UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40372

ION ACQUISITION CORP 3 LTD. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

89 Medinat Hayehudim Street ~~Herzliya 4676672, Israel (Address of Principal Executive Offices, including zip code)~~

~~+972~~Herzliya ~~(9) 970-3620 (Registrant’s telephone number~~4676672, ~~including area code)~~Israel

~~N/A~~ (~~Former~~Address of ~~name,~~Principal ~~former~~Executive ~~address and former fiscal year~~Offices, ifincluding ~~changed~~zip ~~since last report~~code)

+972 (9) 970-3620

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 shares, par value $0.0001 per share		IACC		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~August~~November 414, 2022, there were 26,056,000 Class A ordinary shares, $0.0001 par value per share, and 6,325,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

ION ACQUISITION CORP 3 LTD.

FORM 10-Q FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)		1
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited)		1
Condensed Statements of Operations for the three months ended June 30, 2022 and 2021 (Unaudited), for the six months ended June 30, 2022 and for the period from February 4, 2021 (Inception) through June 30, 2021 (Unaudited)		2
Condensed Statements of Operations for the three months ended September 30, 2022 and 2021 (Unaudited), for the nine months ended September 30, 2022 and for the period from February 4, 2021 (Inception) through September 30, 2021 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three months ended June 30, 2022 and 2021, for the six months ended June 30, 2022 and for the period from February 4, 2021 (Inception) through June 30, 2021 (Unaudited)		3
Condensed Statements of Changes in Shareholders’ Deficit for the three months ended September 30, 2022 and 2021, for the nine months ended September 30, 2022 and for the period from February 4, 2021 (Inception) through September 30, 2021 (Unaudited)		3
Condensed Statements of Cash Flows for the six months ended June 30, 2022 and for the period from February 4, 2021 (Inception) through June 30, 2021 (Unaudited)		4
Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from February 4, 2021 (Inception) through September 30, 2021 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		18
Item 4. Controls and Procedures		18
Part II. Other Information
Item 1. Legal Proceedings		19
Item 1A. Risk Factors		19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3. Defaults Upon Senior Securities		20
Item 4. Mine Safety Disclosures		20
Item 5. Other Information		20
Item 6. Exhibits		20
Part III. Signatures		21

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ION ACQUISITION CORP 3 LTD.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	September 30, 2022			December 31, 2021
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	1962,~~004,265~~770		$	1,369,491
Prepaid expenses		~~335~~226,~~758~~234			472,666
Total current assets		1,~~340~~189,~~023~~004			1,842,157
Long-term assets
Marketable securities held in Trust Account		~~253~~254,~~379~~521,~~342~~335			253,012,212
TOTAL ASSETS	$	~~254~~255,~~719~~710,~~365~~339		$	254,854,369
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	~~107~~140,~~188~~978		$	118,450
Accrued offering costs		317,000			317,000
Total current liabilities		~~424~~457,~~188~~978			435,450
Deferred underwriting fee payable		8,855,000			8,855,000
TOTAL LIABILITIES		9,~~279~~312,~~188~~978			9,290,450
Commitments
Class A ordinary shares subject to possible redemption; $0.0001 par value; 25,300,000 shares at $10.01 and $10.00 per share redemption value as of June 30, 2022 and December 31, 2021		253,279,342			253,000,000
Class A ordinary shares subject to possible redemption; $0.0001 par value; 25,300,000 shares at $10.06 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021		254,421,335			253,000,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 756,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		76			76
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 756,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021		76			76
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		633			633
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		633			633
Accumulated deficit		(78,~~839~~024,~~874~~683	)		(7,436,790	)
Total Shareholders’ Deficit		(78,~~839~~023,~~165~~974	)		(7,436,081	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	~~254~~255,~~719~~710,~~365~~339		$	254,854,369

The accompanying notes are an integral part of these financial statements.

ION ACQUISITION CORP 3 LTD.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,			For the Period from February 4, 2021 (inception) through June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,			For the Period from February 4, 2021 (inception) through September 30,
	2022			2021			2022			2021
Formation and operating costs	$	~~202~~184,~~220~~809		$	~~144~~214,~~552~~137		$	~~490~~675,~~872~~681		$	~~149~~363,~~552~~689
Loss from operations		(~~202~~184,~~220~~809	)		(~~144~~214,~~552~~137	)		(~~490~~675,~~872~~681	)		(~~149~~363,~~552~~689	)
Other income:
Interest earned in marketable securities held in Trust Account		~~341~~1,~~652~~141,993			3,~~611~~256			~~367~~1,~~130~~509,123			36,~~611~~867
Other income		~~341~~1,~~652~~141,993			3,~~611~~256			~~367~~1,~~130~~509,123			36,~~611~~867
Net income (loss)	$	~~139~~957,~~432~~184		$	(~~140~~210,~~941~~881	)	$	~~(123~~833,~~742~~442	)	$	(~~145~~356,~~941~~822	)
Weighted average shares outstanding, Redeemable Class A ordinary shares		25,300,000			25,300,000			25,300,000			1117,~~179~~057,~~070~~466
Basic and diluted net income (loss) per Redeemable Class A ordinary shares	$	0.0104		$	(0.5701	)	$	(0.0004	)	$	10.2883
Weighted average shares outstanding, Non-Redeemable Class A and Class B ordinary shares		7,081,000			67,~~490~~081,~~297~~000			7,081,000			6,~~198~~565,~~581~~923
Basic and diluted net income (loss) per Non-Redeemable Class A and Class B ordinary shares	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Basic and diluted net loss per Non-Redeemable Class A and Class B ordinary shares	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

The accompanying notes are an integral part of these financial statements.

ION ACQUISITION CORP 3 LTD.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		756,000	$	76		6,325,000	$	633	$	—	$	(7,436,790	)	$	(7,436,081	)
Net loss		—		—		—		—		—		(263,174	)		(263,174	)
Balance – March 31, 2022		756,000	$	76		6,325,000	$	633	$	—	$	(7,699,964	)	$	(7,699,255	)
Accretion for ordinary shares subject to redemption amount												(279,342	)		(279,342	)
Net income		—		—		—		—		—		139,432			139,432
Balance – June 30, 2022		756,000	$	76		6,325,000	$	633	$	—	$	(7,839,874	)	$	(7,839,165	)
Accretion for ordinary shares subject to redemption amount		—		—		—		—		—		(1,141,993	)		(1,141,993	)
Net income		—		—		—		—		—		957,184			957,184
Balance – September 30, 2022		756,000	$	76		6,325,000	$	633	$	—	$	(8,024,683	)	$	(8,023,974	)

FOR THE THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021

AND FOR THE PERIOD FROM FEBRUARY 4, 2021 (INCEPTION) THROUGH ~~JUNE~~SEPTEMBER 30, 2021

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – February 4, 2021 (inception)		—	$	—	—	—	$	—	$	—		$	—		$	—
Issuance of Class B ordinary shares to the Sponsor		—		—		6,325,000		633		24,367			—			25,000
Net loss		—		—		—		—		—			(5,000	)		(5,000	)
Balance – March 31, 2021		—		—		6,325,000		633	$	24,367			(5,000	)		20,000
Accretion for Class A ordinary shares subject to redemption amount		—		—		—		—		(7,584,291	)		(6,873,433	)		(14,457,724	)
Sale of 756,000 Private Placement Shares		756,000		76		—		—		7,559,924			—			7,560,000
Net loss		—		—		—		—		—			(140,941	)		(140,941	)
Balance – June 30, 2021		756,000	$	76		6,325,000	$	633	$	—			(7,019,374	)		(7,018,665	)
Net loss		—		—		—		—		—			(210,881	)		(210,881	)
Balance – September 30, 2021		756,000	$	76		6,325,000	$	633	$	—		$	(7,230,255	)	$	(7,229,546	)

