). The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. | Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables, net. The majority of the Company’s cash and cash equivalents are invested in deposits with major banks in America and Israel. Generally, these investments may be redeemed upon demand and, therefore, bear minimal risk. The Company’s trade receivables, net are mainly derived from sales to customers located in the U. S., Asia-Pacific region (“APAC”), Europe, the Middle East and Africa region (“EMEA”), and Latin America region (“LATAM”). The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. | ||
Stock-based compensation | Stock-based compensation:The Company estimates the fair value of stock-based awards on the date of grant. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period. The determination of the fair value of the Company’s stock option awards is based on a variety of factors including Company’s common stock price, risk-free interest rate, expected volatility, expected life of awards and dividend yield. The Company has limited option exercise history and has elected to estimate the expected life of the stock option awards using the “simplified method” with the continued use of this method extended until such time that the Company has sufficient exercise history. The expected volatility of the price of such stocks is based on volatility of similar companies whose stock prices are publicly available over a historical period equivalent to the option’s expected term. The expected term of options granted represents the period of time that options granted are expected to be outstanding, and is determined based on the simplified method, as adequate historical experience is not available to provide a reasonable estimate. The dividend yield is based on the Company’s historical and future expectation of dividends payouts. Historically, the Company has not paid cash dividends. Risk-free interest rates are based on the yield from U.S. Treasury zero-coupon bonds with a term equivalent to the expected term of the options.The Company accounts for forfeitures as they occur. | |||
Revenue recognition | Revenue recognition: The Company generates revenues from providing Advertising Services to advertisers, publishers and media agencies. The services focus on standard, interactive and data driven digital video advertising. The Company major revenue streams are ad serving and creative services. Ad Serving services relate to utilizing Innovid’s platform to serve advertising impressions to various digital publishers across CTV, mobile TV, desktop TV, display, and other channels. Creative services relate to the design and development of interactive data-driven and dynamic ad formats by adding data, interactivity and dynamic features to standard ad units. The Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) with a date of initial application of January 1, 2018, using the modified retrospective transition method, applied to all open contracts. The Company recognizes revenue when its customer obtains control of promised services in an amount that reflects the consideration that the company expects to receive in exchange for those services. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from contracts with customers (“ASC 606”) and determines revenue recognition through the following steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct and are separately identifiable, the Company allocates the contract consideration to all distinct performance obligations based on their relative stand-alone selling price (“SSP”). Revenues related to ad serving services are recognized at a point in time. The Company recognizes revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. Revenues related to creative services are recognized at a point in time, when the Company delivers an ad unit. Creative services projects are usually delivered within a week. The Company’s accounts receivable, consist primarily of receivables related to providing ad serving and creative services, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment. The Company typically bills customers on a monthly basis based on actual delivery. The payment terms vary, mainly with terms of net 60 days or less. Typical contract term is twelve months or less for ASC 606 purposes. Some of the Company’s contracts can be cancelled without a cause. The Company has unconditional right to payment for the services provided as of the date of the termination of the contracts. The Company applies the practical expedient in ASC 606 and does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. | Revenue recognition: The Company generates revenues from providing Advertising Services to advertisers, publishers and media agencies. The services focus on standard, interactive and data driven digital video advertising. The Company major revenue streams are ad serving and creative services. Ad Serving services relate to utilizing Innovid’s platform to serve advertising impressions to various digital publishers across CTV, mobile TV, desktop TV, display, and other channels. Creative services relate to the design and development of interactive data-driven and dynamic ad formats by adding data, interactivity and dynamic features to standard ad units. The Company adopted ASC, Revenue from Contracts with Customers Topic 606 (“ASC 606”) with a date of initial application of January 1, 2018, using the modified retrospective transition method, applied to all open contracts. The Company recognizes revenue when its customer obtains control of promised services in an amount that reflects the consideration that the company expects to receive in exchange for those services. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from contracts with customers (“ASC 606”) and determines revenue recognition through the following steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct and are separately identifiable, the Company allocates the contract consideration to all distinct performance obligations based on their relative stand-alone selling price (“SSP”). Revenues related to ad serving services are recognized at a point in time. The Company recognizes revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. Revenues related to creative services are recognized at a point in time, when the Company delivers an ad unit, since the Company does not have enforceable right to payment before delivery. Creative services projects are usually delivered within a week. The Company’s accounts receivable, consist primarily of receivables related to providing ad serving and creative services, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment. The Company typically bills customers on a monthly basis based on actual delivery. The payment terms vary, mainly with terms of net 60 days or less. Typical contract term is twelve months or less for ASC 606 purposes. Some of the Company’s contracts can be cancelled without a cause. The Company has unconditional right to payment for the services provided as of the date of the termination of the contracts. The Company applies the practical expedient in ASC 606 and does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Costs to obtain a contract: Contract costs include commission programs to compensate sales employees for generating sales orders with new customers or for new services with existing customers. The Company elected to apply the practical expedient and recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company did not capitalize any contract costs during the periods ended December 31, 2020 and 2019, respectively. (r) Cost of revenues: Cost of revenues consists primarily of costs to run the ad serving and creative services. These costs include hosting fees and personnel costs including stock-based compensation, professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. | ||
Research and development | Research and development:Research and development costs are charged to the statements of comprehensive loss as incurred. ASC 350-40, Internal-Use Software (“ASC 350-40”), requires the capitalization of certain costs incurred only during the application development stage.The Company evaluates periodically Research and development costs that may be eligible for capitalization. During the years ended December 31, 2020 and 2019 the Company did not capitalize any costs and concluded that all research and development cost should be expensed as incurred. | |||
Sales and marketing | Sales and marketing:Sales and marketing expenses consist primarily of personnel costs, including stock-based compensation, professional services costs and facility related costs as well as costs related to advertising, product management, promotional materials, public relations, other sales and marketing programs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. | |||
General and administrative | General and administrative:General and administrative expenses consist primarily of personnel costs, including stock-based compensation, for executive management, finance, accounting, human capital, legal and other administrative functions as well as professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. | |||
Recent Accounting Standards | Recently issued accounting pronouncements not yet adopted by the Company: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The Company have not adopted any new standards in the periods presented. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. In February 2016, the FASB issued an ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASC 842 changes the current lease accounting standard by requiring the recognition of lease assets and lease liabilities for all leases, including those currently classified as operating leases. This new guidance is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements. Other issued new guidance is not expected to have impact on the Company’s consolidated financial statements. | Recently adopted accounting pronouncements: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In January 2017, FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The FASB issued final guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The Company adopted ASU 2017-04 in the first quarter of 2019. The adoption did not have a material impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 supersedes Subtopic 505-50 by expanding the scope of Topic 718 to include nonemployee awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards (with limited exceptions). The Company adopted ASU 2017-07 in the first quarter of 2018. The adoption did not have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 improves the effectiveness of disclosures about fair value measurements required under ASC 820. The Company has adopted ASU 2018-13 on the first quarter of 2019. The adoption did not have a material impact on the consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in restricted cash or restricted cash equivalents, in addition to changes in cash and cash equivalents. That is, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flow statement. Further, when cash, cash equivalents, restricted cash, and restricted cash equivalents are presented in more than one line item on the balance sheet, an entity must reconcile these amounts to the total shown on the statement of cash flows, either in narrative or tabular format. This information should be provided on the face of the cash flow statement or in the notes to the financial statements. The Company has adopted the requirements of ASU 2016-18 in the first quarter of 2019. The reconciliation information is provided in the notes to the consolidated financial statements. (x) Recently issued accounting pronouncements not yet adopted by the Company: In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In February 2016, the FASB issued an ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASC 842 changes the current lease accounting standard by requiring the recognition of lease assets and lease liabilities for all leases, including those currently classified as operating leases. This new guidance is effective for fiscal years beginning after 15 December, 2021. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. | ||
ION Acquisition Corp 2 LTD | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Basis of Presentation | Basis of Presentation The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its financial position, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the 2020 financial statements and notes thereto included in the | ||
Principles of Consolidation | Principles of ConsolidationThe accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. | |||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. | ||
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term deposits with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, the Company did not have any cash equivalents. | ||
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On February 16, 2021, offering costs amounting to $14,438,150 were charged to shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $165,778 of deferred offering costs recorded in the accompanying balance sheet. | Deferred Offering CostsDeferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheets date that were directly related to the Initial Public Offering. | ||
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | |||
Warrants liability | Warrants liability The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers, as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change. | |||
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public and Private Warrants $ (30,065,074) Class A ordinary shares issuance costs $ (14,138,380) Plus: Proceeds received from issuance of Private Warrants $ 7,060,000 Accretion of carrying value to redemption value $ 37,143,454 Class A ordinary shares subject to possible redemption $ 253,000,000 | |||
Net income (loss) per Ordinary Share And Common Stock | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 3). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income (loss) per redeemable Class A ordinary share and income (loss) per non-redeemable Class B ordinary share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable Class A ordinary shares and the non-redeemable Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 10 for additional information on assets and liabilities measured at fair value. The fair value of the Company’s assets and liabilities, other than the warrants liability described above, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of September 30, 2021 and February 16, 2021, the Company reported Warrants issued at the consummation of its IPO as financial instruments recorded as liabilities at their respective fair values. | ||
