UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to TOSection ~~SECTION~~ 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date of ~~EXCHANGE~~report ~~ACT~~(Date OFof ~~1934~~earliest event reported): November 7, 2022

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)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

89 Medinat Hayehudim Street

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

Herzliya 4676672, Israel

(Address of principal executive offices, including 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)

☐

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 Act:

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		~~The~~ 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 4 8.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~The~~On October ~~management~~28, of2022, ION Acquisition Corp 3 Ltd. (the “Company”) ~~has~~filed ~~re-evaluated~~a ~~the~~definitive ~~Company’s~~proxy ~~application~~statement ofrelating ~~ASC~~to ~~480-10-S99-3A~~an extraordinary general meeting of shareholders to ~~its~~approve ~~accounting~~(i) ~~classification of~~an ~~the~~amendment ~~redeemable~~to ~~Class~~the ACompany’s ~~ordinary~~Amended ~~shares,~~and ~~par~~Restated ~~value~~Memorandum ~~$0.0001~~and ~~per~~Articles ~~share~~of Association (the “~~Public~~Charter ~~Shares~~Amendment Proposal”), ~~issued~~(ii) inan ~~the~~amendment ~~Company’s initial~~to ~~public~~the ~~offering~~Investment ~~(the~~Manager ~~“IPO”)~~Trust onAgreement, ~~May~~dated 4April 29, 2021~~. Historically~~, aby and ~~portion~~between of the ~~Public~~Company ~~Shares~~and ~~were~~Continental ~~classified~~Stock asTransfer ~~permanent equity~~& toTrust ~~maintain~~Company, ~~stockholders’~~as ~~equity~~trustee ~~greater~~(the ~~than~~“Trust $5Amendment ~~million~~Proposal”), and on(iii) the ~~basis~~adjournment ~~that~~of the ~~Company~~extraordinary ~~will~~general ~~not~~meeting ~~redeem~~of ~~its~~shareholders ~~Public~~(the ~~Shares in~~“Adjournment anProposal” ~~amount~~and ~~that~~together ~~would~~with the ~~cause~~Charter ~~its~~Amendment ~~net~~Proposal ~~tangible~~and ~~assets~~Trust toAmendment beProposal, ~~less~~the ~~than~~“Proposals”), $5which would,~~000,001,~~ asif ~~described~~implemented, inallow the Company’s to ~~amended~~redeem ~~and~~all ~~restated memorandum~~of ~~and~~its ~~articles~~outstanding ofClass ~~association~~A Ordinary Shares (the “~~Charter~~Public Shares”). ~~Pursuant~~in toadvance ~~such~~of ~~re-evaluation,~~ the Company’s ~~management has~~contractual ~~determined~~expiration ~~that~~date ~~the~~of ~~Public~~May ~~Shares~~4, ~~include~~2023 ~~certain~~by ~~provisions~~changing ~~that~~the ~~require~~date ~~classification~~by ofwhich ~~all~~the ofCompany ~~the~~must ~~Public~~consummate ~~Shares~~a asmerger, ~~temporary~~share ~~equity~~exchange, asset acquisition, ~~regardless~~share ofpurchase, or similar business combination from May 4, 2023 to the ~~net~~date ~~tangible~~of ~~assets~~the ~~redemption~~extraordinary ~~limitation~~general ~~contained~~meeting inof shareholders (the “Amended ~~Charter~~Termination Date”). In ~~addition~~The virtual special meeting will be held on Thursday, inNovember ~~connection~~17, ~~with~~2022, ~~the~~at ~~change~~6:00 p.m. local intime, ~~presentation~~and the record date for the ~~Public~~meeting ~~Shares,~~is the ~~Company~~close ~~also~~of ~~revised~~business ~~its~~(New ~~net~~York ~~loss~~time) ~~per~~on ~~ordinary~~October ~~share~~21, ~~calculation~~2022.