The accompanying notes are an integral part of these financial statements

ION ACQUISITION CORP 3 LTD.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,			For the Period from February 4, 2021 (Inception) through June 30,
	Nine Months Ended September 30,			For the Period from February 4, 2021 (Inception) through September 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(123,742	)	$	(145,941	)
Net income (loss)	$	833,442		$	(356,822	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation cost paid by Sponsor in exchange for issuance of Founder Shares		—			5,000
Interest earned on investments held in the Trust Account		(~~367~~1,~~130~~509,123	)		(36,~~611~~867	)
Changes in operating assets and liabilities:
Prepaid expenses		~~(38~~246,~~093~~432	)		(~~657~~565,~~948~~472	)
Prepaid insurance		175,001			—
Accrued expenses		22,528			112,398
Due from Sponsor		—			(1,553,900	)
Net cash used in operating activities		(406,721	)		(811,763	)
Accrued expenses		(11,262	)		87,869
Net cash used in operating activities		(365,226	)		(2,268,531	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		—			(253,000,000	)
Net cash used in investing activities		—			(253,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Public Shares, net of underwriting discounts paid		—			247,940,000
Proceeds from sale of Private Placement Shares		—			7,560,000
Proceeds from Promissory Note – related party		—			110,000
Repayment of Promissory Note – related party		—			(146,100	)
Payment of offering costs		—			(~~109~~157,~~124~~624	)
Net cash provided by financing activities		—			255,~~354~~306,~~776~~276
Net Change in Cash		(~~365~~406,~~226~~721	)		861,~~245~~494,513
Cash – Beginning		1,369,491			—
Cash – Ending	$	1962,~~004,265~~770		$	861,~~245~~494,513
Non-Cash Investing and Financing Activities:
Deferred offering costs included in accrued offering costs	$	—		$	~~417~~329,~~500~~000
Deferred offering costs paid through promissory note - related party	$	—		$	36,100
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—		$	20,000
Initial classification of ordinary shares subject to possible redemption	$	—		$	253,000,000
Deferred underwriting fee payable	$	—		$	8,855,000

The accompanying notes are an integral part of these financial statements.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

ION Acquisition Corp. 3 Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 4, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity for the period from February 4, 2021 (inception) through September ~~June~~ 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on April 29, 2021. On May 4, 2021, the Company consummated the Initial Public Offering of 25,300,000 Class A ordinary shares (the “Public Shares”), which gives effect to the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $253,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 756,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to ION Holdings 3, LP (the “Sponsor”), generating gross proceeds of $7,560,000, which is described in Note 4.

Transaction costs amounted to $14,457,724, consisting of $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $542,724 of other offering costs.

Following the closing of the Initial Public Offering on May 4, 2021, an amount of $253,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below, except that the interest earned on the Trust Account can be released to the Company to pay its tax obligations.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

The Public Shareholders will be entitled to redeem their Public Shares, for an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including any interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. Such amount is initially $10.00 per Public Share. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). The Class A ordinary shares that are subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company decides not to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

Prior to the Public Offering, the Sponsor (a) has agreed to waive its redemption rights with respect to any Founder Shares, Private Placement Shares, and Public Shares held by it in connection with the completion of a Business Combination, (b) has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period and (c) has agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. However, if the Sponsor or any of its affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The Company will have until May 4, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On October 28, 2022, the Company filed a definitive proxy statement which contains proposals (1) to amend and restate the Company’s Memorandum and Articles of Association (the “Charter Amendment Proposal”) to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, from May 4, 2023 (the “Original Termination Date”) to the date of the Shareholder Meeting of November 17, 2022 (the “Amended Termination Date”) and to remove the minimum net tangible asset requirement and (2) to amend the Investment Management Trust Agreement, dated April 29, 2021 (the “Trust Agreement”) by and between the Company and Continental Stock Transfer and Trust Company, a New York limited purpose trust company, as trustee (“Continental”) to change the date on which Continental must commence the liquidation of the trust account.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. For the avoidance of doubt, there will be no redemption rights granted to the Private Placement Shares or liquidating distributions rights from the trust account with respect to the Company’s Private Placement Shares if the Company fails to complete the initial business combination within the Combination Period. However, if the Sponsor or any of its affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor will agree that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows.

In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its financial position, results of operations and cash flows.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2022. The interim results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future periods.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined ~~that~~ that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 4, 2023. On October 28, 2022, the Company filed a definitive proxy statement which contains proposals (1) to amend and restate the Company’s Memorandum and Articles of Association to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, from May 4, 2023, to the date of the Shareholder Meeting of November 17, 2022, and to remove the minimum net tangible asset requirement and (2) to amend the Trust Agreement, dated April 29, 2021 by and between the Company and Continental to change the date on which Continental must commence the liquidation of the trust account.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $14,457,724 were initially charged to temporary equity which resulted in accretion of the ordinary shares subject to redemption upon the completion of the Initial Public Offering to the redemption amount. As of ~~June~~September 30, 2022 there were $8,855,000 of deferred offering cost recorded in the accompanying balance sheet.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~June~~September 30, 2022 or December 31, 2021.

Marketable Securities Held in Trust Account

At September ~~June~~ 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which are invested primarily in U.S. Treasury securities.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~June~~September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

At September ~~June~~ 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption and reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	253,000,000
Less:
Redeemable Class A ordinary shares issuance costs		(14,457,724	)
Plus:
Accretion of carrying value to redemption value		14,457,724
Class A ordinary shares subject to possible redemption at December 31, 2021	$	253,000,000
Plus:
Accretion of carrying value to redemption value		~~279~~1,~~342~~421,335
Class A ordinary shares subject to possible redemption at June 30, 2022	$	253,279,342
Class A ordinary shares subject to possible redemption at September 30, 2022	$	254,421,335

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of ~~June~~September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The condensed statements of operations include a presentation of income (loss) per redeemable Class A ordinary share and income (loss) per non-redeemable Class A ordinary share and Class B ordinary share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable Class A ordinary shares and the non-redeemable Class A ordinary shares and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021						Six Months Ended June 30, 2022						For the Period from February 4, 2021 (inception) through June 30, 2021
	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021						Nine Months Ended September 30, 2022						For the Period from February 4, 2021 (inception) through September 30, 2021
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
		Redeemable Class A			Non-redeemable Class A and Class B			Redeemable Class A			Non-redeemable Class A and Class B			Redeemable Class A			Non-redeemable Class A and Class B			Redeemable Class A			Non-redeemable Class A and Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	~~108~~747,~~941~~869		$	30209,~~491~~315		$	(~~112~~164,~~166~~766	)	$	(2846,~~774~~115	)	$	~~(96~~651,~~682~~187	)	$	~~(27~~182,~~060~~255	)	$	(93257,~~884~~646	)	$	(5299,~~057~~176	)
Adjustment of interest income on trust account attributed to accretion of temporary equity		(~~218~~892,~~256~~265	)		(61249,~~086~~728	)		—			—			(~~218~~1,~~256~~110,521	)		(61310,~~086~~814	)		—			—
Accretion of temporary equity to redemption value		~~279~~1,~~342~~141,993			—			~~14,457,724~~—			—			~~279~~1,~~342~~421,335			—			14,457,724			—
Allocation of net income (loss), as adjusted	$	~~170~~997,~~027~~597		$	(3040,~~595~~413	)	$	14(164,~~345,558~~766	)	$	(2846,~~774~~115	)	$	~~(35~~962,~~597~~001	)	$	(88128,~~146~~559	)	$	14,~~363~~200,~~840~~078		$	(5299,~~057~~176	)
Denominator:
Basic and diluted weighted average shares outstanding		25,300,000			7,081,000			25,300,000			67,~~490~~081,~~297~~000			25,300,000			7,081,000			1117,~~179~~057,~~070~~466			6,~~198~~565,~~581~~923
Basic and diluted net income (loss) per ordinary share	$	0.0104		$	(0.0001	)	$	(0.5701	)	$	(0.0001	)	$	(0.0004	)	$	(0.0102	)	$	10.2883		$	(0.0002	)

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,300,000 Public Shares, which gives effect to the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 shares, at a purchase price of $10.00 per Public Share.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 756,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $7,560,000 in a private placement. A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering which are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). For the avoidance of doubt, there will be no redemption rights granted to the Private Placement Shares or liquidating distributions rights from the trust account with respect to the Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

During the period ended March 31, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,325,000 Class B ordinary shares (the “Founder Shares”). 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, the Sponsor surrendered 862,500 Founder Shares and, as a result, there are 6,325,000 Founder Shares issued and outstanding. All share and per share amounts have been retroactively restated to reflect the share capitalization. The Founder Shares included up to 825,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. Due to exercise of the over-allotment option in full, 825,000 Founder Shares are no longer subject to forfeiture.