Income taxes and tax contingencies | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | ||
Concentration of credit risks | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | ||
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statement. | Recent Accounting StandardsManagement does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statemen |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ION Acquisition Corp 2 LTD | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Restatement on Financial Statements | The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of February 16, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 210,576,766 $ 42,423,234 $ 253,000,000 Class A ordinary shares $ 424 $ (424) $ — Additional paid-in capital $ 5,303,723 $ (5,303,723) $ — Accumulated deficit $ (304,770) $ (37,119,087) $ (37,423,857) Total Shareholders’ Equity (Deficit) $ 5,000,010 $ (42,423,234) $ (37,423,224) Balance Sheet as of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 208,995,955 $ 44,004,045 $ 253,000,000 Class A ordinary shares $ 440 $ (440) $ — Additional paid-in capital $ 6,884,518 $ (6,884,518) $ — Accumulated deficit $ (1,885,581) $ (37,119,087) $ (39,004,668) Total Shareholders’ Equity (Deficit) $ 5,000,010 $ (44,004,045) $ (39,004,035) Balance Sheet as of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 208,257,092 $ 44,742,908 $ 253,000,000 Class A ordinary shares $ 448 $ (448) $ — Additional paid-in capital $ 7,623,373 $ (7,623,373) $ — Accumulated deficit $ (2,624,449) $ (37,119,087) $ (39,743,536) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (44,742,908) $ (39,742,903) Statements of Operations For the Three months ended March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Weighted average shares outstanding, Class A ordinary shares (redeemable) $ 12,087,778 $ 12,087,778 Basic and diluted net income per Class A ordinary shares (redeemable) $ 2.97 $ 2.97 Weighted average shares outstanding, Class B ordinary shares (non redeemable) $ 7,921,054 $ (2,026,887) $ 5,894,167 Basic and diluted net loss per Class B ordinary shares (non redeemable) $ (0.24) $ 0.14 $ (0.10) Statements of Operations For the Three months ending June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Weighted average shares outstanding, Class A ordinary shares (redeemable) $ 25,300,000 $ 25,300,000 Basic and diluted net loss per Class A ordinary shares (redeemable) $ (0.02) $ (0.02) Weighted average shares outstanding, Class B ordinary shares (non redeemable) $ 10,726,807 $ (4,401,807) $ 6,325,000 Basic and diluted net loss per Class B ordinary shares (non redeemable) $ (0.07) $ 0.05 $ (0.02) Statement of Operations For the Six months ended June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Weighted average shares outstanding, Class A ordinary shares (redeemable) $ 18,730,387 $ 18,730,387 Basic and diluted net income per Class A ordinary shares (redeemable) $ 1.88 $ 1.88 Weighted average shares outstanding, Class B ordinary shares (non redeemable) $ 9,386,872 $ (3,276,099) $ 6,110,773 Basic and diluted net loss per Class B ordinary shares (non redeemable) (0.28) 0.17 (0.11) * The “as previously reported” weighted average shares outstanding and basic and diluted net loss per share included Class B shares and Class A shares that were classified to equity. Statement of Changes in Shareholders’ (Deficit) Equity for the Three Months ended March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Sale of 25,300,000 Class A shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 shares subject to redemption, net of underwriting discounts and offering costs $ 208,796,106 $ (208,796,106) $ — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 6,325,000 shares issued and outstanding $ 633 $ — $ 633 Sale of 7,060,000 Private Placement Warrants $ 7,060,000 $ (7,060,000) $ — Class A ordinary shares subject to possible redemption $ (208,995,515) $ 208,995,515 $ — Accretion for Class A ordinary shares subject to redemption amount $ — $ (37,143,454) $ (37,143,454) Additional paid-in capital $ 6,884,518 $ (6,884,518) $ — Accumulated deficit $ (1,885,581) $ (37,119,087) $ (39,004,668) Total Shareholders’ Equity (Deficit) $ 5,000,010 $ (44,004,045) $ (39,004,035) Statement of Changes in Shareholders’ (Deficit) Equity for the Three Months ended June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 738,863 $ (738,863) $ — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 6,325,000 shares issued and outstanding $ 633 $ — $ 633 Additional paid-in capital $ 7,623,373 $ (7,623,373) $ — Accumulated deficit $ (2,624,449) $ (37,119,087) $ (39,743,536) Total Shareholders’ Equity (Deficit) $ 5,000,005 $ (44,742,908) $ (39,742,903) Statement of Cash Flows for the Period from January 1, 2021 through March 31, 2021, Non-Cash Investing and Financing Activities (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ — $ 253,000,000 $ 253,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021, Non-Cash Investing and Financing Activities (unaudited) Initial classification of Class A ordinary shares subject to possible redemption $ 240,641,840 $ 12,358,160 $ 253,000,000 Change in value of Class A ordinary shares subject to redemption $ (32,384,748) $ 32,384,748 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Schedule of Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position to the consolidated statements of cash flows. December 31, 2020 2019 Cash and cash equivalents $ 15,645 $ 11,641 Restricted cash included in prepaid expenses and other current assets — 140 Restricted cash included in restricted deposits 447 416 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 16,092 $ 12,197 | |
Schedule of Property, Plant and Equipment | Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Years Computers and peripheral equipment 3 Office furniture and equipment 5-7 Lease improvements The shorter of the lease term or the useful life of the asset Property and equipment consist of the following: December 31, 2020 2019 Cost: Computers and peripheral equipment $ 1,260 $ 1,083 Office furniture and equipment 633 577 Leasehold improvements 2,162 1,496 4,055 3,156 Accumulated depreciation (1,730) (1,255) Depreciated cost $ 2,325 $ 1,901 | |
Schedule of Finite-Lived Intangible Assets | Amortization is calculated over the estimated useful lives of the assets using straight-line amortization methods: Years Technology 3 Customer relationships 1.5 Intangible assets consist of the following: December 31, 2020 2019 Cost: Technology $ 200 $ 200 Customer relationships 198 198 398 398 Accumulated depreciation (365) (166) Amortized cost $ 33 $ 232 | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table present information about the Company’s financial instruments that are measured at fair value on a recurring basis: September 30, 2021 (Unaudited) Level 1 Level 2 Level 3 Assets: Money market funds $ 11,013 $ — $ — Liabilities: Warrants liability $ — $ — $ 3,690 December 31, 2020 Level 1 Level 2 Level 3 Assets: Money market funds $ 9,009 $ — $ — Liabilities: Warrants liability $ — $ — $ 499 | The following table present information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2020 Level 1 Level 2 Level 3 Assets: Money market funds $ 9,009 $ — $ — Liabilities: Warrants liability $ — $ — $ 499 December 31, 2019 Level 1 Level 2 Level 3 Assets: Money market funds $ 11,001 $ — $ — Liabilities: Warrants liability $ — $ — $ 413 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the fair value of the Warrants liability is summarized below: September 30, December 31 2021 2020 (Unaudited) Beginning of the period $ 499 $ 413 Change in fair value 3,191 86 End of the period $ 3,690 $ 499 | The change in the fair value of the Warrants liability is summarized below: December 31, 2020 2019 Beginning of the year $ 413 $ 389 Change in fair value 86 24 End of the year 499 413 |
Schedules of Concentration of Risk, by Risk Factor | During the nine months ended September 30, 2021 (unaudited) and 2020 (unaudited), one of the Company’s customers accounted for the Company’s total revenues as presented below: Nine months ended September 30, 2021 2020 (Unaudited) (Unaudited) Customer A 8 % 10 % | During the years ended December 31, 2020 and 2019, two of the Company’s customers accounted for approximately 18% and 21%, respectively, of the Company’s total revenues as presented below: Year ended December 31, 2020 2019 Customer A 8 % 11 % Customer B 10 % 10 % 18 % 21 % |
ION Acquisition Corp 2 LTD | ||
Summary of Significant Accounting Policies [Line Items] | ||
Schedule of Shares Reflected in the Condensed Balance Sheets | At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 253,000,000 Less: Proceeds allocated to Public and Private Warrants $ (30,065,074) Class A ordinary shares issuance costs $ (14,138,380) Plus: Proceeds received from issuance of Private Warrants $ 7,060,000 Accretion of carrying value to redemption value $ 37,143,454 Class A ordinary shares subject to possible redemption $ 253,000,000 | |
Schedule of Basic and Diluted Net Income (Loss) per Ordinary Share | The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net loss $ (1,238,910 ) $ (309,728) $ (3,218,079) $ (950,008) Accretion of temporary equity to redemption value $ 37,143,454 Allocation of net income (loss), as adjusted $ (1,238,910 ) $ (309,728) $ 33,925,375 $ (950,008) Denominator: Basic and diluted weighted average shares outstanding $ 25,300,000 $ 6,325,000 $ 20,944,322 $ 6,182,967 Basic and diluted net income (loss) per ordinary share $ (0.05) $ (0.05) $ 1.62 $ (0.15) |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: December 31, 2020 2019 Prepaid expenses $ 862 $ 888 Deposits 30 261 Government authorities 85 226 Other current assets 197 207 Total $ 1,174 $ 1,582 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Years Computers and peripheral equipment 3 Office furniture and equipment 5-7 Lease improvements The shorter of the lease term or the useful life of the asset Property and equipment consist of the following: December 31, 2020 2019 Cost: Computers and peripheral equipment $ 1,260 $ 1,083 Office furniture and equipment 633 577 Leasehold improvements 2,162 1,496 4,055 3,156 Accumulated depreciation (1,730) (1,255) Depreciated cost $ 2,325 $ 1,901 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed: Total value Cash and cash equivalents $ 50 Accounts receivables 417 Other current assets 7 Property and equipment 17 Other non-current assets 39 Total tangible assets 530 Customer relationships 198 Goodwill 4,555 Total asset acquired 5,283 Less: assumed liabilities (283) Net assets acquired $ 5,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments under non-cancelable operating leases as of September 30, 2021 (unaudited), are as follows: Rental of premises Lease of motor vehicles Unaudited Unaudited 2021 $ 653 $ 7 2022 2,299 8 2023 1,801 — 2024 796 — 2025 742 — Total $ 6,291 $ 15 | Future minimum lease commitments under non-cancelable operating leases as of December 31, 2020, are as follows: Year ended December 31, Rental of premises Lease of motor vehicles 2020 $ 2,338 $ 27 2021 2,150 8 2022 1,804 — 2023 799 — 2024 and thereafter 745 — Total $ 7,836 $ 35 |
TEMPORARY EQUITY AND STOCKHOL_2
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | Preferred stocks (temporary equity): Authorized Issued and outstanding Carrying Value Liquidation Preference/Redemption Value December 31, December 31, December 31, December 31, 2020 2019 2020 2019 2020 2019 2020 2019 Series A preferred stocks 8,447,654 8,447,654 8,282,000 8,282,000 $ 2,988,788 $ 2,988,788 3,000,000 3,000,000 Series A-1 preferred stocks 1,588,510 1,588,510 1,588,510 1,588,510 $ 986,529 $ 986,529 1,000,000 1,000,000 Series B preferred stocks 3,103,109 3,103,109 3,103,109 3,103,109 $ 1,500,000 $ 1,500,000 1,500,000 1,500,000 Series B-1 preferred stocks 1,588,511 1,588,511 1,588,511 1,588,511 $ 1,000,000 $ 1,000,000 1,000,000 1,000,000 Series B-2 preferred stocks 10,860,886 10,860,886 10,860,886 10,860,886 $ 6,971,930 $ 6,971,930 7,000,000 7,000,000 Series C preferred stocks 8,553,574 8,663,340 8,310,521 8,310,521 $ 9,445,233 $ 9,445,233 9,500,002 9,500,002 Series D preferred stocks 5,516,001 5,656,659 5,516,001 5,516,001 $ 9,972,537 $ 9,972,537 10,000,001 10,000,001 Series E preferred stocks 6,227,271 6,227,271 6,227,271 6,227,271 $ 15,000,000 $ 15,000,000 15,000,000 15,000,000 Series F preferred stocks 9,628,964 9,628,964 9,628,964 9,628,964 $ 39,131,983 $ 31,835,154 $ 39,131,983 31,835,154 Total 55,514,480 55,514,480 55,105,773 55,105,773 $ 86,997,000 $ 79,700,171 $ 87,131,986 79,835,157 |
Schedule of Stockholders Equity | Stockholders’ deficit: Authorized Issued Outstanding December 31, December 31, December 31, 2020 2019 2020 2019 2020 2019 Stocks of $0.001, par value each: Common stocks 75,254,333 75,254,333 13,602,467 13,373,379 12,170,929 11,941,841 |
Schedule of Shares Reserved for Issuance | The Company has reserved the following shares of common stock for issuance: December 31, 2020 2019 Options outstanding 9,874,369 7,443,587 Options available for future option grants 1,158,017 817,887 Total 11,032,386 8,261,474 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based Payment Arrangement, Option, Activity | A summary of the employees’ stock option activity is as follows: (Unaudited) Number of options Weighted-average exercise price Remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2020 9,112,121 $ 0.49 7.20 $ 3,100 Granted 1,109,750 3.76 Exercised (1,899,793) 0.29 Forfeited (163,330) 1.18 Expired (47,943) 0.79 Outstanding at September 30, 2021 8,110,805 $ 0.97 5.86 $ 65,412 Exercisable at September 30, 2021 4,867,399 $ 0.50 4.50 $ 41,511 A summary of the consultants’ stock option activity under the Plan is as follows: (Unaudited) Number of options Weighted-average exercise price Remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2020 762,248 $ 0.68 6.32 $ 213 Granted 154,502 3.76 Exercised (201,799) 1.67 Forfeited (20,625) 0.82 Outstanding at September 30, 2021 694,326 $ 1.08 6.46 $ 5,523 Exercisable at September 30, 2021 469,659 $ 0.78 5.72 $ 3,876 | A summary of the employees’ stock option activity under the Plan for the years ended December 31, 2020 and 2019 is as follows: Year ended December 31, 2020 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 6,721,339 $ 0.58 7.30 $ 1,758 Granted 3,698,500 0.82 Forfeited (814,952) 0.85 Expired (413,678) 0.55 Exercised (79,088) 0.68 Outstanding at end of year 9,112,121 $ 0.49 7.20 $ 3,100 Exercisable options at end of year 4,567,670 $ 0.50 4.80 $ 2,301 Year ended December 31, 2019 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 5,474,026 $ 0.52 7.42 $ 1,920 Granted 1,765,665 0.85 Forfeited (213,705) 0.82 Expired (144,386) 0.74 Exercised (160,261) 0.62 Outstanding at end of year 6,721,339 $ 0.58 7.30 $ 1,758 Exercisable options at end of year 4,274,687 $ 0.45 6.02 $ 1,725 A summary of the consultants’ stock option activity under the Plan for the years ended December 31, 2020 and 2019 is as follows: Year ended December 31, 2020 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 722,248 $ 0.57 5.30 $ 201 Granted 340,000 0.53 Expired (150,000) 0.16 Exercised (150,000) 0.16 Outstanding at end of year 762,248 $ 0.68 6.32 $ 213 Exercisable options at end of year 491,205 $ 0.65 5.20 $ 170 Year ended December 31, 2019 Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 682,248 $ 0.52 9.50 $ 1,920 Granted 40,000 0.85 Outstanding at end of year 722,248 $ 0.57 5.30 $ 201 Exercisable options at end of year 586,622 $ — 4.56 $ 197 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Year ended December 31, 2020 2019 Expected volatility 79 % 70 % Expected dividends — % — % Expected term (in years) 6.11 6.11 Risk free interest 0.62%-0.82% 1.65%-1.91% | |
