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.




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