The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On February 21, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. In 2021 the Promissory Note of $146,100 was repaid at the closing of the Initial Public Offering. Borrowings under the Promissory Note are no longer available.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Due from Sponsor

A portion of the proceeds from the sale of the Private Placement Shares in the amount of $1,553,900 to be held outside of the Trust Account for working capital purposes was received by the Company on August 12, 2021 and no amount is due from the Sponsor as of ~~June~~September 30, 2022.

Administrative Services Agreement

The Company entered into an agreement commencing on April 29, 2021, pursuant to which it agreed to pay the Sponsor up to $10,000 per month for office space, utilities and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred $30,000 and $6090,000 in fees for these services,. ofFor ~~which~~the ~~$10,000 are~~three ~~recorded~~months asended ~~accrued~~September ~~expenses~~30, in2021 and the ~~condensed~~period ~~balance~~from ~~sheets.~~February ~~For~~4, ~~the~~2021 ~~period~~(inception) ~~ended~~through September ~~June~~ 30, 2021, the Company incurred $2030,000 and $50,000, respectively, in fees for these services, of which $10,000 iswere ~~included~~recorded as ~~in accounts payable and~~ accrued ~~expense in the accompanying balance sheet~~expenses.

Forward Purchase Agreements

The Company entered into forward purchase agreements, pursuant to which the forward purchase investors (ION Crossover Partners LP, ION Asset Management Ltd., ION Tech Fund Ltd., The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension and Provident Fund Ltd.) agreed to purchase an aggregate of up to 12,000,000 Class A ordinary shares, at a purchase price of $10.00 per share, or up to $120.0 million in the aggregate, in private placements that will close substantially concurrently with the closing of the Company’s initial Business Combination (the “Forward Purchase Shares”). Any reduction in the number of Forward Purchase Shares will be made in the Company’s sole discretion. The Forward Purchase Shares will be identical to the Public Shares, except that the holders thereof will have certain registration rights. The forward purchase agreements and the registration rights agreement also provide that the forward purchase investors are entitled to registration rights with respect to the Forward Purchase Shares. The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-business combination company. The forward purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. No forward purchase investor will have the ability to approve the Business Combination prior to the signing of a material definitive agreement. The Forward Purchase Shares will be issued only in connection with the closing of a Business Combination.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of ~~June~~ September 30, 2022 and December 31, 2021, the Company had no borrowings under the Promissory Note and the Working Capital Loans.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the results of its operations, and/or its search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Third Point Side Letter Agreement

Pursuant to a side letter agreement entered into on April 15, 2021, because Third Point purchased approximately 7% of the shares sold in the Initial Public Offering, the Company agreed to use commercially reasonable efforts to provide Third Point the opportunity to purchase at least 10% of the shares issued by the Company or its Business Combination target, as the case may be, in a private offering in order to facilitate the Initial Business Combination.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Registration Rights

Pursuant to a registration rights agreement entered into on April 29, 2021, the holders of the Founder Shares, Private Placement Shares, Forward Purchase Shares, and any Private Placement Shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were provided a cash underwriting discount of $0.20 per Public Share, or $5,060,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Public Share, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~June~~September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At ~~June~~September 30, 2022 and December 31, 2021, there were 756,000 Class A ordinary shares issued or outstanding, excluding 25,300,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At ~~June~~September 30, 2022 and December 31, 2021, there were 6,325,000 Class B ordinary shares issued and outstanding.

Only holders of Class B ordinary shares will be entitled to vote on the appointment of directors in any election held prior to or in connection with the completion of the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding (excluding the Private Placement Shares) after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

The Private Placement Shares are identical to the Public Shares, except that the Private Placement Shares are not (i) redeemable by the Company, (ii) transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and (iii) are entitled to registration rights. For the avoidance of doubt, there are no redemption rights granted to the Private Placement Share or liquidating distributions rights from the Trust Account with respect to the Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period.

ION ACQUISITION CORP 3 LTD.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at ~~June~~ September 30, 2022 and December 31, 2021 which indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description

Level

~~June~~September 30, 2022

December 31, 2021

Assets:

Marketable securities held in Trust Account

~~253~~254,~~379~~521,~~342~~335

253,012,212

14NOTE 9. SUBSEQUENT EVENTS

~~ITEM~~The Company 2evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. ~~MANAGEMENT’S~~Based ~~DISCUSSION~~upon ~~AND~~this ~~ANALYSIS~~review, OFother ~~FINANCIAL~~than ~~CONDITION~~described ~~AND~~below, ~~RESULTS~~the OFCompany ~~OPERATIONS~~did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

~~References in this report (the “Quarterly~~Definitive ~~Report”)~~Proxy to “we,” “us” or the “Company” refer to ION Acquisition Corp 3 Ltd. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors including those set forth in the “Special Note Regarding Forward-Looking Statements” below.Statement

~~Special~~On ~~Note~~October ~~Regarding~~28, ~~Forward-Looking~~2022, ~~Statements~~ the Company filed a definitive proxy statement which contains proposals (1) to amend and restate the Company’s Memorandum and Articles of Association to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, from May 4, 2023, to the date of the Shareholder Meeting of November 17, 2022, and to remove the minimum net tangible asset requirement and (2) to amend the Trust Agreement, dated April 29, 2021, by and between the Company and Continental, pursuant to an amendment to the Trust Agreement to change the date on which Continental must commence the liquidation of the trust account.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Amended Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” 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 that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. 14

~~Overview~~ ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WeReferences in ~~are~~this areport ~~blank~~(the ~~check~~“Quarterly ~~company~~Report”) ~~incorporated~~to in “we,” “us” or the ~~Cayman~~“Company” ~~Islands~~refer onto ~~February~~ION 4,Acquisition Corp ~~2021,~~3 ~~formed~~Ltd. ~~for~~References ~~the~~to ~~purpose~~our of“management” ~~effecting~~or aour ~~merger,~~“management ~~amalgamation,~~team” ~~share~~refer ~~exchange,~~to ~~asset~~our ~~acquisition, share~~officers ~~purchase,~~and ~~reorganization~~directors. orThe following ~~other~~discussion ~~similar~~and ~~Business~~analysis ~~Combination~~of ~~with~~the ~~one~~Company’s orfinancial ~~more~~condition ~~businesses.~~and Weresults ~~intend~~of tooperations ~~effectuate~~should ~~our~~be ~~Business~~read in conjunction ~~Combination~~with ~~using~~the ~~cash~~financial ~~derived~~statements ~~from~~and the ~~proceeds~~notes ofthereto ~~the~~contained ~~Initial~~elsewhere ~~Public~~in ~~Offering~~this ~~and~~Quarterly ~~the~~Report. ~~sale~~Certain ofinformation contained in the discussion ~~Private~~and ~~Placement~~analysis ~~Shares,~~set ~~our~~forth ~~shares,~~below includes forward-looking statements that involve risks and uncertainties. Our actual results ~~debt~~may ordiffer materially from those anticipated in these forward-looking statements as a ~~combination~~result of ~~cash,~~many ~~shares~~factors ~~and~~including ~~debt~~those set forth in the “Special Note Regarding Forward-Looking Statements” below.