Schedule Share Based Compensation Expenses | A summary of the employees’ stock option activity under the Plan for the nine months ending September 30, 2021 (unaudited) and 2020 (unaudited) is as follows: Nine months ended September 30, 2021 2020 Unaudited Unaudited Cost of goods sold $ 34 $ 10 Research and development 319 113 Sales and marketing 400 261 General and administrative 1,285 33 Total $ 2,038 $ 417 | During the years ended December 31, 2020 and 2019, the Company recorded stock-based compensation expenses for the employees as follows: Year ended December 31, 2020 2019 Cost of goods sold $ 11 $ 6 Research and development 121 77 Sales and marketing 196 200 General and administrative 92 43 Total $ 420 $ 326 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Amortization is calculated over the estimated useful lives of the assets using straight-line amortization methods: Years Technology 3 Customer relationships 1.5 Intangible assets consist of the following: December 31, 2020 2019 Cost: Technology $ 200 $ 200 Customer relationships 198 198 398 398 Accumulated depreciation (365) (166) Amortized cost $ 33 $ 232 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liability consist of the following: December 31, 2020 2019 Accrued expenses $ 317 $ 454 Tax payables 126 168 Customer advances 118 83 Accrued lease liability, current portion 391 66 Acquisition liability 126 718 Other current liabilities 77 159 Total $ 1,155 $ 1,648 |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | ||
Schedule of Other Noncurrent Liabilities | Other non-current liabilities consist of the following: September 30, 2021 December 31, Unaudited Accrued lease liability $ 1,102 $ 1,445 Tax provision 1,752 1,699 Total $ 2,854 $ 3,144 | Other non-current liabilities consist of the following: December 31, 2020 2019 Accrued lease liability $ 1,445 $ 299 Uncertain tax position 1,699 915 Total $ 3,144 $ 1,214 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) - ION Acquisition Corp 2 LTD | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and February 16, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, February 16, Assets: Marketable securities held in Trust Account (1)(2) 1 $ 253,042,565 $ 253,000,000 Liabilities: Private Placement Warrants (1) 3 $ 26,192,600 $ 24,812,195 Public Warrants (1) 1 $ 3,447,125 $ 5,252,879 ______________ (1) Measured at fair value on a recurring basis. As of February 16, 2021 the public warrants were classified as Level 3. (2) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. |
Schedule of Key Inputs for Valuation of Private Placement Warrants | The key inputs into the Monte Carlo simulation model for the Public Warrants were as follows at initial measurement: Input February 16, Risk-free interest rate 0.73 % Expected term (years) 5.87 Expected volatility 23.2 % Exercise price $ 11.50 Fair value of Unit $ 10 Fair value of Class A ordinary share $ 9.79 The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows: Input September 30, 2021 February 16, Risk-free interest rate 1.01 % 0.73 % Expected term (years) 5.2 5.87 Expected volatility 46.3 % 42.6 % Exercise price $ 11.50 $ 11.50 Fair value of Unit $ 10.05 $ 10 Fair value of Class A ordinary share $ 9.91 $ 9.79 |
Schedule of Fair Value of Warrants Liability | The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrants Liability Fair value as of February 16, 2021 (initial measurement) $ 24,812,195 $ 5,252,879 $ 30,065,074 Change in fair value 1,380,405 344,746 1,725,151 Transfer to Level 1 $ (5,597,625) $ (5,597,625) Fair value as of September 30, 2021 $ 26,192,600 $ 26,192,600 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income before taxes on income is comprised as follows: Year ended December 31, 2020 2019 Domestic $ 1,241 $ (6,689) Foreign (853) 257 Total income (loss) before income taxes $ 388 $ (6,432) |
Schedule of Components of Income Tax Expense (Benefit) | Income taxes are comprised as follows: Year ended December 31, 2020 2019 Current income tax provision (benefit): Domestic 96 25 Foreign 1,104 877 Total current income tax (benefit) provision 1,200 902 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U. S. statutory income tax rate to the Company’s effective income tax rate for continuing operations is as follows: Year ended December 31, 2020 2019 Income (loss) before income taxes Domestic $ 1,241 $ (6,689) Foreign (853) 257 Total income (loss) before income taxes 388 (6,432) U.S. statutory rate 21 % 21 % Income taxed computed at U. S. federal statutory rate 81 (1,351) Foreign rate differential (155) (52) State and local income taxes 207 (464) Non-deductible expenses 40 114 Share-based compensation 100 98 GILTI — 261 Change in valuation allowance 159 1,661 Tax credits (469) (301) Changes in uncertain tax positions 956 880 Foreign currency adjustment 187 22 Withholding tax 113 73 Other (19) (39) Total income tax provision $ 1,200 $ 902 Effective income tax rate 309 % (14) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and deferred tax liabilities consisted of the following: December 31, 2020 2019 Deferred tax assets Loss carryforwards $ 9,131 $ 9,483 Tax credits 891 587 Interest limitation carryforwards — 79 Accrued expenses 716 512 Share-based compensation 106 87 Fixed assets and intangibles 176 105 Other 164 168 Total deferred tax assets, gross 11,184 11,021 Valuation allowance (11,184) (11,021) Total deferred tax assets, net — — |
Summary of Operating Loss Carryforwards | The Company’s gross NOLs for tax return purposes are as follows: Year ended December 31, 2020 2019 Domestic NOLs (federal) 32,948 34,945 Domestic NOLs (state and local) 29,567 32,611 Foreign NOLs 1,740 241 Total 64,255 67,797 |
Schedule of Unrecognized Tax Benefits Roll Forward | The Company’s unrecognized tax benefits are reconciled as follows: December 31, 2020 2019 Gross unrecognized tax benefits as of January 1 1,438 586 Increases - current year tax positions 935 852 Gross unrecognized tax benefits as of December 31 2,373 1,438 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Schedule of Revenue and Property and Equipment, by Geographical Areas | Revenue by geographical location are as follows: Nine months ended September 30, 2021 2020 Unaudited Unaudited U.S. $ 58,270 $ 41,853 Canada 799 381 APAC 2,182 1,660 EMEA 1,842 940 LATAM 1,231 938 Total $ 64,324 $ 45,772 The Company’s property and equipment, net by geographical location are as follows: September 30, December 31, Unaudited Israel $ 1,593 $ 1,625 U. S. 1,331 595 Rest of the World 374 105 Total $ 3,298 $ 2,325 | Revenue by geographical location are as follows: December 31, 2020 2019 U.S. $ 62,760 $ 50,837 Canada 518 311 APAC 2,636 2,657 EMEA 1,463 1,645 LATAM 1,424 888 Total revenues $ 68,801 $ 56,338 The Company’s property and equipment, net by geographical location are as follows: Year ended December 31, 2020 2019 Israel $ 1,625 $ 997 U. S. 595 760 Rest of the World 105 144 Total $ 2,325 $ 1,901 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Nine months ended September 30, 2021 2020 Unaudited Unaudited Numerator: Net loss $ (3,854) $ (6,118) Accretion of preferred stocks to redemption value (52,993) (3,873) Net loss attributable to common stockholders $ (56,847) $ (9,991) Denominator: Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders 13,157,022 11,973,921 Net loss per stock attributable to common stockholders – basic and diluted $ (4.32) $ (0.83) | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year ended December 31, 2020 2019 Numerator: Net loss (812) (7,334) Accretion of preferred stocks to redemption value (7,297) (2,007) Net loss attributable to common stockholders - basic and diluted $ (8,109) $ (9,341) Denominator: Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders 11,986,185 11,880,295 Net loss per stock attributable to common stockholders – basic and diluted $ (0.68) $ (0.79) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: September 30, 2021 2020 Unaudited Unaudited Preferred stocks 55,105,773 55,105,773 Options outstanding 8,805,131 6,325,006 Warrants outstanding 508,708 508,708 | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year ended December 31, 2020 2019 Preferred stocks 55,105,773 55,105,773 Options outstanding 9,874,369 7,443,587 Warrants outstanding 508,708 508,708 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Oct. 18, 2021 | Jun. 24, 2021 | Feb. 16, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 23, 2021 | Dec. 31, 2019 | Sep. 12, 2019 | Dec. 10, 2012 |
Class of Stock [Line Items] | ||||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Shares issued in transaction (in shares) | 76,874,354 | |||||||||||
Scenario, Plan | Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Anticipated proceeds from pipe investment | $ 200,000 | |||||||||||
ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued (in shares) | 253,000,000 | |||||||||||
Secondary sale amount if cash on hand does not exceed threshold at closing | $ 0 | |||||||||||
Reverse recapitalization, secondary sale amount determination, amount subtracted from cash on hand at closing | 150,000,000 | |||||||||||
Per unit price (in dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||
Transaction costs amounted | $ 14,438,150 | $ 14,438,150 | ||||||||||
Underwriting fees | 5,060,000 | 5,060,000 | ||||||||||
Deferred underwriting fees | 8,855,000 | 8,855,000 | ||||||||||
Initial public offering amount | $ 253,000,000 | |||||||||||
Other offering costs | $ 523,150 | $ 523,150 | ||||||||||
Minimum percentage of trust account required for business combination | 80.00% | 80.00% | ||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||
Percentage of restricted redeeming shares | 20.00% | 20.00% | ||||||||||
Percentage of public shares required to be redeemed if business combination is not completed within specified period | 100.00% | 100.00% | ||||||||||
Redemption price percentage | 100.00% | 100.00% | ||||||||||
Dissolution expenses | $ 100,000 | $ 100,000 | ||||||||||
Public share price (in dollars per share) | $ 10 | $ 10 | ||||||||||
ION Acquisition Corp 2 LTD | Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Additional shares purchased | 200,000 | |||||||||||
Anticipated proceeds from pipe investment | $ 200,000,000 | |||||||||||
Class B ordinary shares | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Ordinary shares, par value (in dollars per share) | 0.0001 | $ 0.1000 | 0.0001 | $ 0.1000 | $ 0.0001 | |||||||
Class A ordinary shares | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Ordinary shares, par value (in dollars per share) | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||
Shares issued in transaction (in shares) | 25,300,000 | |||||||||||
Per unit price (in dollars per share) | $ 12 | $ 12 | ||||||||||
Initial public offering amount | $ 0 | |||||||||||
Class A ordinary shares | ION Acquisition Corp 2 LTD | Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 5,000,000 | |||||||||||
Aggregate value | $ 50,000,000 | |||||||||||
ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Secondary sale amount if cash on hand does not exceed threshold at closing | 0 | |||||||||||
Reverse recapitalization, secondary sale amount determination, amount subtracted from cash on hand at closing | $ 150,000,000 | |||||||||||
Post-Business Combination Company | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of outstanding voting securities | 50.00% | 50.00% | ||||||||||
Dynamo Creative SRL | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of outstanding voting securities | 100.00% | |||||||||||
Net tangible assets | $ 17,000 | |||||||||||
IPO | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued (in shares) | 25,300,000 | |||||||||||
Shares issued in transaction (in shares) | 25,300,000 | 25,300,000 | ||||||||||
Per unit price (in dollars per share) | $ 10 | $ 10 | ||||||||||
IPO | Class A ordinary shares | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued (in shares) | 25,300,000 | |||||||||||
Per unit price (in dollars per share) | $ 10 | $ 10 | ||||||||||
Over-Allotment Option | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued (in shares) | 3,300,000 | |||||||||||
Shares issued in transaction (in shares) | 3,300,000 | 3,300,000 | ||||||||||
Per unit price (in dollars per share) | $ 10 | $ 10 | ||||||||||
Gross proceeds | $ 253,000,000 | |||||||||||
Private Placement | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 7,060,000 | 7,060,000,000 | 7,060,000 | |||||||||
Per unit price (in dollars per share) | $ 1 | $ 1 | ||||||||||
Aggregate value | $ 7,060,000 | |||||||||||
Gross proceeds from private placement | $ 7,060,000 | $ 7,060,000 | ||||||||||
Subscription Agreements | Scenario, Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 15,000,000 | |||||||||||
Per unit price (in dollars per share) | $ 10 | |||||||||||
Subscription Agreements | Class A ordinary shares | ION Acquisition Corp 2 LTD | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | 15,000,000 | |||||||||||
Per unit price (in dollars per share) | $ 10 | |||||||||||
Aggregate value | $ 150,000,000 | |||||||||||
New Subscription Agreements | Scenario, Plan | Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Additional shares issuable (shares) | 5,000,000 | |||||||||||
Aggregate value | $ 50,000 | |||||||||||
New Subscription Agreements | Scenario, Plan | Subsequent Event | Affiliated Entity | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Additional shares issuable (shares) | 200,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Narrative (Details) - ION Acquisition Corp 2 LTD - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net tangible assets (less than) | $ 5,000,001 | |
