8-K 1 ea140245-8k_ionacquisition3.htm 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.S. Employer
of incorporation)		Identification No.)

89 Medinat Hayehudim Street Herzliya 4676672, Israel		4676672
(Address of principal executive offices)		(Zip Code)

+972 (9) 970-3620

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary share, par value $0.0001 per share		IACC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01 Other Events.

On May 4, 2021, ION Acquisition Corp 3 Ltd. (the “Company”) consummated its initial public offering (the “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.

Substantially concurrently with the consummation of the IPO, the Company completed the private sale of 756,000 shares (the “Private Placement Shares”) to ION Holdings 3, LP., an affiliate of ION Asset Management Ltd, (the “Private Placement”), at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $7,560,000.

A total of $253,000,000, comprised of $247,940,000 of the proceeds from the IPO (which amount includes the $8,855,000 of the underwriters’ deferred discount) and $5,060,000 of the proceeds of 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.

An audited balance sheet as of May 4, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Audited Balance Sheet as of May 4, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ION ACQUISITION CORP 3 LTD.

Date: May 10, 2021	By:	/s/ Anthony Reich
	Name:	Anthony Reich
	Title:	Chief Financial Officer

SEC Form 8-K filed by ION Acquisition Corp 3 Ltd.