~~We expect to continue to incur significant costs~~Special inNote ~~the~~Regarding ~~pursuit~~Forward-Looking ~~of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.~~Statements

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through June 30, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.Overview

~~For~~We are a blank check company incorporated in the ~~three~~Cayman ~~months~~Islands ~~ended~~on ~~June~~February 304, ~~2022~~2021, ~~we had~~formed afor ~~net~~the ~~income~~purpose of ~~$139~~effecting a merger,~~432~~ amalgamation, share ~~which~~exchange, ~~consisted~~asset ofacquisition, ~~interest~~share ~~earned~~purchase, onreorganization ~~marketable~~or ~~securities~~other ~~held~~similar inBusiness Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the ~~Trust~~proceeds ~~Account~~of the Initial Public Offering and the sale of the ~~$341~~Private Placement Shares,~~652,~~ ~~offset by~~our ~~formation~~shares, ~~and~~debt ~~operating~~or ~~expenses~~a combination of ~~$202~~cash,~~220~~ shares and debt.

~~For~~We expect ~~the~~to ~~six~~continue ~~months~~to ~~ended~~incur ~~June~~significant ~~30,~~costs ~~2022,~~in wethe ~~had a~~pursuit ~~net loss~~ of ~~$123,742,~~our ~~which~~acquisition ~~consisted~~plans. ofWe ~~formation~~cannot ~~and~~assure ~~operating~~you ~~expenses~~that ofour ~~$490,872~~plans ~~offset~~to ~~by interest earned on marketable securities~~complete ~~held~~a inBusiness ~~the~~Combination ~~Trust~~will ~~Account~~be ~~of $367,130~~successful.

~~For the three months ended June 30, 2021, we~~Results ~~had a net loss~~ of ~~$140,941, which consisted of formation and operating expenses of $144,552 offset by interest earned on marketable securities held in the Trust Account of $3,611.~~Operations

~~For~~We have ~~the~~neither ~~period~~engaged ~~from~~in ~~February~~any 4,operations ~~2021~~nor (generated any operating revenues to date. Our only activities from inception) through ~~June~~ September 30, ~~2021,~~2022 wewere ~~had~~organizational aactivities ~~net~~and ~~loss~~those ofnecessary ~~$145~~to prepare for the Initial Public Offering,~~941,~~ ~~which~~described ~~consisted~~below. ofWe ~~formation~~do ~~and~~not expect to generate any operating ~~expenses~~revenues until after the completion of ~~$149,552,~~our ~~offset~~initial byBusiness ~~interest~~Combination. We generate non-operating income in ~~earned~~the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of $3being a public company (for legal,~~611~~ financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

15For the three months ended September 30, 2022, we had a net income of $957,184, which consisted of interest earned on marketable securities held in the Trust Account of $1,141,993, offset by formation and operating expenses of $184,809.

~~Liquidity~~For the nine months ended September 30, 2022, we had a net income of $833,442, which consisted of interest earned on marketable securities held in the Trust Account of $1,509,123, offset by formation and ~~Capital~~operating ~~Resources~~expenses of $675,681.

OnFor the ~~May~~three 4months ended September 30, 2021, we ~~consummated~~had ~~the~~a ~~Initial~~net ~~Public Offering~~loss of ~~25,300,000 Class A ordinary shares of the Company, par value~~ $~~0.0001 per share (the “Shares”)~~210, ~~at a price of $10.00 per Share~~881, which ~~gives~~consisted ~~effect to the full exercise by the underwriters~~ of ~~their~~formation ~~over-allotment~~and ~~option~~operating inexpenses ~~the amount~~ of 3$214,~~300,000~~137 ~~Shares,~~offset ~~generating~~by ~~gross~~interest ~~proceeds~~earned ofin ~~$253,000,000.~~marketable ~~Simultaneously~~securities ~~with~~held ~~the~~in ~~closing of~~ the ~~Initial~~Trust ~~Public~~Account ~~Offering, we consummated the sale~~ of ~~756,000 Private Placement Shares to the Sponsor at a price of~~ $~~10.00 per Private Placement Share~~3, ~~generating gross proceeds of $7,560,000~~256.

~~Following~~ For the ~~Initial~~period ~~Public~~from ~~Offering~~February 4, ~~the~~2021 ~~full exercise~~(inception) ofthrough ~~the~~September ~~over-allotment~~30, ~~option~~2021, ~~and~~we ~~the~~had ~~sale of the Private Placement Shares,~~ a ~~total~~net loss of $~~253~~356,~~000~~822,~~000~~ ~~was~~which ~~placed~~consisted inof ~~the Trust~~formation ~~Account.~~and Weoperating ~~incurred~~expenses of $14363,~~457,724~~689 inoffset ~~transaction~~by ~~costs,~~interest ~~including~~earned ~~$5,060,000~~on ofmarketable ~~underwriting~~securities ~~fees,~~held ~~$8,855,000~~in ofthe ~~deferred~~Trust ~~underwriting fees~~Account ~~and~~of $~~542~~6,~~724 of other offering costs~~867.

For the six months ended June 30, 2022, cash used in operating activities was $365,226. Net loss of $123,742 was affected by the interest earned on marketable securities held in the Trust Account of $367,130, and changes in operating assets and liabilities which provided $125,646 of cash from operating activities.15

~~For the period from February 4, 2021 (inception)~~Liquidity through June 30, 2021, cash used in operating activities was $2,268,531. Net loss of $145,941 was affected by the payment of formation costs through the issuance of Class B ordinary shares of $5,000, the interest earned on marketable securities held in the Trust Account of $3,611, and ~~changes~~Capital ~~in operating assets and liabilities which used $2,123,979 of cash from operating activities.~~Resources

AtOn May ~~June 30~~4, ~~2022~~2021, we ~~had~~consummated ~~cash~~the ~~held~~Initial inPublic ~~the~~Offering ~~Trust Account~~ of ~~$253~~25,~~379~~300,~~342.~~000 WeClass ~~intend~~A toordinary ~~use~~shares ~~substantially all~~ of the ~~funds held in the Trust Account~~Company, ~~including~~par ~~any~~value ~~amounts~~$0.0001 ~~representing interest~~per ~~earned on~~ share (the ~~Trust Account~~“Shares”), ~~which~~at ~~interest~~a ~~shall~~price ~~be net~~ of ~~taxes~~$10.00 ~~payable~~per ~~and~~Share, ~~excluding~~which ~~deferred~~gives ~~underwriting~~effect ~~commissions,~~ to ~~complete~~ ~~our~~the ~~Business~~full ~~Combination.~~exercise Weby ~~may withdraw interest from~~ the ~~Trust~~underwriters ~~Account~~of totheir ~~pay~~over-allotment option ~~taxes,~~in ~~if any. To~~ the ~~extent~~amount ~~that~~of ~~our~~3,300,000 ~~share capital or debt is used~~Shares, ingenerating ~~whole~~gross orproceeds inof ~~part~~$253,000,000. asSimultaneously ~~consideration~~with tothe ~~complete~~closing aof ~~Business Combination,~~ the ~~remaining~~Initial ~~proceeds~~Public Offering, ~~held~~we inconsummated the ~~Trust~~ ~~Account~~sale ~~will~~of be756,000 ~~used~~Private asPlacement ~~working~~Shares ~~capital~~ to ~~finance~~ the ~~operations~~Sponsor ofat ~~the~~a ~~target~~price ~~business~~of or$10.00 ~~businesses,~~per ~~make~~Private ~~other~~Placement ~~acquisitions~~Share, ~~and~~generating ~~pursue~~gross ~~our~~proceeds ~~growth~~of ~~strategies~~$7,560,000.

