ION ACQUISITION CORP 3 LTD. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into Material Definitive Agreement

On April 29, 2021, the Registration Statement on Form S-1 (File No. 333-255072) (the "Registration Statement") relating to the initial public offering (the "IPO") of ION Acquisition Corp 3 Ltd. (the "Company") was declared effective by the U.S. Securities and Exchange Commission.

On May 4, 2021, the Company consummated its IPO of 25,300,000 Class A ordinary shares of the Company, par value $0.0001 per share (the "Shares"), including the issuance of 3,300,000 Shares as a result of the underwriters' exercise in full of their over-allotment option. The Shares were sold at a price of $10.00 per Share, generating gross proceeds to the Company of $253,000,000.

In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:

    ?   An Underwriting Agreement, dated April 29, 2021, among the Company and
        Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives
        of the underwriters;




    ?   A Letter Agreement, dated April 29, 2021 (the "Letter Agreement"), among
        the Company, ION Holdings 3, LP, and each of the officers and directors of
        the Company;




    ?   An Investment Management Trust Agreement, dated April 29, 2021, between
        the Company and Continental Stock Transfer & Trust Company, as trustee;




    ?   A Registration Rights Agreement, dated April 29, 2021, among the Company,
        ION Holdings 3, LP, The Phoenix Insurance Company Ltd., The Phoenix
        Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension,
        Provident Fund Ltd., ION Crossover Partners LP and the other holders
        signatory thereto;




    ?   A Private Placement Shares Purchase Agreement, dated April 29, 2021,
        between the Company and ION Holdings 3, LP; and

    ?   An Administrative Services Agreement, dated April 29, 2021, between the
        Registrant and ION Holdings 3, LP.

Item 3.02 Unregistered Sales of Equity Securities.

Prior to the closing of the IPO, the Company completed the private sale of 756,000 Shares to ION Holdings 3, LP (the "Sponsor"), an affiliate of ION Asset Management Ltd. (the "Private Placement Shares"), at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $7,560,000. The Private Placement Shares are identical to the Shares sold as part of the IPO except that, as long as they are held by the initial purchasers or their permitted transferees, such Private Placement Shares, (1) will not be redeemable by the Company, (2) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company's initial business combination; and (3) will be entitled to registration rights.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Effective as of April 29, 2021, the following individuals were officially appointed to the board of directors of the Company (the "Board"): Ofer Katz and Tzipi Ozer-Armon. Additional information regarding, among other things, each individual's background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

On April 29, 2021, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.1 to the Registration Statement.

Prior to the IPO, on April 4, 2021, the Sponsor transferred 25,000 Class B ordinary shares ("founder shares") of the Company to Mr. Katz and Ms. Ozer-Armon, each at the original purchase price paid by the Sponsor. In addition, on April 6, 2021, the Company effected a share capitalization of 862,500 shares, which resulted in 7,187,500 founder shares issued and outstanding as of the date thereof. On April 29, 2021, our sponsor surrendered 862,500 founder shares and, as a result, there are 6,325,000 founder shares issued and outstanding.

Other than the foregoing, each of Mr. Katz and Ms. Ozer-Armon is not party to any arrangement or understanding with any person pursuant to which each such individual was appointed as director, nor is any such individual party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.

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Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal

           Year.

On April 29, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the "Amended Charter"), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement at Exhibit 3.2 and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 Item 8.01 Other Events.

A total of $253,000,000, comprised of proceeds from the IPO and the sale of the Private Placement Shares was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company's initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company's obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity; and (3) the redemption of all of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On April 29, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.

On May 4, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description
1.1             Underwriting Agreement, dated April 29, 2021, between the Registrant
              and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as
              representative of the underwriters.
3.1             Amended and Restated Memorandum and Articles of Association.
10.1            Letter Agreement, dated April 29, 2021, among the Registrant, ION
              Holdings 3, LP, and each of the officers and directors of the
              Registrant.
10.2            Investment Management Trust Agreement, dated April 29, 2021, between
              the Registrant and Continental Stock Transfer & Trust Company, as
              trustee.
10.3            Registration Rights Agreement, dated April 29, 2021, among the
              Registrant, ION Holdings 3, LP, The Phoenix Insurance Company Ltd., The
              Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence
              Pension, Provident Fund Ltd., ION Crossover Partners LP and the other
              holders signatory thereto.
10.4            Private Placement Shares Purchase Agreement, dated April 29, 2021,
              between the Registrant and ION Holdings 3, LP.
10.5            Administrative Services Agreement, dated April 29, 2021, between the
              Registrant and ION Holdings 3, LP.
99.1            Press Release, dated April 29, 2021, announcing the pricing of the
              IPO.
99.2            Press Release, dated May 4, 2021, announcing the closing of the IPO.




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