IACC / ION Acquisition Corp 3 Ltd - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40372 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specifie

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 05, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40372 N/A (State or other jurisdiction of incorporation

ION Acquisition Corp 3 Ltd. Announces Liquidation

Exhibit 99.1 ION Acquisition Corp 3 Ltd. Announces Liquidation November 17, 2022 ? New York, NY ? ION Acquisition Corp 3 Ltd. (the ?Company?) announced today that, due to its anticipated inability to consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association, the Company intends to dissolve and liquidate in accordan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40372 ION ACQUISIT

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2022 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40372 N/A (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40372 ION ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40372 ION ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40372 ION ACQUISITION CORP 3 LTD

Description of Securities

Exhibit 4.2 Description of SHARES As of December 31, 2021, ION Acquisition Corp 3 Ltd. (?we,? ?our,? ?us? or the ?company?) had 26,056,000 Class A ordinary shares, par value $0.0001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). In addition, this Description of Securities also references the company?s Class B ordinary shares initiall

IACC / ION Acquisition Corp 3 Ltd. / Sculptor Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ION ACQUISITION CORP 3 LTD. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4940J114 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned a

IACC / ION Acquisition Corp 3 Ltd. / Third Point LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ION Acquisition Corp 3 Ltd. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4940J114 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

IACC / ION Acquisition Corp 3 Ltd. / ION Holdings 3, LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ION ACQUISITION CORP 3 LTD. (Name of Issuer) Class A Ordinary Shares, Par Value $0.0001 per Share (Title of Class of Securities) G4940J114** (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2021 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40372 N/A (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40372 ION ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40372 ION ACQUISITION C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2021 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-40372 N/A (State or other jurisdiction of incorporation or organiza

IACC / ION Acquisition Corp 3 Ltd. / Sculptor Capital LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ION ACQUISITION CORP 3 LTD. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4940J114 (CUSIP Number) July 12, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40372 ION ACQUISITION

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Audited Financial Statement for ION Acquisition Corp 3 Ltd.: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of May 4, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of ION ACQUISITION CORP 3 LTD. Opinion on the Financial

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2021 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 333-255072 N/A (State or other jurisdiction (Commission File Number) (I.R

ION Acquisition Corp 3 Ltd. Completes $253 Million Initial Public Offering

Exhibit 99.2 ION Acquisition Corp 3 Ltd. Completes $253 Million Initial Public Offering May 4, 2021 ? New York, NY ? ION Acquisition Corp 3 Ltd. (the ?Company?) announced today the closing of its initial public offering of 25,300,000 Class A ordinary shares, which includes 3,300,000 shares issued pursuant to the exercise by the underwriters of their over-allotment option at the initial public offe

Letter Agreement among the Company, the Sponsor, and each of the officers and directors of the Company, dated as of April 29, 2021 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40372), filed with the SEC on May 5, 2021).

Exhibit 10.1 Execution Version April 29, 2021 ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Street Herzliya 4676672, Israel Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted c

Investment Management Trust Agreement between ION Acquisition Corp 3 Ltd. and Continental Stock Transfer & Trust Company, dated as of April 29, 2021 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40372), filed with the SEC on May 5, 2021).

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of April 29, 2021 by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s regist

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2021 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 333-255072 N/A (State or other jurisdiction of incorporation) (Commiss

Administrative Services Agreement by and between ION Acquisition Corp 3 Ltd. and ION Holdings 3, LP, dated as of April 29, 2021 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-40372), filed with the SEC on May 5, 2021).

Exhibit 10.5 Execution Version ION ACQUISITION CORP 3 LTD. 89 Medinat Hayehudim Street Herzliya 4676672, Israel ION Holdings 3, LP 89 Medinat Hayehudim Street Herzliya 4676672, Israel April 29, 2021 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between ION Acquisition Corp 3 Ltd. (the ?Company?) and ION Holdings 3, LP (the ?Sponsor?), d

Underwriting Agreement, dated April 29, 2021, between the Registrant and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representative of the underwriters.

