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)		(Commission File Number)		(IRS Employer Identification Number)

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

Registrant’s telephone number, including area code: +972 (9) 970-3620

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)

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

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

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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 Act:

Title of each class		Trading Symbol		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 October 28, 2022, ION Acquisition Corp 3 Ltd. (the “Company”) filed a definitive proxy statement relating to an extraordinary general meeting of shareholders to approve (i) an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment Proposal”), (ii) an amendment to the Investment Manager Trust Agreement, dated April 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Amendment Proposal”), and (iii) the adjournment of the extraordinary general meeting of shareholders (the “Adjournment Proposal” and together with the Charter Amendment Proposal and Trust Amendment Proposal, the “Proposals”), which would, if implemented, allow the Company to redeem all of its outstanding Class A Ordinary Shares (the “Public Shares”) in advance of the Company’s contractual expiration date of May 4, 2023 by changing the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, or similar business combination from May 4, 2023 to the date of the extraordinary general meeting of shareholders (the “Amended Termination Date”). The virtual special meeting will be held on Thursday, November 17, 2022, at 6:00 p.m. local time, and the record date for the meeting is the close of business (New York time) on October 21, 2022.

In connection with the approval of the Charter Amendment Proposal, the holders of Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the trust account (the “Voluntary Redemption”). If the Proposals are approved, the Company will redeem all remaining Public Shares not redeemed in the Voluntary Redemption (the “Mandatory Redemption”). The Company expects to complete the Voluntary Redemption, if any, and the Mandatory Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date. On that basis, the Company currently expects to complete the Voluntary Redemption and the Mandatory Redemption on or around November 23, 2022 if shareholders approve the Proposals. Additionally, the last day of trading of the Public Shares will be November 17, 2022, if shareholders approve the Proposals.

Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, including with respect to the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “future,” “project,” “anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Company’s Form S-1 relating to its initial public offering, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company has filed with the SEC, as amended from time to time. Copies of such filings are available on the SEC’s website, www.sec.gov.

Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material.

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.

Date: November 7, 2022

	ION ACQUISITION CORP 3 LTD.

	By:	/s/ Anthony Reich
	Name:	Anthony Reich
	Title	Chief Financial Officer

ION Acquisition Corp 3 Ltd. 8-K