Class A ordinary shares | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Redemption price (in dollars per share) | $ 10 | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Schedule of Revision on Financial Statement) (Details) - USD ($) | Jun. 24, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 23, 2021 | Nov. 23, 2020 | Dec. 31, 2018 | Dec. 10, 2012 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | $ 86,997,000 | $ 139,990,000 | $ 139,990,000 | $ 83,573,000 | $ 86,997,000 | $ 79,700,000 | $ 48,001,000 | |||||||||||
Common stock, value | 12,000 | 14,000 | 14,000 | 12,000 | 12,000 | |||||||||||||
Additional paid-in capital | 0 | 0 | 3,048,000 | |||||||||||||||
Accumulated deficit | (48,113,000) | (101,769,000) | (101,769,000) | (48,113,000) | (44,218,000) | |||||||||||||
Total Shareholders’ (Deficit) Equity | $ (49,730,000) | $ (103,384,000) | $ (103,384,000) | $ (51,787,000) | $ (49,730,000) | $ (42,787,000) | $ (33,923,000) | |||||||||||
Weighted average shares outstanding, basic (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 | ||||||||||||||
Weighted average shares outstanding, diluted (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 | ||||||||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (4.32) | $ (0.83) | $ (0.68) | $ (0.79) | ||||||||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | (4.32) | $ (0.83) | (0.68) | (0.79) | ||||||||||||||
Shares issued in transaction (in shares) | 76,874,354 | |||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Ordinary shares, shares authorized (in shares) | 75,254,333 | 75,254,333 | 75,254,333 | 75,254,333 | 75,254,333 | |||||||||||||
Shares subject to redemption (in shares) | 55,105,773 | 55,105,773 | 55,105,773 | 55,105,773 | 55,105,773 | |||||||||||||
Ordinary shares, shares issued (in shares) | 13,602,467 | 15,704,059 | 15,704,059 | 13,602,467 | 13,373,379 | |||||||||||||
Ordinary shares, shares outstanding (in shares) | 12,170,929 | 14,272,521 | 14,272,521 | 12,170,929 | 11,941,841 | |||||||||||||
ION Acquisition Corp 2 LTD | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | $ 253,000,000 | $ 0 | $ 253,000,000 | $ 253,000,000 | $ 253,000,000 | $ 253,000,000 | $ 253,000,000 | $ 0 | ||||||||||
Sale of 25,300,000 Class A shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 shares subject to redemption, net of underwriting discounts and offering costs | 253,000,000 | |||||||||||||||||
Additional paid-in capital | 24,367 | 0 | 0 | 0 | 0 | 24,367 | ||||||||||||
Accumulated deficit | (37,423,857) | (5,000) | (41,292,174) | (39,743,536) | (39,004,668) | (39,743,536) | (41,292,174) | (5,000) | ||||||||||
Total Shareholders’ (Deficit) Equity | (37,423,224) | $ 20,000 | (41,291,541) | (39,742,903) | (39,004,035) | (39,742,903) | (41,291,541) | 20,000 | $ 0 | |||||||||
Weighted average shares outstanding, basic (in shares) | [1] | 5,500,000 | ||||||||||||||||
Weighted average shares outstanding, diluted (in shares) | 5,500,000 | |||||||||||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ 0 | |||||||||||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ 0 | |||||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | $ 253,000,000 | 253,000,000 | $ 253,000,000 | |||||||||||||||
Change in value of Class A ordinary shares subject to redemption | 0 | |||||||||||||||||
ION Acquisition Corp 2 LTD | Private Placement | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Shares issued in transaction (in shares) | 7,060,000 | 7,060,000,000 | 7,060,000 | |||||||||||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | $ 253,000,000 | $ 0 | $ 0 | $ 0 | $ 253,000,000 | |||||||||||||
Common stock, value | $ 0 | $ 0 | ||||||||||||||||
Sale of 25,300,000 Class A shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 shares subject to redemption, net of underwriting discounts and offering costs | 0 | |||||||||||||||||
Sale of 7,060,000 Private Placement Warrants | 0 | |||||||||||||||||
Accretion of temporary equity to redemption value | (37,143,454) | $ 37,143,454 | ||||||||||||||||
Additional paid-in capital | 0 | |||||||||||||||||
Accumulated deficit | (39,004,668) | |||||||||||||||||
Total Shareholders’ (Deficit) Equity | $ (39,004,035) | |||||||||||||||||
Weighted average shares outstanding, basic (in shares) | 25,300,000 | 25,300,000 | 12,087,778 | 18,730,387 | 20,944,322 | |||||||||||||
Weighted average shares outstanding, diluted (in shares) | 25,300,000 | 25,300,000 | 12,087,778 | 18,730,387 | 20,944,322 | |||||||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.02) | $ 2.97 | $ 1.88 | $ 1.62 | |||||||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | (0.05) | $ (0.02) | $ 2.97 | $ 1.88 | 1.62 | |||||||||||||
Shares issued in transaction (in shares) | 25,300,000 | |||||||||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||
Shares subject to redemption (in shares) | 25,300,000 | |||||||||||||||||
Ordinary shares, shares issued (in shares) | 0 | 25,300,000 | 25,300,000 | 0 | ||||||||||||||
Ordinary shares, shares outstanding (in shares) | 0 | 25,300,000 | 25,300,000 | 0 | ||||||||||||||
ION Acquisition Corp 2 LTD | Class B ordinary shares | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Common stock, value | $ 633 | [2] | $ 633 | $ 633 | $ 633 | $ 633 | $ 633 | $ 633 | [2] | |||||||||
Weighted average shares outstanding, basic (in shares) | 6,325,000 | 6,325,000 | 5,894,167 | 6,110,773 | 6,182,967 | |||||||||||||
Weighted average shares outstanding, diluted (in shares) | 6,325,000 | 6,325,000 | 5,894,167 | 6,110,773 | 6,182,967 | |||||||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.10) | $ (0.11) | $ (0.15) | |||||||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | (0.05) | (0.02) | (0.10) | (0.11) | (0.15) | |||||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.1000 | $ 0.1000 | $ 0.1000 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000,000 | 50,000,000,000 | 50,000,000,000 | 50,000,000 | 50,000,000 | |||||||||||
Ordinary shares, shares issued (in shares) | 6,325,000 | 6,325,000 | 6,325,000,000 | 6,325,000,000 | 6,325,000,000 | 6,325,000 | 6,325,000 | |||||||||||
Ordinary shares, shares outstanding (in shares) | 6,325,000 | 6,325,000 | 6,325,000,000 | 6,325,000,000 | 6,325,000,000 | 6,325,000 | 6,325,000 | |||||||||||
ION Acquisition Corp 2 LTD | As Previously Reported | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | 210,576,766 | $ 208,257,092 | $ 208,995,955 | $ 208,257,092 | ||||||||||||||
Common stock, value | 424 | 448 | 440 | 448 | ||||||||||||||
Additional paid-in capital | 5,303,723 | 7,623,373 | 6,884,518 | 7,623,373 | ||||||||||||||
Accumulated deficit | (304,770) | (2,624,449) | (1,885,581) | (2,624,449) | ||||||||||||||
Total Shareholders’ (Deficit) Equity | 5,000,010 | 5,000,005 | 5,000,010 | 5,000,005 | ||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 0 | 240,641,840 | ||||||||||||||||
Change in value of Class A ordinary shares subject to redemption | (32,384,748) | |||||||||||||||||
ION Acquisition Corp 2 LTD | As Previously Reported | Class A ordinary shares | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | 738,863 | (208,995,515) | 738,863 | |||||||||||||||
Sale of 25,300,000 Class A shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 shares subject to redemption, net of underwriting discounts and offering costs | 208,796,106 | |||||||||||||||||
Sale of 7,060,000 Private Placement Warrants | 7,060,000 | |||||||||||||||||
Accretion of temporary equity to redemption value | 0 | |||||||||||||||||
Additional paid-in capital | 6,884,518 | |||||||||||||||||
Accumulated deficit | (1,885,581) | |||||||||||||||||
Total Shareholders’ (Deficit) Equity | 5,000,010 | |||||||||||||||||
ION Acquisition Corp 2 LTD | As Previously Reported | Class B ordinary shares | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Common stock, value | $ 633 | $ 633 | $ 633 | |||||||||||||||
Weighted average shares outstanding, basic (in shares) | 10,726,807 | 7,921,054 | 9,386,872 | |||||||||||||||
Weighted average shares outstanding, diluted (in shares) | 10,726,807 | 7,921,054 | 9,386,872 | |||||||||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.07) | $ (0.24) | $ (0.28) | |||||||||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (0.07) | $ (0.24) | $ (0.28) | |||||||||||||||
ION Acquisition Corp 2 LTD | Adjustment | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | 42,423,234 | $ 44,742,908 | $ 44,004,045 | $ 44,742,908 | ||||||||||||||
Common stock, value | (424) | (448) | (440) | (448) | ||||||||||||||
Additional paid-in capital | (5,303,723) | (7,623,373) | (6,884,518) | (7,623,373) | ||||||||||||||
Accumulated deficit | (37,119,087) | (37,119,087) | (37,119,087) | (37,119,087) | ||||||||||||||
Total Shareholders’ (Deficit) Equity | $ (42,423,234) | (44,742,908) | (44,004,045) | (44,742,908) | ||||||||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 253,000,000 | 12,358,160 | ||||||||||||||||
Change in value of Class A ordinary shares subject to redemption | 32,384,748 | |||||||||||||||||
ION Acquisition Corp 2 LTD | Adjustment | Class A ordinary shares | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Class A ordinary shares subject to possible redemption | $ (738,863) | 208,995,515 | $ (738,863) | |||||||||||||||
Sale of 25,300,000 Class A shares, $0.0001 par value; 500,000,000 shares authorized; 25,300,000 shares subject to redemption, net of underwriting discounts and offering costs | (208,796,106) | |||||||||||||||||
Sale of 7,060,000 Private Placement Warrants | (7,060,000) | |||||||||||||||||
Accretion of temporary equity to redemption value | (37,143,454) | |||||||||||||||||
Additional paid-in capital | (6,884,518) | |||||||||||||||||
Accumulated deficit | (37,119,087) | |||||||||||||||||
Total Shareholders’ (Deficit) Equity | $ (44,004,045) | |||||||||||||||||
Weighted average shares outstanding, basic (in shares) | 25,300,000 | 12,087,778 | 18,730,387 | |||||||||||||||
Weighted average shares outstanding, diluted (in shares) | 25,300,000 | 12,087,778 | 18,730,387 | |||||||||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.02) | $ 2.97 | $ 1.88 | |||||||||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (0.02) | $ 2.97 | $ 1.88 | |||||||||||||||
ION Acquisition Corp 2 LTD | Adjustment | Class B ordinary shares | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Common stock, value | $ 0 | $ 0 | $ 0 | |||||||||||||||
Weighted average shares outstanding, basic (in shares) | (4,401,807) | (2,026,887) | (3,276,099) | |||||||||||||||
Weighted average shares outstanding, diluted (in shares) | (4,401,807) | (2,026,887) | (3,276,099) | |||||||||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ 0.05 | $ 0.14 | $ 0.17 | |||||||||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ 0.05 | $ 0.14 | $ 0.17 | |||||||||||||||
[1] | Excluded an aggregate of up to 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 founder shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization (see Note 3). | |||||||||||||||||
[2] | Included an aggregate of up to 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 founder shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization (see Note 3). |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 30, 2020USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Feb. 16, 2021USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2018USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||||||
Unrecognized tax benefits | $ 2,373,000 | $ 1,438,000 | $ 586,000 | ||||||
Taxes on income | $ (829,000) | $ (899,000) | 1,200,000 | 902,000 | |||||
Goodwill impairment | 0 | 0 | |||||||
Intangible asset impairment | $ 0 | $ 0 | |||||||
Severance costs | $ 600,000 | $ 579,000 | |||||||
Ad serving services | 96.50% | 96.90% | |||||||
Product Concentration Risk | Revenue Benchmark | Ad Services | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 93.80% | 97.00% | |||||||
Product Concentration Risk | Revenue Benchmark | Creative Services | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 4.80% | 2.30% | |||||||
Customer Concentration Risk | Revenue Benchmark | Two Customers | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 18.00% | 21.00% | |||||||
Software and Software Development Costs | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Useful lives (in years) | 3 years | ||||||||
Capitalization cost | $ 1,049,000 | ||||||||
Employee Severance | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Number of employee deposit, percent | 8.33% | ||||||||
Postemployment Retirement Benefits | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Maximum annual contributions per employee, percent | 4.00% | 4.00% | |||||||
Defined contribution plan, cost | $ 705,000 | $ 569,000 | |||||||
Fair Value, Recurring | Warrants Liability | Measurement Input, Risk Free Interest Rate | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Warrant measurement input | 0.0007 | 0.001 | 0.012 | ||||||
Fair Value, Recurring | Warrants Liability | Measurement Input, Price Volatility | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Warrant measurement input | 0.70 | 0.75 | 0.70 | ||||||
Geographic Distribution, Foreign | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Weighted average interest rate | 0.01% | 0.03% | |||||||
Paycheck Protection Program | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Unsecured debt | $ 3,516,000 | ||||||||
Notes payable | $ 3,012,000 | ||||||||
Series A preferred stocks | Fair Value, Recurring | Warrants Liability | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Expiration term of warrant (in years) | 9 months 18 days | 1 year 7 months 6 days | |||||||
Series C preferred stocks | Fair Value, Recurring | Warrants Liability | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Expiration term of warrant (in years) | 7 months 6 days | 1 year 6 months | 2 years 6 months | ||||||
SSIG | Grant Agreement | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Related party transaction | $ 504,000 | $ 504,000 | |||||||
Affiliated Entity | SSIG | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Proceeds from grant | $ 504,000 | ||||||||
ION Acquisition Corp 2 LTD | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Deferred offering costs | $ 8,855,000 | 140,778 | $ 14,438,150 | ||||||
Offering costs | 165,778 | $ 14,438,150 | |||||||
Unrecognized tax benefits | 0 | $ 0 | |||||||
Unrecognized tax benefits, interest | $ 0 | 0 | |||||||
Unrecognized tax benefits, penalties | 0 | 0 | |||||||
Taxes on income | $ 0 | $ 0 | |||||||
Expiration term of warrant (in years) | 5 years | 5 years | |||||||