AtFollowing the ~~June~~Initial ~~30,~~Public ~~2022~~Offering, wethe ~~had~~full ~~cash~~exercise of ~~$1,004,265 held outside of~~ the ~~Trust~~over-allotment ~~Account.~~option, Weand ~~intend to use~~ the ~~funds~~sale ~~held~~of ~~outside~~ the ~~Trust~~Private ~~Account~~Placement ~~primarily to identify and evaluate target businesses~~Shares, ~~perform~~ ~~business~~a ~~due~~total ~~diligence on prospective target businesses~~of $253,000,000 ~~travel~~was toplaced ~~and~~in ~~from~~ the ~~offices,~~Trust ~~plants~~Account. orWe ~~similar~~incurred ~~locations~~$14,457,724 ofin ~~prospective target~~transaction ~~businesses~~costs, orincluding ~~their representatives or owners~~$5,060,000 ~~review corporate documents and material agreements~~ of ~~prospective~~underwriting ~~target businesses~~fees, ~~structure~~$8,855,000 ~~negotiate~~of deferred underwriting fees and ~~complete~~$542,724 aof ~~Business~~other ~~Combination~~offering costs.

~~In order to fund working capital deficiencies~~For orthe ~~finance~~nine ~~transaction~~months ~~costs~~ended inSeptember ~~connection with a Business Combination~~30, ~~our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may~~2022, ~~but~~cash ~~are~~used ~~not~~in ~~obligated~~operating ~~to,~~activities ~~loan~~was ~~us funds as may be required~~$406,721. IfNet weincome ~~complete~~of ~~a Business Combination~~$833,442 wewas ~~may repay~~affected ~~such~~by ~~loaned amounts out of~~ the ~~proceeds of the Trust Account released to us. In the event that a Business Combination does not~~ ~~close,~~interest weearned ~~may~~on ~~use~~marketable asecurities ~~portion of the working capital~~ held ~~outside~~in the Trust Account ~~to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Upon completion~~ of ~~a Business Combination, up to~~ $1,~~500~~509,~~000 of such loans may be convertible into private placement shares~~123, atand achanges ~~price~~in ofoperating ~~$10.00~~assets ~~per~~and ~~private~~liabilities ~~placement~~which provided ~~share~~$268,960 ~~at the option~~ of ~~the~~cash ~~lender.~~from ~~The~~operating ~~private placement shares would be identical to the Private Placement Shares~~activities.

WeFor the ~~believe~~period wefrom ~~will~~February ~~not~~4, ~~need~~2021 to(inception) ~~raise~~through ~~additional funds~~September in30, ~~order~~2021, tocash ~~meet~~used ~~the~~in ~~expenditures required for~~ operating ~~our~~activities ~~business.~~was ~~However~~$811,763. ifNet ~~our~~loss ~~estimate~~ of ~~the costs of identifying a target~~ ~~business~~$356,822 ~~undertaking~~was ~~in-depth~~affected ~~due~~by ~~diligence~~the ~~and~~payment ~~negotiating~~of aformation ~~Business~~costs ~~Combination~~through ~~are less than~~ the ~~actual~~issuance ~~amount~~of ~~necessary~~Class toB doordinary ~~so, we~~shares ~~may~~of ~~have insufficient funds available to operate our business prior to our initial Business Combination. Moreover~~$5,000, weinterest ~~may~~earned ~~need to~~on ~~obtain~~marketable ~~additional~~securities ~~financing~~held ~~either~~in tothe ~~complete~~Trust ~~our~~Account ~~Business Combination or because we become obligated to redeem a significant number~~ of ~~our~~$6,867, ~~Public~~and ~~Shares~~changes ~~upon~~in ~~completion~~operating ofassets ~~our~~and ~~Business Combination~~liabilities, in which ~~case~~used we$453,074 ~~may~~of ~~issue additional securities or incur debt in connection~~cash ~~with~~from ~~such~~operating ~~Business Combination~~activities.

~~Going~~At September ~~Concern~~30, 2022, we had cash held in the Trust Account of $254,521,335. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

InAt September ~~connection~~30, ~~with~~2022, ~~our~~we ~~assessment~~had cash of ~~going~~$962,770 ~~concern considerations~~held inoutside ~~accordance~~of ~~with~~the ~~Financial~~Trust ~~Accounting~~Account. ~~Standard~~We ~~Board’s~~intend ~~Accounting~~to ~~Standards~~use ~~Update~~the ~~(“ASU”)~~funds ~~2014-15, “Disclosures~~held ofoutside ~~Uncertainties~~the ~~about~~Trust anAccount primarily ~~Entity’s Ability~~ to ~~Continue~~identify asand aevaluate ~~Going~~target ~~Concern~~businesses,” ~~management~~perform ~~has~~business ~~determined that~~due ~~the~~diligence ~~mandatory~~on ~~liquidation~~prospective ~~and~~target ~~subsequent~~businesses, ~~dissolution~~travel ~~raises~~to ~~substantial~~and from ~~doubt~~the ~~about~~offices, ~~our~~plants ~~ability~~or tosimilar ~~continue~~locations asof aprospective ~~going~~target ~~concern. No~~businesses ~~adjustments~~or ~~have~~their ~~been~~representatives ~~made~~or toowners, ~~the~~review ~~carrying~~corporate ~~amounts~~documents and ofmaterial ~~assets~~agreements orof ~~liabilities~~prospective ~~should~~target webusinesses, bestructure, ~~required~~negotiate toand ~~liquidate~~complete ~~after~~a ~~May~~Business ~~4, 2023~~Combination.

~~Off-Balance~~In order ~~Sheet~~to ~~Financing~~fund ~~Arrangements~~working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Upon completion of a Business Combination, up to $1,500,000 of such loans may be convertible into private placement shares, at a price of $10.00 per private placement share, at the option of the lender. The private placement shares would be identical to the Private Placement Shares.

We believe ~~have~~we nowill ~~obligations,~~not ~~assets~~need orto ~~liabilities, which~~raise ~~would~~additional befunds ~~considered~~in ~~off-balance~~order ~~sheet~~to ~~arrangements~~meet asthe ofexpenditures ~~June~~required ~~30,~~for ~~2022~~operating our business. WeHowever, doif our ~~not~~estimate ~~participate~~of the costs of identifying a target business, undertaking in-depth ~~transactions~~due ~~that~~diligence ~~create~~and ~~relationships with~~negotiating ~~unconsolidated~~a ~~entities~~Business orCombination are ~~financial~~less ~~partnerships,~~than ~~often~~the ~~referred~~actual toamount asnecessary ~~variable~~to ~~interest~~do ~~entities~~so, ~~which~~we ~~would~~may have ~~been~~insufficient ~~established for~~funds ~~the~~available ~~purpose~~to ofoperate ~~facilitating~~our ~~off-balance~~business ~~sheet~~prior ~~arrangements.~~to Weour ~~have~~initial Business ~~not~~Combination. ~~entered~~Moreover, ~~into~~we ~~any~~may ~~off~~need ~~balance~~to ~~sheet~~obtain additional financing ~~arrangements,~~either to complete our Business Combination or because we ~~established~~become ~~any~~obligated ~~special~~to ~~purpose~~redeem ~~entities,~~a ~~guaranteed~~significant ~~any~~number ~~debt~~of orour ~~commitments~~Public Shares upon completion of ~~other~~our ~~entities~~Business Combination, in which case we may issue additional securities or ~~purchased~~incur ~~any~~debt ~~non-financial~~in ~~assets~~connection with such Business Combination.