Exhibit 1.1 Execution Version 22,000,000 Class A Ordinary Shares ION Acquisition Corp 3 Ltd. UNDERWRITING AGREEMENT April 29, 2021 MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. ION Acquisi

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ION Acquisition Corp 3 Ltd. (adopted by Special Resolution dated 29 APRIL 2021 and effective on 29 APRIL 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ION Ac

Registration Rights Agreement among the Company, the Sponsor, The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd (Nostro) and The Phoenix Excellence Pension, Provident Fund Ltd., ION Asset Management Ltd., ION Tech Fund Ltd., ION Crossover Partners LP and the other holders signatory thereto, dated as of April 29, 2021 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40372), filed with the SEC on May 5, 2021).

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 29, 2021, is made and entered into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), ION Holdings 3, LP, a Cayman Islands exempted limited partnership (the ?Sponsor?), acting by its sole general partner, ION Acquisition Cor

Private Placement Shares Purchase Agreement between the Company and the Sponsor, dated as of April 29, 2021 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40372), filed with the SEC on May 5, 2021).

Exhibit 10.4 Execution Version PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of April 29, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and ION Holdings 3, LP, a Cayman Islands exempted limited partnership, acting

ION Acquisition Corp 3 Ltd. Announces Pricing of $220 Million Initial Public Offering

Exhibit 99.1 ION Acquisition Corp 3 Ltd. Announces Pricing of $220 Million Initial Public Offering April 29, 2021 ? New York, NY ? ION Acquisition Corp 3 Ltd. (the ?Company?) announced today the pricing of its initial public offering of 22,000,000 Class A ordinary shares at a price of $10.00 per ordinary share (the ?Shares?). The Shares will be listed on The New York Stock Exchange and trade under

$220,000,000 ION ACQUISITION CORP 3 LTD. 22,000,000 Class A Ordinary Shares

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-255072 $220,000,000 ION ACQUISITION CORP 3 LTD. 22,000,000 Class A Ordinary Shares ION Acquisition Corp 3 Ltd. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combi

- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in charter) Cayman Islands (State or other jurisdiction of incorporation or organization) N/A (I.R.S. Employer Identification No

ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Herzliya 4676672, Israel

ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Herzliya 4676672, Israel April 27, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Karina Dorin Re: ION Acquisition Corp 3 Ltd. (CIK No. 0001844579) Registration Statement on Form S-1 (File No. 333-255072) Ladies and Gentleman: Pursuant to Rule 461 of the rul

* * * [Signature Page Follows]

April 27, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 22, 2021

April 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

- AMENDMENT NO. 2 TO FORM S-1

As filed with the Securities and Exchange Commission on April 22, 2021. Registration No. 333-255072 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incor

April 21, 2021

April 21, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on For

Form of Letter Agreement among the Registrant, ION Holdings 3, LP and each of the officers and directors of the Registrant.*

Exhibit 10.1 , 2021 ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Street Herzliya 4676672, Israel Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), an

Form of Registration Rights Agreement among the Registrant, ION Holdings 3, LP, The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro), The Phoenix Excellence Pension and Provident Fund Ltd, ION Crossover Partners, LP, ION Tech Fund Ltd. and ION Asset Management Ltd.*

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), ION Holdings 3, LP, a Cayman Islands exempted limited partnership (the ?Sponsor?), acting by its sole general partner, ION Acquisition Corp GP Ltd., a company in

Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ION Acquisition Corp 3 Ltd. (adopted by Special Resolution dated [DATE] and effective on [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ION Acquisition Corp

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 20, 2021. Registration No. 333-255072 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incor

Amended and Restated Forward Purchase Agreement, dated as of April 19, 2021, by and among the Company, The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension and Provident Fund Ltd. (Incorporated by reference to the corresponding exhibit to the Company’s Form S-1/A Registration Statement (File No. 333-255072), filed with the SEC on April 20, 2021).