ION Acquisition Corp 2 LTD | Class B ordinary shares | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Shares subject to forfeiture (in shares) | shares | 825,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Shares Reflected in Balance Sheet) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Plus: | ||||||||
Class A ordinary shares subject to possible redemption | $ 139,990,000 | $ 86,997,000 | $ 83,573,000 | $ 79,700,000 | $ 48,001,000 | |||
ION Acquisition Corp 2 LTD | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Proceeds from sale of Units, net of issuance costs | 247,940,000 | |||||||
Less: | ||||||||
Class A ordinary shares issuance costs | (179,561) | |||||||
Plus: | ||||||||
Proceeds from sale of Private Placement Warrants | 7,060,000 | |||||||
Class A ordinary shares subject to possible redemption | $ 253,000,000 | 253,000,000 | $ 253,000,000 | $ 253,000,000 | $ 0 | |||
ION Acquisition Corp 2 LTD | Class A ordinary shares | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Proceeds from sale of Units, net of issuance costs | 253,000,000 | |||||||
Less: | ||||||||
Proceeds allocated to Public and Private Warrants | (30,065,074) | |||||||
Class A ordinary shares issuance costs | (14,138,380) | |||||||
Plus: | ||||||||
Proceeds from sale of Private Placement Warrants | 7,060,000 | |||||||
Accretion of temporary equity to redemption value | (37,143,454) | 37,143,454 | ||||||
Class A ordinary shares subject to possible redemption | $ 0 | $ 253,000,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Basic and Diluted Net Loss Per Ordinary Share) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Numerator: | ||||||||||
Allocation of net loss | $ (3,854,000) | $ (6,118,000) | $ (812,000) | $ (7,334,000) | ||||||
Net loss attributable to common stockholders, basic | (56,847,000) | (9,991,000) | (8,109,000) | (9,341,000) | ||||||
Net loss attributable to common stockholders, diluted | $ (56,847,000) | $ (9,991,000) | $ (8,109,000) | $ (9,341,000) | ||||||
Denominator: | ||||||||||
Weighted average shares outstanding, basic (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 | ||||||
Weighted average shares outstanding, diluted (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 | ||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (4.32) | $ (0.83) | $ (0.68) | $ (0.79) | ||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (4.32) | $ (0.83) | $ (0.68) | $ (0.79) | ||||||
ION Acquisition Corp 2 LTD | ||||||||||
Numerator: | ||||||||||
Allocation of net loss | $ (5,000) | $ (1,548,638) | $ (738,868) | $ (1,880,581) | $ (4,168,087) | |||||
Denominator: | ||||||||||
Weighted average shares outstanding, basic (in shares) | [1] | 5,500,000 | ||||||||
Weighted average shares outstanding, diluted (in shares) | 5,500,000 | |||||||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ 0 | |||||||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ 0 | |||||||||
ION Acquisition Corp 2 LTD | Class A | ||||||||||
Numerator: | ||||||||||
Allocation of net loss | (1,238,910) | (3,218,079) | ||||||||
Accretion of temporary equity to redemption value | $ (37,143,454) | 37,143,454 | ||||||||
Net loss attributable to common stockholders, basic | (1,238,910) | 33,925,375 | ||||||||
Net loss attributable to common stockholders, diluted | $ (1,238,910) | $ 33,925,375 | ||||||||
Denominator: | ||||||||||
Weighted average shares outstanding, basic (in shares) | 25,300,000 | 25,300,000 | 12,087,778 | 18,730,387 | 20,944,322 | |||||
Weighted average shares outstanding, diluted (in shares) | 25,300,000 | 25,300,000 | 12,087,778 | 18,730,387 | 20,944,322 | |||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.02) | $ 2.97 | $ 1.88 | $ 1.62 | |||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.02) | $ 2.97 | $ 1.88 | $ 1.62 | |||||
ION Acquisition Corp 2 LTD | Class B | ||||||||||
Numerator: | ||||||||||
Allocation of net loss | $ (309,728) | $ (950,008) | ||||||||
Net loss attributable to common stockholders, basic | (309,728) | (950,008) | ||||||||
Net loss attributable to common stockholders, diluted | $ (309,728) | $ (950,008) | ||||||||
Denominator: | ||||||||||
Weighted average shares outstanding, basic (in shares) | 6,325,000 | 6,325,000 | 5,894,167 | 6,110,773 | 6,182,967 | |||||
Weighted average shares outstanding, diluted (in shares) | 6,325,000 | 6,325,000 | 5,894,167 | 6,110,773 | 6,182,967 | |||||
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.10) | $ (0.11) | $ (0.15) | |||||
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.10) | $ (0.11) | $ (0.15) | |||||
[1] | Excluded an aggregate of up to 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 founder shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization (see Note 3). |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Restrictions on Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Cash and cash equivalents | $ 14,472 | $ 15,645 | $ 17,976 | $ 11,641 | |
Restricted cash in restricted deposits | 445 | 418 | |||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 14,917 | 16,092 | $ 18,394 | 12,197 | $ 3,610 |
Prepaid Expenses and Other Current Assets | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash in restricted deposits | 0 | 140 | |||
Restricted Deposits | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash in restricted deposits | $ 447 | $ 416 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computers and peripheral equipment | |
Property, Plant and Equipment [Line Items] | |
Years | 3 years |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Years | 5 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Years | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Finite-Lived Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Years | 3 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Years | 1 year 6 months |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Level 1 | |||
Assets: | |||
Money market funds | $ 11,013 | $ 9,009 | $ 11,001 |
Liabilities: | |||
Warrants liability | 0 | 0 | 0 |
Level 2 | |||
Assets: | |||
Money market funds | 0 | 0 | 0 |
Liabilities: | |||
Warrants liability | 0 | 0 | 0 |
Level 3 | |||
Assets: | |||
Money market funds | 0 | 0 | 0 |
Liabilities: | |||
Warrants liability | $ 3,690 | $ 499 | $ 413 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation) (Details) - Fair Value, Recurring - Warrants Liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning of the period | $ 499 | $ 413 | $ 389 |
Change in fair value | 3,191 | 86 | 24 |
End of the period | $ 3,690 | $ 499 | $ 413 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Concentration Risk) (Details) - Revenue Benchmark - Customer Concentration Risk | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 8.00% | 10.00% | 8.00% | 11.00% |
Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jun. 24, 2021 | Feb. 16, 2021 | Feb. 16, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in shares) | 76,874,354 | |||||
ION Acquisition Corp 2 LTD | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Initial public offering per share (in dollars per share) | $ 10 | $ 10 | $ 10 | |||
Number of common shares per unit issued (in shares) | 1 | 1 | ||||
IPO | ION Acquisition Corp 2 LTD | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in shares) | 25,300,000 | 25,300,000 | ||||
Initial public offering per share (in dollars per share) | $ 10 | $ 10 | ||||
Number of common shares per unit issued (in shares) | 1 | 1 | ||||
Over-Allotment Option | ION Acquisition Corp 2 LTD | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in shares) | 3,300,000 | 3,300,000 | ||||
Initial public offering per share (in dollars per share) | $ 10 | $ 10 | ||||
Class A ordinary shares | ION Acquisition Corp 2 LTD | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in shares) | 25,300,000 | |||||
Initial public offering per share (in dollars per share) | $ 12 | $ 12 | ||||
Number of common shares per unit issued (in shares) | 1 | 1 | ||||
Initial public offering per share (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Class A ordinary shares | IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of common share purchase warrants, per unit issued (in shares) | 0.125 | 0.125 | ||||
Class A ordinary shares | IPO | ION Acquisition Corp 2 LTD | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Initial public offering per share (in dollars per share) | $ 10 | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jun. 24, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | Feb. 16, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued in transaction (in shares) | 76,874,354 | ||||
ION Acquisition Corp 2 LTD | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price, amount | $ 7,060,000 | ||||
Number of common shares per unit issued (in shares) | 1 | ||||
Private Placement | ION Acquisition Corp 2 LTD | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued in transaction (in shares) | 7,060,000 | 7,060,000,000 | 7,060,000 | ||
Stock price (in dollars per share) | $ 1 | ||||
Number of common shares per unit issued (in shares) | 1 | ||||
Exercise price per share (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 24, 2021 | Feb. 16, 2021 | Jan. 14, 2021 | Feb. 16, 2021 | Jan. 26, 2021 | Dec. 31, 2020 | May 30, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Dec. 01, 2020 |
Related Party Transaction [Line Items] | ||||||||||||||
Notes receivable, related parties | $ 1,199,000 | |||||||||||||
Shares issued in transaction (in shares) | 76,874,354 | |||||||||||||
SSIG | Grant Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction | $ 504,000 | $ 504,000 | ||||||||||||
ION Acquisition Corp 2 LTD | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued to cover IPO costs | $ 253,000,000 | |||||||||||||
Share issued to cover IPO costs (in shares) | 253,000,000 | |||||||||||||
Initial public offering per share (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||
ION Acquisition Corp 2 LTD | Over-Allotment Option | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share issued to cover IPO costs (in shares) | 3,300,000 | |||||||||||||
Initial public offering per share (in dollars per share) | $ 10 | $ 10 | ||||||||||||
Shares issued in transaction (in shares) | 3,300,000 | 3,300,000 | ||||||||||||
ION Acquisition Corp 2 LTD | Related Party Loans | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Converted amount | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Sale of price per share (in dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | 1 | |||||||||
ION Acquisition Corp 2 LTD | Related Party Loans | Working Capital Loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Long-term debt | $ 0 | $ 0 | $ 0 | |||||||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued to cover IPO costs | $ 0 | |||||||||||||
Initial public offering per share (in dollars per share) | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | |||||||||
Shares issued in transaction (in shares) | 25,300,000 | |||||||||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | Forward Purchase Agreements | Over-Allotment Option | Forward Contracts | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Initial public offering per share (in dollars per share) | $ 10 | |||||||||||||
Shares issued in transaction (in shares) | 5,000,000 | |||||||||||||
Aggregate value | $ 50,000,000 | |||||||||||||
ION Acquisition Corp 2 LTD | Sponsor | Founder Shares | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share capitalization (in shares) | 575,000 | |||||||||||||
Founder shares issued and outstanding (in shares) | 6,325,000 | |||||||||||||
Forfeiture of founder shares (in shares) | 825,000 | |||||||||||||
Subject to forfeited (in shares) | 825,000 | |||||||||||||
ION Acquisition Corp 2 LTD | Sponsor | Founder Shares | Over-Allotment Option | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Subject to forfeited (in shares) | 0 | |||||||||||||
Issued and outstanding shares percentage after initial public offering percentage | 20.00% | |||||||||||||
ION Acquisition Corp 2 LTD | Sponsor | Promissory Note - Related Party | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes receivable, related parties | $ 300,000 | |||||||||||||
Promissory note, outstanding | $ 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | ||||||||||
ION Acquisition Corp 2 LTD | Sponsor | Administrative Services Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Monthly service fee amount | 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||||||
Administrative services | 30,000 | 70,000 | ||||||||||||
Accounts payable, related parties | $ 10,000 | $ 10,000 | 10,000 | |||||||||||
ION Acquisition Corp 2 LTD | Sponsor | Class B ordinary shares | Founder Shares | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued to cover IPO costs | $ 25,000 | $ 25,000 | ||||||||||||
Share issued to cover IPO costs (in shares) | 5,750,000 | 5,750,000 |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 862 | $ 888 | |
Deposits | 30 | 261 | |
Government authorities | 85 | 226 | |
Other current assets | 197 | 207 | |
Total | $ 1,966 | $ 1,174 | $ 1,582 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 4,055 | $ 3,156 | |
Accumulated depreciation | (1,730) | (1,255) | |
Depreciated cost | 2,325 | 1,901 | $ 3,298 |
Depreciation | 531 | 332 | |
Computers and peripheral equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 1,260 | 1,083 | |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 633 | 577 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 2,162 | $ 1,496 |
BUSINESS COMBINATION (Narrative
BUSINESS COMBINATION (Narrative) (Details) - Dynamo Creative SRL $ in Thousands | Sep. 12, 2019USD ($)installment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||
Total consideration | $ 5,000 | ||
Number of Installments | installment | 3 | ||
Remaining amounts payable | $ 126 | $ 718 | |
Acquisition related costs | 213 | ||
Revenue of acquiree since acquisition date | 273 | 549 | |
Net losses | $ 2,581 | $ 351 | |
Closing Date | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 4,250 | ||
To Be Paid Within 45 Days | |||
Business Acquisition [Line Items] | |||
Total consideration | 250 | ||
To Be Paid Within 15 Months After Closing Date | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 500 |
BUSINESS COMBINATION (Fair Valu
BUSINESS COMBINATION (Fair Values of the Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 12, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,555 | $ 4,555 | $ 4,555 | |
Dynamo Creative SRL | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 50 | |||
Accounts receivables | 417 | |||
Other current assets | 7 | |||
Property and equipment | 17 | |||
Other non-current assets | 39 | |||
Total tangible assets | 530 | |||