~~Therefore, on December 9,~~In ~~2021,~~connection ~~the Company’s management, together~~ with the ~~Audit~~approval ~~Committee~~ of the ~~Board~~Charter ofAmendment ~~Directors~~Proposal, of the ~~Company~~holders ~~(the~~of ~~“Audit~~Public ~~Committee”), concluded~~Shares ~~that~~may ~~the~~elect ~~Company’s~~to ~~previously~~redeem ~~issued~~all ~~(i)~~or ~~audited~~a ~~balance~~portion ~~sheet as~~ of their ~~May~~Public 4,Shares ~~2021,~~in asexchange ~~filed~~for intheir ~~Form~~pro ~~8-K~~rata ~~with~~portion of the ~~U.S.~~funds ~~Securities and~~held ~~Exchange~~in ~~Commission~~the trust account (the “~~SEC~~Voluntary Redemption”). If onthe ~~May~~Proposals 10are approved, ~~2021~~the ~~and~~Company ~~(ii)~~will ~~unaudited~~redeem ~~interim~~all ~~financial~~remaining ~~statements~~Public ~~for~~Shares ~~the~~not ~~three~~redeemed ~~months~~in ~~ended June 30, 2021 and for~~ the ~~period from~~Voluntary ~~February~~Redemption ~~4, 2021~~ (~~Inception~~the “Mandatory Redemption”). ~~through~~The ~~June~~Company ~~30,~~expects ~~2021,~~to ~~filed~~complete ~~with~~ the ~~SEC~~Voluntary onRedemption, ~~August~~if 11any, ~~2021~~and ~~(collectively,~~ the ~~“Affected~~Mandatory ~~Periods”),~~Redemption ~~should~~as bepromptly ~~restated~~as toreasonably possible ~~report~~but ~~all~~not ~~Public~~more ~~Shares~~than asten business ~~temporary~~days ~~equity~~after ~~and~~the ~~should~~Amended noTermination ~~longer be relied upon~~Date. AsOn ~~such~~that basis, the Company iscurrently ~~restating~~expects ~~its~~to complete ~~financial~~the ~~statements~~Voluntary ~~for~~Redemption and the ~~Affected~~Mandatory ~~Periods~~Redemption inon anor ~~Amendment~~around ~~No.~~November 123, to2022 if shareholders approve the ~~Company’s~~Proposals. Additionally, ~~Quarterly~~the ~~Report~~last onday ~~Form~~of ~~10-Q~~trading ~~for~~of the ~~quarterly~~Public ~~period~~Shares ~~ended~~will ~~September~~be 30November 17, ~~2021~~2022, toif beshareholders ~~filed~~approve ~~with~~ the ~~SEC (the “Q3 Form 10-Q/A”)~~Proposals.

~~The restatement does not~~Forward-Looking ~~have an impact on the Company’s cash position.~~Statements

~~The~~Certain statements ~~Company’s~~included ~~management~~in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A ~~has~~of ~~concluded~~the ~~that~~Securities inAct ~~light~~of 1933, as amended, and Section 21E of the ~~classification~~Securities ~~error~~Exchange ~~described~~Act ~~above~~of 1934, aas ~~material~~amended, ~~weakness~~that ~~exists~~are innot historical facts, including with respect to the Company’s ~~internal~~anticipated ~~control over~~redemption, ~~financial~~liquidation ~~reporting~~and dissolution, and involve risks and uncertainties that ~~the~~could ~~Company’s~~cause ~~disclosure~~actual ~~controls~~results to differ materially from those expected and ~~procedures~~projected. ~~were~~Words ~~not~~such ~~effective~~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. ~~The~~Such forward-looking ~~Company~~statements relate to future events or future performance, but reflect management’s ~~remediation~~current beliefs, based on information ~~plan~~currently ~~with~~available. ~~respect~~A number of factors could cause actual events, performance or results to ~~such~~differ ~~material~~materially ~~weakness~~from ~~will~~the beevents, ~~described~~performance and results discussed in ~~more~~the ~~detail~~forward-looking statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in the Q3forward-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/A 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.

~~The~~Forward-looking statements speak only as of the date they are made, and the Company’s ~~management~~ 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 ~~Audit~~forward-looking ~~Committee~~statements ~~have~~set ~~discussed~~forth herein will be achieved or that any of the ~~matters~~contemplated ~~disclosed~~results of such forward-looking statements will be achieved. The inclusion of any statement in this Current Report on Form 8-K ~~pursuant~~does tonot ~~this~~constitute ~~Item~~an ~~4.02~~admission ~~with~~by the Company’s or any other person that the events or circumstances ~~independent~~described ~~registered~~in ~~public~~such ~~accounting~~statements ~~firm~~are material.

~~SIGNATURE~~1

~~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.~~SIGNATURE

ION ACQUISITION CORP 3 LTD.
By:	/s/ Anthony Reich
	Name:	Anthony Reich
	Title:	Chief Financial Officer
	Date:	December 9, 2021

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

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