16Going Concern

~~Contractual~~In ~~Obligations~~connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 4, 2023. On October 28, 2022, we filed a definitive proxy statement which contains proposals (1) to amend and restate our Memorandum and Articles of Association to change the date by which we must consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, from May 4, 2023, to the date of the Shareholder Meeting of November 17, 2022, and to remove the minimum net tangible asset requirement and (2) to amend the Trust Agreement, dated April 29, 2021, by and between the Company and Continental to change the date on which Continental must commence the liquidation of the trust account.

~~We do not have any long~~Off-~~term debt, capital lease~~Balance ~~obligations,~~Sheet ~~operating~~Financing lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities and administrative and support services. We began incurring these fees on April 29, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. The underwriters are entitled to a deferred fee of $0.35 per share, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.Arrangements

We ~~entered into forward purchase agreements,~~ ~~pursuant~~have tono ~~which the forward purchase investors (ION Crossover Partners LP~~obligations, ~~ION~~assets ~~Asset~~or ~~Management Ltd.~~liabilities, ~~ION~~which ~~Tech~~would ~~Fund~~be ~~Ltd.,~~considered ~~The~~off-balance ~~Phoenix Insurance~~sheet ~~Company~~arrangements ~~Ltd.,~~as ~~The Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension and Provident Fund Ltd.) agreed to purchase an aggregate~~ of upSeptember ~~to 12~~30,~~000,000~~ ~~Class A ordinary shares, at a purchase price of $10~~2022.00 ~~per~~We ~~share, or up to $120.0 million~~do innot ~~the~~participate ~~aggregate,~~ in ~~private~~transactions ~~placements~~ that ~~will~~create ~~close~~relationships ~~substantially concurrently~~ with ~~the~~unconsolidated ~~closing~~entities ofor ~~the~~financial Company’s initial Business Combination. Any reduction in the number of forward purchase shares will be made in the Company’s sole discretion. The forward purchase shares are identical to the Public Sharespartnerships, ~~except~~often ~~that~~referred ~~the holders thereof will have certain registration rights. The forward purchase agreements and the registration rights agreement also provide that the forward purchase investors are entitled~~ to ~~registration rights with respect to the forward purchase shares. The proceeds from the sale of the forward purchase shares may be used~~ as ~~part of~~ ~~the~~variable ~~consideration~~interest ~~to the sellers in a Business Combination~~entities, ~~expenses~~which inwould ~~connection~~have ~~with~~been aestablished ~~Business Combination or~~ for ~~working capital in~~ the ~~post-business~~purpose ~~combination company. The forward purchases are required to be made regardless~~ of ~~whether~~facilitating ~~any~~off-balance ~~Class~~sheet Aarrangements. ~~ordinary~~We ~~shares~~have ~~are~~not ~~redeemed~~entered byinto ~~the~~any ~~Public~~off ~~Shareholders~~balance ~~and~~sheet ~~are~~financing ~~intended~~arrangements, toestablished ~~provide~~any ~~the~~special ~~Company~~purpose ~~with~~entities, aguaranteed ~~minimum~~any ~~funding~~debt ~~level~~or ~~for a Business Combination.~~commitments ~~No forward purchase investor will have the ability to approve the Business Combination prior to the signing~~ of aother ~~material~~entities, ~~definitive agreement.~~or ~~The~~purchased ~~forward~~any ~~purchase~~non-financial ~~shares will be issued only in connection with the closing of a Business Combination~~assets.

~~Critical Accounting Policies~~16

~~The preparation of financial statements and related~~Contractual disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:Obligations

~~Class~~We do Anot ~~Ordinary~~have ~~Shares~~any ~~Subject~~long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to ~~Possible~~pay the Sponsor a monthly fee of $10,000 for office space, utilities and administrative and support services. We began incurring these ~~Redemption~~fees on April 29, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. The underwriters are entitled to a deferred fee of $0.35 per share, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

We entered ~~account~~into ~~for~~forward ~~our~~purchase ~~Class~~agreements, Apursuant ~~ordinary~~to ~~shares~~which ~~subject to~~the ~~possible~~forward ~~redemption~~purchase ininvestors ~~accordance~~(ION ~~with~~Crossover ~~the~~Partners ~~guidance~~LP, inION ~~Accounting~~Asset ~~Standards~~Management Ltd., ~~Codification~~ION ~~(“ASC”)~~Tech ~~Topic~~Fund ~~480~~Ltd., ~~“Distinguishing Liabilities~~The ~~from~~Phoenix ~~Equity.”~~Insurance ~~Ordinary~~Company ~~shares~~Ltd., ~~subject~~The toPhoenix ~~mandatory~~Insurance ~~redemption~~Company ~~are~~Ltd. ~~classified~~(Nostro) asand aThe ~~liability~~Phoenix ~~instrument~~Excellence Pension and ~~measured at~~Provident ~~fair~~Fund ~~value~~Ltd.) ~~Conditionally~~agreed ~~redeemable~~to ~~ordinary~~purchase ~~shares~~an ~~(including~~aggregate ~~ordinary~~of ~~shares~~up ~~that~~to ~~feature~~12,000,000 ~~redemption~~Class ~~rights~~A ~~that~~ordinary ~~are~~shares, ~~either~~at ~~within the~~a ~~control~~purchase price of $10.00 ~~the~~per ~~holder~~share, or ~~subject~~up to ~~redemption~~$120.0 ~~upon~~million in the ~~occurrence~~aggregate, ofin ~~uncertain~~private ~~events~~placements ~~not~~that ~~solely~~will ~~within~~close ~~our~~substantially ~~control)~~concurrently ~~are~~with ~~classified~~the asclosing ~~temporary~~of ~~equity~~the Company’s initial Business Combination. AtAny ~~all~~reduction ~~other~~in ~~times,~~the ~~ordinary~~number of forward purchase shares ~~are~~will ~~classified~~be asmade ~~shareholders~~in the Company’s ~~equity~~sole discretion. ~~Our~~The ~~Class~~forward Apurchase ~~ordinary~~ shares – are identical to the Public Shares, ~~feature~~except that the holders thereof will have certain ~~redemption~~registration rights. The forward purchase agreements and the registration rights agreement also provide that the forward purchase investors are ~~considered~~entitled to beregistration ~~outside~~rights with respect to the forward purchase shares. The proceeds from the sale of ~~our~~the forward ~~control~~purchase ~~and~~shares ~~subject~~may tobe ~~occurrence~~used as part of ~~uncertain~~the consideration to the sellers in a Business Combination, expenses in connection with ~~future~~a ~~events~~Business Combination or for working capital in the post-business combination company. ~~Accordingly,~~The forward purchases are required to be made regardless of whether any Class A ordinary shares –are ~~Public~~redeemed ~~Shares~~by ~~subject~~the toPublic ~~possible~~Shareholders ~~redemption~~and are ~~presented~~intended atto ~~redemption~~provide the Company with ~~value~~a asminimum ~~temporary~~funding ~~equity,~~level ~~outside~~for ofa Business Combination. No forward purchase investor will have the ~~shareholders’~~ability ~~deficit~~to ~~section~~approve the Business Combination prior to the signing of ~~our~~a ~~condensed~~material ~~balance~~definitive ~~sheets~~agreement. The forward purchase shares will be issued only in connection with the closing of a Business Combination.