Exhibit 10.9 AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this ?Agreement?) is entered into as of April 19, 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and The Phoenix Insurance Company Ltd., a company incorporated in Israel (?Phoenix?), The Phoenix Insurance Company Ltd. (Nostro), a c

Form of Private Placement Shares Purchase Agreement between the Registrant and ION Holdings 3, LP.*

Exhibit 10.4 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of April [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and ION Holdings 3, LP, a Cayman Islands exempted limited partnership, acting by its sole gene

Form of Underwriting Agreement.*

Exhibit 1.1 25,000,000 Class A Ordinary Shares ION Acquisition Corp 3 Ltd. UNDERWRITING AGREEMENT April [?], 2021 MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. ION Acquisition Corp 3 Ltd.,

Amended and Restated Forward Purchase Agreement, dated as of April 19, 2021, by and between the Registrant and ION Crossover Partners LP. (Incorporated by reference to the corresponding exhibit to the Company’s Form S-1/A Registration Statement (File No. 333-255072), filed with the SEC on April 20, 2021).

Exhibit 10.10 AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this ?Agreement?) is entered into as of April 19, 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and ION Asset Management Ltd., a Cayman Islands exempted company, ION Crossover Partners LP, a Cayman Islands exempted limited partne

Letter Agreement, dated as of April 15, 2021, between the Registrant and Third Point LLC (previously filed as Exhibit 10.11 to our Registration Statement on Form S-1/A, filed on April 20, 2021), and incorporated by reference herein.

Exhibit 10.11 ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Street Herzliya 4676672, Israel April 15, 2021 Third Point LLC 55 Hudson Yards New York, NY 10001 Re: Offer to Purchase certain Shares of Class A common stock, par value $0.0001 per share (the ?Class A Shares?) at a price of $10.00 per Class A Share of ION Acquisition Corp 3 Ltd. (the ?Company?). Ladies and Gentlemen: ION Acquisition C

Form of Private Placement Warrants Purchase Agreement between the Registrant and ION Holdings 3, LP.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and ION Holdings 3, LP, a Cayman Islands exempted limited partnership, acting by its sole

Power of Attorney (contained on the signature page of the initial filing of the Registration Statement).

As submitted to the Securities and Exchange Commission on April 6, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ION ACQUISITION CORP 3 LTD. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization

Form of Compensation Committee Charter.

EX-99.2 24 fs12021ex99-2ionacq3.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 ION ACQUISITION CORP 3 LTD. COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of ION Acquisition Corp 3 Ltd. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation p

Form of Audit Committee Charter.

Exhibit 99.1 ION ACQUISITION CORP 3 LTD. AUDIT COMMITTEE CHARTER Effective April [ ], 2021 I. PURPOSES The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of ION Acquisition Corp 3 Ltd. (the ?Company?) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company?s compliance with legal and regulatory

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ION ACQUISITION CORP 3 LTD. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a ?Class A Ordinary Share?), of ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), transferable on the books of the Company in person or by duly authori

Securities Subscription Agreement by and between the Company and the Sponsor, dated February 21, 2021 (Incorporated by reference to the corresponding exhibit to the Company’s Form S-1 Registration Statement (File No. 333-255072), filed with the SEC on April 6, 2021).

Exhibit 10.7 ION ACQUISITION CORP 3 LTD. 89 Medinat Hayehudim Street Herzliya 4676672, Israel February 21, 2021 ION Holdings 3, LP 89 Medinat Hayehudim Street Herzliya 4676672, Israel RE: Securities Subscription Agreement Ladies and Gentlemen: ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?, ?we? or ?us?), is pleased to accept the offer made by ION Holdings 3, LP, a C

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number [ ] Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ION ACQUISITION CORP 3 LTD. Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This certifies that [ ], or registered assigns, is the registered holder of [

Specimen Unit Certificate.