Customer relationships | 198 | |||
Goodwill | 4,555 | |||
Total asset acquired | 5,283 | |||
Less: assumed liabilities | (283) | |||
Net assets acquired | $ 5,000 |
CREDIT LINE AND OTHER BORROWI_2
CREDIT LINE AND OTHER BORROWINGS (Details) | Sep. 30, 2021USD ($) | Dec. 29, 2020USD ($) | Nov. 30, 2019USD ($) | Sep. 01, 2018USD ($) | Apr. 07, 2017USD ($) | Jun. 30, 2021USD ($) | May 30, 2020USD ($) | Apr. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 26, 2018USD ($) | Dec. 25, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2016USD ($) | Dec. 31, 2015USD ($) |
Affiliated Entity | SSIG | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Proceeds from grant | $ 504,000 | |||||||||||||||||
Paycheck Protection Program | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Proceeds from unsecured loan | $ 3,516,000 | |||||||||||||||||
Repayment of unsecured loan | $ 504,000 | |||||||||||||||||
Debt related interest expense | $ 197,000 | $ 218,000 | $ 328,000 | $ 298,000 | ||||||||||||||
Paycheck Protection Program | Unsecured Debt | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Proceeds from unsecured loan | $ 3,516,000 | |||||||||||||||||
Repayment of unsecured loan | $ 3,012,000 | |||||||||||||||||
Paycheck Protection Program | Subsequent Event | Unsecured Debt | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Repayment of unsecured loan | $ 3,012,000 | |||||||||||||||||
Line of Credit | Initial Credit Agreement | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit maximum borrowing capacity | $ 6,500,000 | |||||||||||||||||
Line of Credit | Amended Credit Agreement Maturing October 2018 | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||
Proceeds from line of credit | $ 5,000,000 | |||||||||||||||||
Line of credit outstanding | $ 5,000,000 | |||||||||||||||||
Line of Credit | Amended Credit Agreement Maturing October 2018 | Prime Rate | Minimum | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument, variable rate | 0.75% | 0.75% | 0.75% | 0.75% | ||||||||||||||
Line of Credit | Amended Credit Agreement Maturing October 2018 | Prime Rate | Maximum | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument, variable rate | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||||
Line of Credit | Amended Credit Agreement Maturing December 2020 | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit maximum borrowing capacity | $ 12,000,000 | |||||||||||||||||
Proceeds from line of credit | $ 1,000,000 | 12,000,000 | ||||||||||||||||
Line of credit outstanding | 6,000,000 | $ 6,000,000 | ||||||||||||||||
Repayment of line of credit | $ 6,000,000 | $ 6,000,000 | ||||||||||||||||
Line of Credit | Amended Credit Agreement Maturing December 2022 | ||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||
Line of credit maximum borrowing capacity | $ 15,000,000 | |||||||||||||||||
Line of credit outstanding | $ 6,000,000 | $ 6,000,000 | ||||||||||||||||
Debt covenant, adjusted quick ratio | 1.20 | 1.20 | 1.20 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 24, 2021USD ($)$ / sharesshares | Mar. 31, 2021$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2021$ / sharesshares | Jun. 30, 2021$ / shares | Jun. 23, 2021$ / shares | Feb. 16, 2021$ / shares | Dec. 10, 2012$ / shares |
Commitments and Contingencies [Line Items] | |||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Shares issued in transaction (in shares) | shares | 76,874,354 | ||||||||||
Operating lease expense | $ | $ 1,532,000 | $ 1,820,000 | $ 2,215,000 | $ 2,474,000 | |||||||
Bank guarantees | $ | $ 251,000 | $ 251,000 | |||||||||
Subsidiaries | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Shares of subsidiary pledged | shares | 65,000 | 65,000 | |||||||||
Forecast | Common Stock | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Recapitalization exchange ratio | 1 | ||||||||||
Forecast | Warrant | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Recapitalization exchange ratio | 1 | ||||||||||
Forecast | Class A ordinary shares | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Number of securities called by each warrant (in shares) | shares | 1 | ||||||||||
Forecast | Company Domesticated Common Stock | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Number of securities called by each warrant (in shares) | shares | 1 | ||||||||||
ION Acquisition Corp 2 LTD | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Deferred fee per unit (in dollar per share) | $ 0.35 | $ 0.35 | |||||||||
Deferred fee aggregate amount | $ | $ 8,855,000 | $ 8,855,000 | |||||||||
Closing condition, minimum net tangible asset requirement | $ | $ 5,000,001 | ||||||||||
Closing condition, cash acquired through reverse recapitalization, minimum | $ | $ 250,000,000 | ||||||||||
Merger agreement termination terms, number of business days following registration statement effective date to obtain stockholder approval | 5 days | ||||||||||
Per unit price (in dollars per share) | $ 10 | $ 10 | |||||||||
Reverse recapitalization, secondary sale amount determination, amount subtracted from cash on hand at closing | $ | $ 150,000,000 | ||||||||||
Secondary sale amount determination, threshold cash on hand at closing | $ | 150,000,000 | ||||||||||
Secondary sale amount if cash on hand does not exceed threshold at closing | $ | $ 0 | ||||||||||
ION Acquisition Corp 2 LTD | Class B ordinary shares | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.1000 | $ 0.0001 | 0.0001 | $ 0.1000 | $ 0.0001 | ||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | |||||||
Shares issued in transaction (in shares) | shares | 25,300,000 | ||||||||||
Per unit price (in dollars per share) | $ 12 | $ 12 | |||||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | Subscription Agreements | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Shares issued in transaction (in shares) | shares | 15,000,000 | ||||||||||
Per unit price (in dollars per share) | $ 10 | ||||||||||
Aggregate value | $ | $ 150,000,000 | ||||||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | Forward Purchase Agreements | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Shares issued in transaction (in shares) | shares | 5,000,000 | ||||||||||
Per unit price (in dollars per share) | $ 10 | ||||||||||
Aggregate value | $ | $ 50,000,000 | ||||||||||
ION Acquisition Corp 2 LTD | Forecast | Common Stock | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Recapitalization exchange ratio | 1 | ||||||||||
ION Acquisition Corp 2 LTD | Forecast | Warrant | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Recapitalization exchange ratio | 1 | ||||||||||
ION Acquisition Corp 2 LTD | Forecast | Class B ordinary shares | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||||||||
ION Acquisition Corp 2 LTD | Forecast | Class A ordinary shares | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||||||||
Number of securities called by each warrant (in shares) | shares | 1 | ||||||||||
Exercise price per share (in dollars per share) | $ 11.50 | ||||||||||
ION Acquisition Corp 2 LTD | Forecast | Company Domesticated Common Stock | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Number of securities called by each warrant (in shares) | shares | 1 | ||||||||||
Israeli Subsidiary | |||||||||||
Commitments and Contingencies [Line Items] | |||||||||||
Bank deposits pledged | $ | $ 679,000 | $ 682,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Future Minimum Lease Commitments) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Rental of premises | ||
Operating Leases Future Minimum Payments [Line Items] | ||
Year one | $ 653 | $ 2,338 |
Year two | 2,299 | 2,150 |
Year three | 1,801 | 1,804 |
Year four | 796 | 799 |
Year five | 742 | |
Year five and thereafter | 745 | |
Total | 6,291 | 7,836 |
Lease of motor vehicles | ||
Operating Leases Future Minimum Payments [Line Items] | ||
Year one | 7 | 27 |
Year two | 8 | 8 |
Year three | 0 | |
Year four | 0 | |
Year five and thereafter | 0 | |
Total | $ 15 | $ 35 |
TEMPORARY EQUITY AND STOCKHOL_3
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Preferred Stock) (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 07, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 55,514,480 | 55,514,480 | 55,514,480 | |||
Issued (in shares) | 55,105,773 | 55,105,773 | 55,105,773 | |||
Outstanding (in shares) | 55,105,773 | 55,105,773 | 55,105,773 | 55,105,773 | 45,476,809 | |
Carrying Value | $ 86,997,000 | $ 79,700,171 | ||||
Liquidation Preference/Redemption Value | $ 87,131,986 | $ 79,835,157 | ||||
Series A preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 8,447,654 | 8,447,654 | ||||
Issued (in shares) | 8,282,000 | 8,282,000 | ||||
Outstanding (in shares) | 8,282,000 | 8,282,000 | ||||
Carrying Value | $ 2,988,788 | $ 2,988,788 | ||||
Liquidation Preference/Redemption Value | $ 3,000,000 | $ 3,000,000 | ||||
Series A-1 preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 1,588,510 | 1,588,510 | ||||
Issued (in shares) | 1,588,510 | 1,588,510 | ||||
Outstanding (in shares) | 1,588,510 | 1,588,510 | ||||
Carrying Value | $ 986,529 | $ 986,529 | ||||
Liquidation Preference/Redemption Value | $ 1,000,000 | $ 1,000,000 | ||||
Series B preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 3,103,109 | 3,103,109 | ||||
Issued (in shares) | 3,103,109 | 3,103,109 | ||||
Outstanding (in shares) | 3,103,109 | 3,103,109 | ||||
Carrying Value | $ 1,500,000 | $ 1,500,000 | ||||
Liquidation Preference/Redemption Value | $ 1,500,000 | $ 1,500,000 | ||||
Series B-1 preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 1,588,511 | 1,588,511 | ||||
Issued (in shares) | 1,588,511 | 1,588,511 | ||||
Outstanding (in shares) | 1,588,511 | 1,588,511 | ||||
Carrying Value | $ 1,000,000 | $ 1,000,000 | ||||
Liquidation Preference/Redemption Value | $ 1,000,000 | $ 1,000,000 | ||||
Series B-2 preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 10,860,886 | 10,860,886 | ||||
Issued (in shares) | 10,860,886 | 10,860,886 | ||||
Outstanding (in shares) | 10,860,886 | 10,860,886 | ||||
Carrying Value | $ 6,971,930 | $ 6,971,930 | ||||
Liquidation Preference/Redemption Value | $ 7,000,000 | $ 7,000,000 | ||||
Series C preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 8,553,574 | 8,663,340 | ||||
Issued (in shares) | 8,310,521 | 8,310,521 | ||||
Outstanding (in shares) | 8,310,521 | 8,310,521 | ||||
Carrying Value | $ 9,445,233 | $ 9,445,233 | ||||
Liquidation Preference/Redemption Value | $ 9,500,002 | $ 9,500,002 | ||||
Series D preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 5,516,001 | 5,656,659 | ||||
Issued (in shares) | 5,516,001 | 5,516,001 | ||||
Outstanding (in shares) | 5,516,001 | 5,516,001 | ||||
Carrying Value | $ 9,972,537 | $ 9,972,537 | ||||
Liquidation Preference/Redemption Value | $ 10,000,001 | $ 10,000,001 | ||||
Series E preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 6,227,271 | 6,227,271 | ||||
Issued (in shares) | 6,227,271 | 6,227,271 | ||||
Outstanding (in shares) | 6,227,271 | 6,227,271 | ||||
Carrying Value | $ 15,000,000 | $ 15,000,000 | ||||
Liquidation Preference/Redemption Value | $ 15,000,000 | $ 15,000,000 | ||||
Series F preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Authorized (in shares) | 9,628,964 | 9,628,964 | ||||
Issued (in shares) | 9,628,964 | 9,628,964 | 9,628,964 | |||
Outstanding (in shares) | 9,628,964 | 9,628,964 | ||||
Carrying Value | $ 39,131,983 | $ 31,835,154 | ||||
Liquidation Preference/Redemption Value | $ 39,131,983 | $ 31,835,154 |
TEMPORARY EQUITY AND STOCKHOL_4
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Narrative) (Details) - USD ($) | Jan. 07, 2019 | Dec. 10, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Feb. 25, 2010 |
Temporary Equity [Line Items] | ||||||
Issued (in shares) | 55,105,773 | 55,105,773 | 55,105,773 | |||
Conversion IPO threshold | $ 60,000 | |||||
Equity value threshold | $ 500,000 | |||||
Treasury stock acquired (in shares) | 1,431,538 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Treasury stock cost | $ 1,629,000 | |||||
Holder | ||||||
Temporary Equity [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
Warrants issued (in shares) | 100,000 | |||||
Number of securities callable by warrants | 100,000 | |||||
Exercise price per share (in dollars per share) | $ 0.09 | |||||
Series F preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Issued (in shares) | 9,628,964 | 9,628,964 | 9,628,964 | |||
Temporary equity, par value (in dollars per share) | $ 0.001 | |||||
Equity investments, net of issuance cost | $ 29,692,000 | |||||
Redemption amount | $ 38,824,000 | $ 31,835,000 | ||||
Optional redemption period | 5 years | |||||
Redemption adjustment | $ 7,297,000 | $ 1,835,000 | ||||
Series E preferred stocks | ||||||
Temporary Equity [Line Items] | ||||||
Issued (in shares) | 6,227,271 | 6,227,271 | ||||
Redemption amount | $ 15,000 | $ 15,000 | ||||
Redemption adjustment | $ 0 | $ 172,000 |
TEMPORARY EQUITY AND STOCKHOL_5
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Common Shares Activity) (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 10, 2012 |
Temporary Equity Disclosure [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 75,254,333 | 75,254,333 | 75,254,333 | |
Common stock, shares issued (in shares) | 15,704,059 | 13,602,467 | 13,373,379 | |
Common stock, shares outstanding (in shares) | 14,272,521 | 12,170,929 | 11,941,841 |
TEMPORARY EQUITY AND STOCKHOL_6
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Shares Reserved) (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity Disclosure [Abstract] | ||
Options outstanding | 9,874,369 | 7,443,587 |
Options available for future option grants | 1,158,017 | 817,887 |
Total | 11,032,386 | 8,261,474 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Thousands | Jun. 23, 2021USD ($) | Apr. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Jun. 07, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 1 year | ||||||
Cost not yet recognized | $ 4,537 | $ 2,246 | |||||
Period for cost yet to be recognized | 2 years 7 months 13 days | 2 years 7 months 24 days | |||||
Remaining expiration period | 24 months | ||||||
Founders terminated or leave period | 12 months | ||||||
Percentage of vesting rights | 0.50 | ||||||
Incremental cost | $ 623 | ||||||
Notes receivable, related parties | $ 1,199 | ||||||
Exercises of fully vested options | 740 | ||||||
Loans not used by founders to exercise stock options | $ 459 | ||||||
Weighted average fair value of option | $ / shares | $ 0.71 | $ 0.47 | |||||
Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rights, percentage | 75.00% | ||||||
Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rights, percentage | 25.00% | ||||||