~~Net~~Critical Accounting ~~Income (Loss) Per Ordinary Share~~Policies

~~We apply the two-class method in calculating~~The ~~net~~preparation ~~income~~of ~~(loss)~~financial ~~per~~statements ~~ordinary~~and ~~share.~~related Indisclosures ~~order~~in toconformity ~~determine~~with ~~the~~accounting ~~net~~principles ~~income~~generally ~~(loss)~~accepted ~~attributable~~in ~~to both~~ the ~~redeemable Class A ordinary~~United ~~shares~~States ~~and~~of ~~the~~America ~~non-redeemable~~requires ~~Class~~management Ato ~~ordinary~~make ~~shares~~estimates and ~~Class~~assumptions Bthat ~~ordinary~~affect ~~shares, we first considered~~ the ~~total~~reported ~~income~~amounts ~~(loss)~~of ~~allocable to~~assets ~~both~~and ~~sets~~liabilities, disclosure of ~~shares.~~contingent ~~This~~assets isand ~~calculated~~liabilities ~~using~~at the ~~total~~date ~~net income (loss) less any dividends paid. For purposes~~ of ~~calculating~~the ~~net income~~financial ~~(loss) per share~~statements, ~~any~~and ~~remeasurement~~income ofand ~~the~~expenses ~~accretion~~during ~~to redemption value of~~ the ~~Class~~periods Areported. ~~ordinary~~Actual results ~~shares~~could ~~subject~~materially todiffer ~~possible~~from ~~redemption was~~those ~~considered~~estimates. toWe behave ~~dividends~~identified ~~paid~~the tofollowing ~~the~~critical ~~Public~~accounting ~~Shareholders.~~policies:

~~Recent~~Class A ~~Accounting~~Ordinary ~~Standards~~Shares Subject to Possible Redemption

~~Management~~We account ~~does~~for ~~not~~our ~~believe~~Class ~~that~~A ~~any~~ordinary ~~other~~shares ~~recently~~subject to possible redemption in accordance with the guidance in Accounting Standards Codification ~~issued,~~(“ASC”) ~~but~~Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not ~~yet~~solely ~~effective~~within our control) are classified as temporary equity. At all other times, ~~accounting~~ordinary ~~standards~~shares are classified as shareholders’ equity. Our Class A ordinary shares – Public Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ifClass ~~currently~~A ~~adopted~~ordinary shares – Public Shares subject to possible redemption are presented at redemption value as temporary equity, ~~would~~outside ~~have~~of athe ~~material~~shareholders’ ~~effect~~deficit onsection of our ~~financial~~condensed balance ~~statements~~sheets.

17Net Income (Loss) Per Ordinary Share

~~ITEM~~We apply 3the two-class method in calculating net income (loss) per ordinary share. ~~QUANTITATIVE~~In ~~AND~~order ~~QUALITATIVE~~to ~~DISCLOSURES~~determine ~~ABOUT~~the ~~MARKET~~net ~~RISK~~income (loss) attributable to both the redeemable Class A ordinary shares and the non-redeemable Class A ordinary shares and Class B ordinary shares, we first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders.

~~Not~~Recent Accounting ~~required for smaller reporting companies.~~Standards

~~ITEM~~Management does 4.not ~~CONTROLS~~believe ~~AND~~that ~~PROCEDURES~~any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

~~Evaluation of Disclosure Controls and Procedures~~17

~~Disclosure controls are procedures that are designed~~ITEM with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms3. ~~Disclosure~~QUANTITATIVE ~~controls are~~AND ~~also~~QUALITATIVE ~~designed~~DISCLOSURES ~~with~~ABOUT ~~the~~MARKET objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2022, our disclosure controls and procedures were effective.RISK

~~We do not expect that our disclosure controls~~Not ~~and~~required ~~procedures~~for ~~will~~smaller ~~prevent~~reporting ~~all errors and all instances of fraud~~companies. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

~~Because of the inherent limitations in all disclosure~~ITEM ~~controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any~~4. ~~The~~CONTROLS ~~design~~AND of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.PROCEDURES

~~Changes~~Evaluation of inDisclosure ~~Internal~~Controls ~~Control~~and ~~Over Financial Reporting~~Procedures

~~There~~Disclosure controls ~~were~~are noprocedures ~~changes~~that are designed with the objective of ensuring that information required to be disclosed in our ~~internal~~reports ~~control~~filed ~~over~~under ~~financial~~the ~~reporting~~Exchange ~~(as~~Act, such ~~term~~as this Report, is ~~defined~~recorded, processed, summarized, and reported within the time period specified in ~~Rules~~the SEC’s ~~13a-15~~rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (four “Certifying Officers”), the effectiveness of our disclosure controls and ~~15d~~procedures as of September 30, 2022, pursuant to Rule 13a-15(fb) ofunder the Exchange Act). ~~during~~Based ~~the~~upon ~~most~~that ~~recent~~evaluation, ~~fiscal quarter~~our ~~that~~Certifying ~~have~~Officers ~~materially~~concluded ~~affected~~that, oras ~~are~~of September ~~reasonably~~30, ~~likely to materially affect~~2022, our ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting~~were effective.

18We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

~~PART II~~Because of -the ~~OTHER~~inherent ~~INFORMATION~~limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~ITEM~~Changes in 1.Internal ~~LEGAL~~Control ~~PROCEEDINGS.~~Over Financial Reporting

~~None~~There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM 1A. RISK FACTORS.~~18

~~Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC~~PART II. As ofOTHER ~~the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC except as described below.~~INFORMATION

~~Global or regional conditions may adversely~~ITEM ~~affect~~1. ~~our~~LEGAL ~~business and our ability to find an attractive target business with which to consummate our initial Business Combination~~PROCEEDINGS.

Adverse changes in global or regional economic conditions periodically occur, including recession or slowing growth, changes, or uncertainty in fiscal, monetary or trade policy, higher interest rates, tighter credit, inflation, lower capital expenditures by businesses, increases in unemployment and lower consumer confidence and spendingNone. Adverse changes in economic conditions can harm global business and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination. Such adverse changes could result from geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity, catastrophic events such as natural disasters and public health issues (including the COVID-19 pandemic), supply chain interruptions, new or revised export, import or doing-business regulations, including trade sanctions and tariffs or other global or regional occurrences.

~~In particular, in response to Russia’s~~ITEM ~~recent invasion of Ukraine, the United States, the European Union, and several other countries are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals~~1A. ~~This~~RISK ~~rising conflict and the resulting market volatility could adversely affect global economic, political and market conditions~~FACTORS. ~~These and other global and regional conditions may adversely impact our business and our ability to find an attractive target businesses with which to consummate our initial Business Combination.~~

~~ITEM~~Factors that 2could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. ~~UNREGISTERED~~As ~~SALES~~of OFthe ~~EQUITY~~date ~~SECURITIES~~of ~~AND~~this ~~USE~~Report, OFthere ~~PROCEEDS~~have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC except as described below.

OnGlobal or ~~May~~regional 4,conditions ~~2021,~~may weadversely ~~consummated~~affect our ~~Initial~~business ~~Public Offering~~and ofour ~~25,300,000~~ability ~~Public~~to ~~Shares,~~find ~~inclusive~~an ofattractive ~~3,300,000~~target ~~Public~~business ~~Shares~~with ~~sold~~which to ~~the underwriter upon the election to fully exercise~~consummate ~~its~~our ~~over-allotment~~initial ~~option,~~Business ~~at a price of $10~~Combination.00 per Public Share, generating total gross proceeds of $253,000,000. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as the joint book-running managers. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1, as amended (No. 333-255072). The registration statement became effective on April 29, 2021.