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ION ACQUISITION CORP 3 LTD. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-EIGHTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE This certifies that is the owner of Units of ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), transferr

Form of Indemnity Agreement.

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ], 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they a

Consent of Tzipi Ozer-Armon.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by ION Acquisition Corp 3 Ltd. (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nom

Promissory Note, dated as of February 21, 2021 by the Company in favor of the Sponsor, in the amount of $300,000 (Incorporated by reference to the corresponding exhibit to the Company’s Form S-1 Registration Statement (File No. 333-255072), filed with the SEC on April 6, 2021).

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Letter Agreement among the Registrant, ION Holdings 3, LP and each of the officers and directors of the Registrant.

Exhibit 10.1 [ ], 2021 ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Street Herzliya 4676672, Israel Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?),

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ION Acquisition Corp 3 Ltd. THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ION Acquisition Corp 3 Ltd. 1 The name of the Company is ION Acquisition Corp 3 Ltd. 2 The Registered Office of the Company shall b

Form of Registration Rights Agreement among the Registrant, ION Holdings 3, LP, The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro), The Phoenix Excellence Pension and Provident Fund Ltd, ION Crossover Partners, LP, ION Tech Fund Ltd. and ION Asset Management Ltd.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), ION Holdings 3, LP, a Cayman Islands exempted limited partnership (the ?Sponsor?), acting by its sole general partner, ION Acquisition Corp GP Ltd., a company in

Consent of Ofer Katz.

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by ION Acquisition Corp 3 Ltd. (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nom

Amended and Restated Memorandum and Articles of Association.

EX-3.2 4 fs12021ex3-2ionacq3.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ION Acquisition Corp 3 Ltd. (adopted by Special Resolution dated [DATE] and effective on [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COM

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHERE

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units ION Acquisition Corp 3 Ltd. UNDERWRITING AGREEMENT April [?], 2021 MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. ION Acquisition Corp 3 Ltd., a Cayman Islands

Forward Purchase Agreement, dated as of April 6, 2021, by and between the Registrant and The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension and Provident Fund Ltd.

Exhibit 10.9 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of April 6, 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and The Phoenix Insurance Company Ltd., a company incorporated in Israel (?Phoenix?), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Is

Form of Administrative Services Agreement between the Registrant and ION Holdings 3, LP.

Exhibit 10.8 ION ACQUISITION CORP 3 LTD. 89 Medinat Hayehudim Street Herzliya 4676672, Israel April [ ], 2021 ION Holdings 3, LP 89 Medinat Hayehudim Street Herzliya 4676672, Israel Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between ION Acquisition Corp 3 Ltd. (the ?Company?) and ION Holdings 3, LP (the ?Sponsor?), dated as of the da

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on For

Forward Purchase Agreement, dated as of April 6, 2021, by and between the Registrant and ION Crossover Partners, LP, ION Tech Fund Ltd. and ION Asset Management Ltd.

Exhibit 10.10 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of April 6, 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the ?Company?), and ION Asset Management Ltd., a Cayman Islands exempted company, ION Crossover Partners LP, a Cayman Islands exempted limited partnership, and ION Tech Fund

Form of Code of Business Conduct and Ethics.

Exhibit 14.1 ION ACQUISITION CORP 3 LTD. BUSINESS CONDUCT AND ETHICS Effective April [ ], 2021 I. INTRODUCTION The Board of Directors (the ?Board?) of ION Acquisition Corp 3 Ltd. has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees

Form of Nominating & Corporate Governance Committee Charter.

Exhibit 99.3 ION ACQUISITION CORP 3 LTD. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective April [ ], 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of ION Acquisition Corp 3 Ltd. (the ?Company?) to: (i) identify and screen individuals qualified to serve as directors and recommend to the Bo

As confidentially submitted to the Securities and Exchange Commission on March 4, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

As confidentially submitted to the Securities and Exchange Commission on March 4, 2021.