Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2021, upon the recommendation of the nominating and corporate governance committee of the board of directors (the "Board") of ION Acquisition Corp 3 Ltd. (the "Company"), the Company announced the appointment of Ms. Shira Fayans Birenbaum as a new director of the Company effective as of July 26, 2021. Ms. Fayans Birenbaum will serve as a director of the Board of the Company until the expiration of her term on the date of the Company's second annual general meeting and until her successor is elected and qualified. Ms. Fayans Birenbaum has been appointed to serve on the audit committee, and the compensation committee, and as the chair of the nominating and corporate governance committee of the Company, with such appointment effective upon her becoming a director of the Company.

Ms. Fayans Birenbaum is the Global President of CYMPIRE Ltd. since August 2020, a board member of DSP Group (NASDAQ:DSPG) since April 2021, and an advisory board member of Cyber Innovative Technologies. She is the former COO and CMO of Microsoft Israel (NASDAQ: MSFT) where she served from 2014 to 2019, specializing in digital transformation, growth engines, operations and strategy and where she led all launches and deployment of new technologies, cloud solutions and services, including security and blockchain initiatives. Ms. Fayans Birenbaum also held senior executive positions at companies such as Partner Communications Company Ltd. (TLV: PTNR) and PricewaterhouseCoopers. She has served in many executive roles and held various board member positions in Israeli publicly traded and NASDAQ companies ranging from investment firms, banks, insurance companies, real estate, semiconductor manufacturers, and leading academic. She holds a B.A in French and General Studies and M.B.A from Tel Aviv University.

The board of directors of the Company has affirmatively determined that Ms. Fayans Birenbaum meets the applicable standards for an independent director under both the rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange



Act of 1934.

Ms. Fayans Birenbaum will not be compensated by the Company for her services as a director and has not entered into an employment agreement with the Company.

In connection with this appointment, Ms. Fayans Birenbaum is expected to enter into an indemnity agreement and a joinder to the letter agreement with the Company on the same terms as the indemnity agreements and letter agreements entered into by the directors and officers of the Company at the time of the Company's initial public offering.


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