Other Noncurrent Assets | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Loans not used by founders to exercise stock options | $ 459 | ||||||
General and administrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incremental cost | $ 47 | ||||||
Founders Promissory Note | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Notes receivable, related parties | $ 1,199 | $ 1,076 | |||||
Loan granted amount | $ 123 | ||||||
Stated rate | 0.0089 | ||||||
Founders Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | 4 years | |||||
Employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expenses | $ 162 | $ 52 | |||||
Consultants | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expenses | $ 273 | $ 40 | |||||
Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | 4 years | |||||
Stock Option Plan | Employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expenses | $ 2,038 | 417 | $ 420 | 326 | |||
Stock Option Plan | Employees | General and administrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation expenses | $ 1,285 | $ 33 | $ 92 | $ 43 | |||
Minimum | Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Maximum | Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years |
STOCK-BASED COMPENSATION ( Stoc
STOCK-BASED COMPENSATION ( Stock Option Activity) (Details) - Stock Option Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employees | ||||
Number of options | ||||
Outstanding at the beginning of the period (in shares) | 9,112,121 | 6,721,339 | 5,474,026 | |
Granted (in shares) | 1,109,750 | 3,698,500 | 1,765,665 | |
Forfeited (in shares) | (163,330) | (814,952) | (213,705) | |
Expired (in shares) | (47,943) | (413,678) | (144,386) | |
Exercised (in shares) | (1,899,793) | (79,088) | (160,261) | |
Outstanding at the end of the period (in shares) | 8,110,805 | 9,112,121 | 6,721,339 | 5,474,026 |
Exercisable options at the end of the period (in shares) | 4,867,399 | 4,567,670 | 4,274,687 | |
Weighted-average exercise price | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0.49 | $ 0.58 | $ 0.52 | |
Granted (in USD per share) | 3.76 | 0.82 | 0.85 | |
Forfeited (in USD per share) | 1.18 | 0.85 | 0.82 | |
Expired (in USD per share) | 0.79 | 0.55 | 0.74 | |
Exercised (in USD per share) | 0.29 | 0.68 | 0.62 | |
Outstanding at the end of the period (in USD per share) | 0.97 | 0.49 | 0.58 | $ 0.52 |
Exercisable exercise price at the end of the period (in USD per share) | $ 0.50 | $ 0.50 | $ 0.45 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||||
Outstanding option, weighted average remaining contractual term (in years) | 5 years 10 months 9 days | 7 years 2 months 12 days | 7 years 3 months 18 days | 7 years 5 months 1 day |
Outstanding exercisable, weighted average remaining contractual term (in years) | 4 years 6 months | 4 years 9 months 18 days | 6 years 7 days | |
Outstanding intrinsic value at the beginning of the period | $ 3,100 | $ 1,758 | $ 1,920 | |
Outstanding intrinsic value at the end of the period | 65,412 | 3,100 | 1,758 | $ 1,920 |
Outstanding exercisable intrinsic value at the end of the period | $ 41,511 | $ 2,301 | $ 1,725 | |
Consultants | ||||
Number of options | ||||
Outstanding at the beginning of the period (in shares) | 762,248 | 722,248 | 682,248 | |
Granted (in shares) | 154,502 | 340,000 | 40,000 | |
Forfeited (in shares) | (20,625) | |||
Expired (in shares) | (150,000) | |||
Exercised (in shares) | (201,799) | (150,000) | ||
Outstanding at the end of the period (in shares) | 694,326 | 762,248 | 722,248 | 682,248 |
Exercisable options at the end of the period (in shares) | 469,659 | 491,205 | 586,622 | |
Weighted-average exercise price | ||||
Outstanding at the beginning of the period (in USD per share) | $ 0.68 | $ 0.57 | $ 0.52 | |
Granted (in USD per share) | 3.76 | 0.53 | 0.85 | |
Forfeited (in USD per share) | 0.82 | |||
Expired (in USD per share) | 0.16 | |||
Exercised (in USD per share) | 1.67 | 0.16 | ||
Outstanding at the end of the period (in USD per share) | 1.08 | 0.68 | 0.57 | $ 0.52 |
Exercisable exercise price at the end of the period (in USD per share) | $ 0.78 | $ 0.65 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||||
Outstanding option, weighted average remaining contractual term (in years) | 6 years 5 months 15 days | 6 years 3 months 25 days | 5 years 3 months 18 days | 9 years 6 months |
Outstanding exercisable, weighted average remaining contractual term (in years) | 5 years 8 months 19 days | 5 years 2 months 12 days | 4 years 6 months 21 days | |
Outstanding intrinsic value at the beginning of the period | $ 213 | $ 201 | $ 1,920 | |
Outstanding intrinsic value at the end of the period | 5,523 | 213 | 201 | $ 1,920 |
Outstanding exercisable intrinsic value at the end of the period | $ 3,876 | $ 170 | $ 197 |
STOCK-BASED COMPENSATION ( Fair
STOCK-BASED COMPENSATION ( Fair Value of Each Option on The Date of Grant) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Expected volatility | 79.00% | 70.00% |
Expected dividends | 0.00% | 0.00% |
Expected term (years) | 6 years 1 month 9 days | 6 years 1 month 9 days |
Risk free interest rate, minimum | 0.62% | 1.65% |
Risk free interest rate, maximum | 0.82% | 1.91% |
STOCK-BASED COMPENSATION ( St_2
STOCK-BASED COMPENSATION ( Stock Option Activity Under Plan) (Details) - Employees - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expenses | $ 162 | $ 52 | ||
Stock Option Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expenses | $ 2,038 | $ 417 | 420 | 326 |
Cost of goods sold | Stock Option Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expenses | 34 | 10 | 11 | 6 |
Research and development | Stock Option Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expenses | 319 | 113 | 121 | 77 |
Sales and marketing | Stock Option Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expenses | 400 | 261 | 196 | 200 |
General and administrative | Stock Option Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expenses | $ 1,285 | $ 33 | $ 92 | $ 43 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 398 | $ 398 |
Accumulated depreciation | (365) | (166) |
Amortized cost | 33 | 232 |
Amortization of intangible assets | 199 | 99 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 200 | 200 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 198 | $ 198 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accrued expenses | $ 317 | $ 454 | |
Tax payables | 126 | 168 | |
Customer advances | 118 | 83 | |
Accrued lease liability, current portion | 391 | 66 | |
Acquisition liability | 126 | 718 | |
Other current liabilities | 77 | 159 | |
Total | $ 2,171 | $ 1,155 | $ 1,648 |
OTHER NON-CURRENT LIABILITIES_2
OTHER NON-CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | |||
Accrued lease liability | $ 1,102 | $ 1,445 | $ 299 |
Tax provision | 1,752 | 1,699 | 915 |
Other non-current liabilities | $ 2,854 | $ 3,144 | $ 1,214 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021$ / sharesshares | Sep. 30, 2021vote$ / sharesshares | Dec. 31, 2020vote$ / sharesshares | Jun. 30, 2021$ / sharesshares | Jun. 23, 2021$ / shares | Feb. 16, 2021$ / shares | Dec. 31, 2019$ / sharesshares | Dec. 10, 2012$ / shares | |
Class of Stock [Line Items] | ||||||||
Ordinary shares, shares authorized (in shares) | shares | 75,254,333 | 75,254,333 | 75,254,333 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Ordinary shares, shares outstanding (in shares) | shares | 14,272,521 | 12,170,929 | 11,941,841 | |||||
Ordinary shares, shares issued (in shares) | shares | 15,704,059 | 13,602,467 | 13,373,379 | |||||
ION Acquisition Corp 2 LTD | ||||||||
Class of Stock [Line Items] | ||||||||
Preference shares, shares authorized (in shares) | shares | 5,000,000 | 5,000,000 | ||||||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preference shares, shares issued (in shares) | shares | 0 | 0 | ||||||
Preference shares, shares outstanding (in shares) | shares | 0 | 0 | ||||||
Business combination share conversion ratio | 1 | |||||||
Exercisable term from closing of business combination | 30 days | 30 days | ||||||
Exercisable term, from closing Of public offering | 1 year | 1 year | ||||||
Expiration term of warrant (in years) | 5 years | 5 years | ||||||
Threshold period for filling registration statement after business combination | 20 days | |||||||
Threshold for exercise of stock warrants after a business combination (days) | 60 days | |||||||
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | ||||||
Volume weighted average trading price, term | 10 days | 10 days | ||||||
Adjustment of exercise price of warrants as a percent, based on market value | 115.00% | |||||||
Adjustment of redemption price of warrants as a percent based on market value | 180.00% | |||||||
Threshold period for not to transfer, assign or sell any shares or warrants after completion of initial business combination | 30 days | |||||||
Minimum conversion rate for founders shares | 1 | |||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | ||||||||
Class of Stock [Line Items] | ||||||||
Ordinary shares, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of votes for each share | vote | 1 | 1 | ||||||
Ordinary shares, shares outstanding (in shares) | shares | 25,300,000 | 0 | ||||||
Ordinary shares, shares issued (in shares) | shares | 25,300,000 | 0 | ||||||
Aggregate percentage of convertible shares as percentage of outstanding shares (percent) | 20.00% | |||||||
Maximum equity issuance price for business combination (usd per share) | $ / shares | $ 9.20 | $ 9.20 | ||||||
Total number of ordinary share outstanding percentage | 20.00% | |||||||
Stock price (in dollars per share) | $ / shares | $ 11.50 | |||||||
ION Acquisition Corp 2 LTD | Class B ordinary shares | ||||||||
Class of Stock [Line Items] | ||||||||
Ordinary shares, shares authorized (in shares) | shares | 50,000,000,000 | 50,000,000 | 50,000,000 | 50,000,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.1000 | $ 0.0001 | $ 0.0001 | $ 0.1000 | $ 0.0001 | |||
Number of votes for each share | vote | 1 | 1 | ||||||
Ordinary shares, shares outstanding (in shares) | shares | 6,325,000,000 | 6,325,000 | 6,325,000 | 6,325,000,000 | ||||
Ordinary shares, shares issued (in shares) | shares | 6,325,000,000 | 6,325,000 | 6,325,000 | 6,325,000,000 | ||||
ION Acquisition Corp 2 LTD | Redemption Of Warrant Price Per Share Equals Or Exceeds 18.00 | ||||||||
Class of Stock [Line Items] | ||||||||
Redemption of warrants, reference price (in dollars per share) | $ / shares | $ 18 | $ 18 | ||||||
Redemption price of warrants (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Number of consecutive trading days | 30 days | |||||||
Redemption of warrants, threshold trading days | 20 days | 20 days | ||||||
Minimum threshold written notice period for redemption of warrants | 30 days | 30 days | ||||||
Stock price (in dollars per share) | $ / shares | $ 18 | |||||||
ION Acquisition Corp 2 LTD | Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 | ||||||||
Class of Stock [Line Items] | ||||||||
Redemption of warrants, reference price (in dollars per share) | $ / shares | 10 | $ 10 | ||||||
Redemption price of warrants (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | ||||||
Number of consecutive trading days | 30 days | |||||||
Redemption of warrants, threshold trading days | 20 days | 20 days | ||||||
Minimum threshold written notice period for redemption of warrants | 30 days | 30 days | ||||||
Stock price (in dollars per share) | $ / shares | $ 10 |
WARRANTS LIABILITY (Details)
WARRANTS LIABILITY (Details) | May 20, 2015$ / sharesshares | Apr. 23, 2014$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Feb. 16, 2021$ / shares | Jun. 29, 2010$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||||
Change in fair value of warrants | $ | $ 3,191,000 | $ 51,000 | $ 86,000 | $ 24,000 | ||||
Series A preferred stocks | Loan And Security Agreement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of securities called by each warrant (in shares) | shares | 165,654 | |||||||
Preference shares, par value (in dollars per share) | $ 0.001 | |||||||
Warrant, conversion ratio | 1 | |||||||
Exercise price per share (in dollars per share) | $ 0.3622 | |||||||
Series C preferred stocks | TPC loan agreement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Expiration term of warrant (in years) | 7 years | 7 years | ||||||
Number of securities called by each warrant (in shares) | shares | 80,645 | 162,409 | ||||||
Preference shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Exercise price per share (in dollars per share) | $ 1.339 | $ 1.339 | ||||||
Exercisable, term, based on IPO date (in years) | 5 years | 5 years | ||||||
Series C preferred stocks | TPC loan agreement | Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price per share (in dollars per share) | $ 0.938 | $ 0.938 | ||||||
ION Acquisition Corp 2 LTD | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercisable term from closing of business combination | 30 days | 30 days | ||||||
Exercisable term, from closing Of public offering | 1 year | 1 year | ||||||
Expiration term of warrant (in years) | 5 years | 5 years | ||||||
Threshold period for filling registration statement after business combination | 20 days | |||||||
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | ||||||
Volume weighted average trading price, term | 10 days | 10 days | ||||||
Adjustment of exercise price of warrants as a percent, based on market value | 115.00% | |||||||
Adjustment of redemption price of warrants as a percent based on market value | 180.00% | |||||||
Threshold period for not to transfer, assign or sell any shares or warrants after completion of initial business combination | 30 days | |||||||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Change in fair value of warrants | $ | $ (425,349) | |||||||
ION Acquisition Corp 2 LTD | Class A ordinary shares | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Initial public offering per share (in dollars per share) | $ 11.50 | |||||||
Maximum equity issuance price for business combination (usd per share) | $ 9.20 | 9.20 | ||||||
ION Acquisition Corp 2 LTD | Redemption Of Warrant Price Per Share Equals Or Exceeds 18.00 | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Redemption of warrants, reference price (in dollars per share) | 18 | 18 | ||||||
Redemption price of warrants (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Number of consecutive trading days | 30 days | |||||||
Initial public offering per share (in dollars per share) | $ 18 | |||||||
Redemption of warrants, threshold trading days | 20 days | 20 days | ||||||
Minimum threshold written notice period for redemption of warrants | 30 days | 30 days | ||||||
