Amendment: SEC Form SC 13G/A filed by Innovid Corp.
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Rule 13d-1(b)
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Rule 13d-1(c)
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☐ | Rule 13d-1(d) |
CUSIP No. 457679 10 8
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13G/A
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ION Crossover Partners Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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11,476,456 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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11,476,456 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,476,456 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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Consists of (i) 10,481,131 shares of common stock of the Issuer (“common stock”), and (ii) 995,325 shares of common
stock issuable upon the exercise of warrants.
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(2)
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Percentage is calculated based on (i) 144,413,260 shares of common stock outstanding as of April 30, 2024, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2024 and (ii) 995,325 warrants that grant the Reporting Person the right to acquire beneficial ownership of 995,325 shares of common
stock within 60 days.
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(i)
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adding 995,325 shares of Common Stock (as defined in Item 2(d) below) issuable under an equivalent number of warrants to
purchase Common Stock to the beneficial ownership of the Reporting Person appearing in Item 4 and on the cover page (which shares underlying warrants had been inadvertently omitted from the Original Schedule 13G); and
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(ii)
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correcting the rule pursuant to which the Reporting Person filed the Original Schedule 13G from Rule 13d-1(d) to Rule
13d-1(c) (which was an inadvertent error in the Original Schedule 13G) and adding the related required certification in Item 10.
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(a) |
Name of Issuer
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(b) |
Address of Issuer’s Principal Executive Offices
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New York, NY, 10003
Tel: +1 212 966 7555
(a) |
Name of Person Filing
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(b) |
Address of the Principal Office or, if none, residence
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(c) |
Citizenship
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(d) |
Title of Class of Securities
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(e) |
CUSIP Number
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(a) | ☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b) | ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c) | ☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) | ☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) | ☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f) | ☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g) | ☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h) | ☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) | ☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
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(j) | ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a) |
Amount beneficially owned: As of May 22, 2024, the Reporting Person beneficially owns, in the aggregate, 11,476,456 shares
of Common Stock*
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(b) |
Percent of class: 7.9%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 11,476,456*
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(ii) |
Shared power to vote or to direct the vote 0.
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(iii) |
Sole power to dispose or to direct the disposition of 11,476,456*
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(iv) |
Shared power to dispose or to direct the disposition of 0.
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June 25, 2024 | ||
Date | ||
ION CROSSOVER PARTNERS LTD. |
By: /s/Gilad Shany | ||
Name: Gilad Shany |
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Title: Director |