ION Acquisition Corp 2 LTD | Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Redemption of warrants, reference price (in dollars per share) | $ 10 | $ 10 | ||||||
Redemption price of warrants (in dollars per share) | $ 0.10 | $ 0.10 | ||||||
Number of consecutive trading days | 30 days | |||||||
Initial public offering per share (in dollars per share) | $ 10 | |||||||
Redemption of warrants, threshold trading days | 20 days | 20 days | ||||||
Minimum threshold written notice period for redemption of warrants | 30 days | 30 days |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Fair Value on a Recurring Basis) (Details) - ION Acquisition Corp 2 LTD - USD ($) | Sep. 30, 2021 | Feb. 16, 2021 |
Level 1 | ||
Assets: | ||
Marketable securities held in Trust Account | $ 253,042,565 | $ 253,000,000 |
Level 3 | ||
Liabilities: | ||
Private Placement Warrants | 26,192,600 | 24,812,195 |
Public Warrants | $ 3,447,125 | $ 5,252,879 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | |
Class A ordinary shares | IPO | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of common share purchase warrants, per unit issued (in shares) | 0.125 | ||
ION Acquisition Corp 2 LTD | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Expiration term of warrant (in years) | 5 years | 5 years | |
ION Acquisition Corp 2 LTD | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfers out of Level 3 | $ 5,597,625 |
FAIR VALUE MEASUREMENTS (Sche_2
FAIR VALUE MEASUREMENTS (Schedule of Warrants Follows at Initial Measurement) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected term (years) | 6 years 1 month 9 days | 6 years 1 month 9 days | ||
Expected volatility | 79.00% | 70.00% | ||
ION Acquisition Corp 2 LTD | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of Class A ordinary share (in dollars per share) | $ 9.79 | $ 9.91 | ||
ION Acquisition Corp 2 LTD | Public Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 0.73% | |||
Expected term (years) | 5 years 10 months 13 days | |||
Expected volatility | 23.20% | |||
Exercise price | $ 11.50 | |||
Fair value of Unit | $ 10 | |||
ION Acquisition Corp 2 LTD | Private Placement | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 0.73% | 1.01% | ||
Expected term (years) | 5 years 10 months 13 days | 5 years 2 months 12 days | ||
Expected volatility | 42.60% | 46.30% | ||
Exercise price | $ 11.50 | $ 11.50 | ||
Fair value of Unit | $ 10 | $ 10.05 |
FAIR VALUE MEASUREMENTS (Sche_3
FAIR VALUE MEASUREMENTS (Schedule of Fair Value of Warrants Liability) (Details) - ION Acquisition Corp 2 LTD - USD ($) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Private Placement | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning of the period | $ 24,812,195 | |
Change in fair value | 1,380,405 | |
End of the period | $ 26,192,600 | 26,192,600 |
Public | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning of the period | 5,252,879 | |
Change in fair value | 344,746 | |
Transfers out of Level 3 | (5,597,625) | |
End of the period | ||
Note Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning of the period | 30,065,074 | |
Change in fair value | 1,725,151 | |
Transfers out of Level 3 | (5,597,625) | |
End of the period | $ 26,192,600 | $ 26,192,600 |
INCOME TAXES - Income before In
INCOME TAXES - Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ 1,241 | $ (6,689) | ||
Foreign | (853) | 257 | ||
Total income (loss) before income taxes | $ (3,025) | $ (5,219) | $ 388 | $ (6,432) |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax provision (benefit): | ||
Domestic | $ 96 | $ 25 |
Foreign | 1,104 | 877 |
Total current income tax (benefit) provision | $ 1,200 | $ 902 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) before income taxes | ||||
Domestic | $ 1,241 | $ (6,689) | ||
Foreign | (853) | 257 | ||
Total income (loss) before income taxes | $ (3,025) | $ (5,219) | $ 388 | $ (6,432) |
U.S. statutory rate | 21.00% | 21.00% | ||
Income taxed computed at U. S. federal statutory rate | $ 81 | $ (1,351) | ||
Foreign rate differential | (155) | (52) | ||
State and local income taxes | 207 | (464) | ||
Non-deductible expenses | 40 | 114 | ||
Share-based compensation | 100 | 98 | ||
GILTI | 0 | 261 | ||
Change in valuation allowance | 159 | 1,661 | ||
Tax credits | (469) | (301) | ||
Changes in uncertain tax positions | 956 | 880 | ||
Foreign currency adjustment | 187 | 22 | ||
Withholding tax | 113 | 73 | ||
Other | (19) | (39) | ||
Total income tax provision | $ (829) | $ (899) | $ 1,200 | $ 902 |
Effective income tax rate | 309.00% | (14.00%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Loss carryforwards | $ 9,131 | $ 9,483 |
Tax credits | 891 | 587 |
Interest limitation carryforwards | 0 | 79 |
Accrued expenses | 716 | 512 |
Share-based compensation | 106 | 87 |
Fixed assets and intangibles | 176 | 105 |
Other | 164 | 168 |
Total deferred tax assets, gross | 11,184 | 11,021 |
Valuation allowance | (11,184) | (11,021) |
Total deferred tax assets, net | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Undistributed foreign subsidiaries | $ 7,594 | $ 5,929 | |
Amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | 873 | 647 | |
Unrecognized tax benefits | 2,373 | 1,438 | $ 586 |
Unrecognized tax benefits that would impact effective tax rate | 2,373 | 1,438 | |
Interest on income taxes accrued | 49 | $ 27 | |
Increase in unrecognized tax benefits is reasonably possible | $ 587 |
INCOME TAXES - Operating Loss C
INCOME TAXES - Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 64,255 | $ 67,797 |
Domestic NOLs (federal) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 32,948 | 34,945 |
Domestic NOLs (state and local) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 29,567 | 32,611 |
Foreign NOLs | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 1,740 | $ 241 |
INCOME TAXES - Income Tax Conti
INCOME TAXES - Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits, beginning balance | $ 1,438 | $ 586 |
Increases - current year tax positions | 935 | 852 |
Gross unrecognized tax benefits, ending balance | $ 2,373 | $ 1,438 |
SEGMENT REPORTING (Revenue and
SEGMENT REPORTING (Revenue and Property and Equipment, by Geographical Areas) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 64,324 | $ 45,772 | $ 68,801 | $ 56,338 |
Property and equipment, net | 3,298 | 2,325 | 1,901 | |
U.S. | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 58,270 | 41,853 | 62,760 | 50,837 |
Property and equipment, net | 1,331 | 595 | 760 | |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 799 | 381 | 518 | 311 |
APAC | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,182 | 1,660 | 2,636 | 2,657 |
EMEA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,842 | 940 | 1,463 | 1,645 |
LATAM | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,231 | $ 938 | 1,424 | 888 |
Israel | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Property and equipment, net | 1,593 | 1,625 | 997 | |
Rest of the World | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Property and equipment, net | $ 374 | $ 105 | $ 144 |
BASIC AND DILUTED NET LOSS PE_3
BASIC AND DILUTED NET LOSS PER SHARE (Basic and Diluted Net loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss | $ (3,854) | $ (6,118) | $ (812) | $ (7,334) |
Accretion of preferred stocks to redemption value | (52,993) | (3,873) | (7,297) | (2,007) |
Net loss attributable to common stockholders, basic | (56,847) | (9,991) | (8,109) | (9,341) |
Net loss attributable to common stockholders, diluted | $ (56,847) | $ (9,991) | $ (8,109) | $ (9,341) |
Denominator: | ||||
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, basic (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 |
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, diluted (in shares) | 13,157,022 | 11,973,921 | 11,986,185 | 11,880,295 |
Net loss per stock attributable to common stockholders – basic (in dollars per share) | $ (4.32) | $ (0.83) | $ (0.68) | $ (0.79) |
Net loss per stock attributable to common stockholders – diluted (in dollars per share) | $ (4.32) | $ (0.83) | $ (0.68) | $ (0.79) |
BASIC AND DILUTED NET LOSS PE_4
BASIC AND DILUTED NET LOSS PER SHARE (Securities Excluded from Computation of Earnings Per Share) (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred stocks | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of earnings per share (in shares) | 55,105,773 | 55,105,773 | 55,105,773 | 55,105,773 |
Options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of earnings per share (in shares) | 8,805,131 | 6,325,006 | 9,874,369 | 7,443,587 |
Warrants outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of earnings per share (in shares) | 508,708 | 508,708 | 508,708 | 508,708 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 30, 2021USD ($)$ / sharesshares | Oct. 18, 2021USD ($)shares | Jun. 24, 2021shares | Feb. 16, 2021$ / sharesshares | Nov. 30, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($) | Feb. 16, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Jun. 23, 2021$ / shares | Dec. 01, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 10, 2012$ / shares |
Subsequent Event [Line Items] | |||||||||||||||
Shares issued in transaction (in shares) | 76,874,354 | ||||||||||||||
Exercises of fully vested options | $ | $ 740,000 | ||||||||||||||
Loans not used by founders to exercise stock options | $ | $ 459,000 | ||||||||||||||
Ordinary shares, shares issued (in shares) | 13,602,467 | 15,704,059 | 13,373,379 | ||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Price per share issued (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||||||||
Number of common shares per unit issued (in shares) | 1 | 1 | |||||||||||||
Forecast | Common Stock | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Forecast | Common Stock | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Forecast | Warrant | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Forecast | Warrant | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Class A ordinary shares | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued in transaction (in shares) | 25,300,000 | ||||||||||||||
Number of common shares per unit issued (in shares) | 1 | 1 | |||||||||||||
Ordinary shares, shares issued (in shares) | 0 | 25,300,000 | |||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Class A ordinary shares | Forecast | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of securities called by each warrant (in shares) | 1 | ||||||||||||||
Class A ordinary shares | Forecast | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||
Number of securities called by each warrant (in shares) | 1 | ||||||||||||||
Company Domesticated Common Stock | Forecast | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of securities called by each warrant (in shares) | 1 | ||||||||||||||
Company Domesticated Common Stock | Forecast | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of securities called by each warrant (in shares) | 1 | ||||||||||||||
Subsequent Event | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Additional shares purchased | 200,000 | ||||||||||||||
Anticipated proceeds from pipe investment | $ | $ 200,000,000 | ||||||||||||||
Subsequent Event | Founders Loan | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Total principal amount, interest forgiven | $ | $ 1,199,000 | ||||||||||||||
Subsequent Event | PIPE Investors | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock subscribed (in shares) | 5,000,000 | ||||||||||||||
Common stock subscriptions | $ | $ 50,000,000 | ||||||||||||||
Subscription proceeds to be collected | $ | $ 200,000,000 | ||||||||||||||
Ordinary shares, shares issued (in shares) | 20,000,000 | 20,000,000 | |||||||||||||
Subsequent Event | Class A ordinary shares | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued in transaction (in shares) | 5,000,000 | ||||||||||||||
Transaction amount | $ | $ 50,000,000 | ||||||||||||||
Subsequent Event | Common Stock | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Ordinary shares, shares issued (in shares) | 86,901,792 | 86,901,792 | |||||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
IPO | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued in transaction (in shares) | 25,300,000 | 25,300,000 | |||||||||||||
Price per share issued (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||
Number of common shares per unit issued (in shares) | 1 | 1 | |||||||||||||
Over-Allotment Option | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued in transaction (in shares) | 3,300,000 | 3,300,000 | |||||||||||||
Private Placement | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued in transaction (in shares) | 7,060,000 | 7,060,000,000 | 7,060,000 | ||||||||||||
Price per share issued (in dollars per share) | $ / shares | $ 1 | ||||||||||||||
Transaction amount | $ | $ 7,060,000 | ||||||||||||||
Number of common shares per unit issued (in shares) | 1 | ||||||||||||||
Private Placement | Class A ordinary shares | ION Acquisition Corp 2 LTD | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Price per share issued (in dollars per share) | $ / shares | $ 11.50 | ||||||||||||||
Number of common shares per unit issued (in shares) | 1 | ||||||||||||||
Secondary Sale | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Transaction amount | $ | $ 68,855,000 |
Uncategorized Items - iacb-2021
Label | Element | Value | |
ION Acquisition Corp 2 LTD [Member] | |||
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | $ 25,000 | [1] |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | 0 | |
Retained Earnings [Member] | ION Acquisition Corp 2 LTD [Member] | |||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 0 | |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (5,000) | |
Additional Paid-in Capital [Member] | ION Acquisition Corp 2 LTD [Member] | |||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 0 | |
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | 24,367 | [1] |
Common Class B [Member] | Common Stock [Member] | ION Acquisition Corp 2 LTD [Member] | |||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 0 | |
Stock Issued During Period, Value, Issued for Services | us-gaap_StockIssuedDuringPeriodValueIssuedForServices | $ 633 | [1] |
Stock Issued During Period, Shares, Issued for Services | us-gaap_StockIssuedDuringPeriodSharesIssuedForServices | 6,325,000 | [1] |
Shares, Outstanding | us-gaap_SharesOutstanding | 0 | |
[1] | Included an aggregate of up to 825,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 14, 2021, the Company effected a share capitalization of 575,000 shares and, as a result, there are 6,325,000 founder shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization (see Note 3). |