~~Simultaneously~~Adverse changes ~~with~~in ~~the~~global ~~consummation~~or ofregional ~~the~~economic ~~Initial Public~~conditions ~~Offering~~periodically occur, ~~and~~including ~~the~~recession ~~exercise~~or ofslowing ~~the~~growth, ~~over-allotment~~changes, ~~option~~or uncertainty in ~~full~~fiscal, wemonetary ~~consummated~~or atrade ~~private~~policy, ~~placement~~higher ofinterest ~~756~~rates,~~000~~ ~~Private~~tighter ~~Placement~~credit, inflation, lower capital expenditures by businesses, increases ~~Shares~~in tounemployment and lower consumer confidence and spending. Adverse changes in economic conditions can harm global business and adversely affect our ~~Sponsor~~ability atto afind ~~price~~an ofattractive ~~$10~~target business with which to consummate our initial Business Combination.00 ~~per~~Such ~~Private~~adverse ~~Placement~~changes could ~~Share~~result from geopolitical and security issues, ~~generating~~such ~~total~~as ~~proceeds~~armed ofconflict $7and civil or military unrest,~~560,000.~~ ~~Such~~political ~~securities~~instability, ~~were~~human ~~issued~~rights ~~pursuant~~concerns toand ~~the~~terrorist ~~exemption~~activity, ~~from~~catastrophic ~~registration~~events ~~contained~~such inas ~~Section 4~~natural disasters and public health issues (~~a)(2) of~~including the ~~Securities~~COVID-19 pandemic), ~~Act~~supply chain interruptions, new or revised export, import or doing-business regulations, including trade sanctions and tariffs or other global or regional occurrences.

~~The~~In particular, ~~Private~~in ~~Placement~~response ~~Shares are identical~~ to ~~the~~ ~~Public~~Russia’s ~~Shares~~recent ~~sold~~invasion inof Ukraine, the ~~Initial~~United ~~Public Offering~~States, ~~except that~~ the ~~Private~~European ~~Placement~~Union, ~~Shares~~and ~~are~~several ~~not~~other ~~redeemable by the Company, assignable~~countries orare ~~salable~~imposing ~~until~~far-reaching 30sanctions ~~days~~and ~~after~~export ~~the~~control ~~completion~~restrictions ofon aRussian ~~Business~~entities ~~Combination,~~and ~~subject~~individuals. toThis ~~certain~~rising ~~limited~~conflict ~~exceptions,~~ and ~~will be entitled~~the toresulting ~~registration~~market ~~rights.~~volatility ~~There~~could ~~will~~adversely beaffect noglobal ~~redemption~~economic, ~~rights~~political ~~granted~~and tomarket ~~the~~conditions. ~~Private~~These ~~Placement~~and ~~Shares~~other orglobal ~~liquidating~~and ~~distribution rights~~regional ~~from~~conditions ~~the~~may ~~trust~~adversely ~~account~~impact ~~with~~our ~~respect~~business toand ~~the~~our ~~Company’s~~ability ~~Private~~to ~~Placement~~find ~~Shares~~an ifattractive ~~the~~target ~~Company~~businesses ~~fails~~with which to ~~complete~~consummate ~~the~~our initial ~~business~~ ~~combination~~Business ~~within the~~ Combination ~~Period~~.

~~Of the gross proceeds received from the Initial~~ITEM ~~Public~~2. ~~Offering~~UNREGISTERED ~~including~~SALES ~~the~~OF ~~full~~EQUITY ~~exercise~~SECURITIES ofAND ~~the~~USE ~~option~~OF ~~to purchase additional Public Shares and the sale of the Private Placement Shares, $253,000,000 was placed in the Trust Account~~PROCEEDS.

WeOn May ~~paid~~4, a2021, ~~total~~we consummated our Initial Public Offering of $525,~~060~~300,000 inPublic ~~underwriting discounts~~Shares, ~~and~~inclusive ~~commissions~~of ~~and $542~~3,~~724~~300,000 ~~for~~Public ~~other~~Shares ~~costs~~sold ~~and~~to ~~expenses~~the underwriter ~~related~~upon to the ~~Initial~~election ~~Public~~to ~~Offering.~~fully Inexercise ~~addition~~its over-allotment option, ~~the~~at ~~Company has~~a ~~agreed~~price toof ~~pay~~$10.00 ~~the~~per ~~underwriters~~Public upShare, togenerating antotal ~~additional~~gross proceeds of $8253,~~855~~000,000. onGoldman ~~account~~Sachs of& ~~certain~~Co. ~~deferred~~LLC ~~underwriting~~and ~~fees~~Morgan inStanley ~~connection~~& ~~with~~ Co. LLC acted as the ~~Initial~~joint ~~Business~~book-running ~~Combination;~~managers. ~~provided,~~The securities ~~however,~~sold ~~that~~in the ~~underwriters~~offering ~~will~~were ~~not~~registered beunder ~~paid~~the ~~such~~Securities ~~additional~~Act ~~fees~~on ifregistration ~~the~~statement ~~Company~~on ~~does~~Form S-1, as amended (No. ~~not~~333-255072). ~~complete~~The ~~the~~registration ~~Initial~~statement ~~Business~~became ~~Combination~~effective on April 29, 2021.

~~For~~Simultaneously with athe ~~description~~consummation of the ~~use~~Initial Public Offering, and the exercise of the ~~proceeds generated~~over-allotment option in ~~our~~full, ~~Initial~~we ~~Public~~consummated ~~Offering~~a private placement of 756,000 ~~see~~Private ~~Part I~~Placement Shares to our Sponsor at a price of $10.00 per Private Placement Share, ~~Item~~ 2generating total proceeds of ~~this~~$7,560,000. ~~Form~~Such securities were issued pursuant to the exemption from registration contained in Section ~~10-Q.~~4(a)(2) of the Securities Act.

19The Private Placement Shares are identical to the Public Shares sold in the Initial Public Offering, except that the Private Placement Shares are not redeemable by the Company, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to registration rights. There will be no redemption rights granted to the Private Placement Shares or liquidating distribution rights from the trust account with respect to the Company’s Private Placement Shares if the Company fails to complete the initial business combination within the Combination Period.

~~ITEM~~Of the 3.gross ~~DEFAULTS~~proceeds ~~UPON~~received ~~SENIOR~~from ~~SECURITIES~~the Initial Public Offering including the full exercise of the option to purchase additional Public Shares and the sale of the Private Placement Shares, $253,000,000 was placed in the Trust Account.

~~None~~We paid a total of $5,060,000 in underwriting discounts and commissions and $542,724 for other costs and expenses related to the Initial Public Offering. In addition, the Company has agreed to pay the underwriters up to an additional $8,855,000 on account of certain deferred underwriting fees in connection with the Initial Business Combination; provided, however, that the underwriters will not be paid such additional fees if the Company does not complete the Initial Business Combination.

~~ITEM~~For a 4.description ~~MINE~~of ~~SAFETY~~the ~~DISCLOSURES~~use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

~~Not applicable.~~19

ITEM 5 3. ~~OTHER~~DEFAULTS ~~INFORMATION~~UPON SENIOR SECURITIES.

None.

ITEM 6 4. ~~EXHIBITS~~MINE SAFETY DISCLOSURES.

~~The following exhibits are filed as part of,~~Not ~~or incorporated by reference into, this Quarterly Report on Form 10-Q/A~~applicable.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

ITEM 5. OTHER INFORMATION.

* Filed herewithNone.

**ITEM 6. ~~Furnished~~EXHIBITS.

20The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q/A.

SIGNATURES

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Pursuant~~* toFiled ~~the~~herewith. ~~requirements~~** ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~Furnished.

	ION ACQUISITION CORP 3 LTD.
Date: August 4, 2022		/s/ Gilad Shany
	Name:	Gilad Shany
	Title:	Co-Chief Executive Officer
		(Co-Principal Executive Officer)
Date: August 4, 2022		/s/ Avrom Gilbert
	Name:	Avrom Gilbert
	Title:	Co-Chief Executive Officer and President
		(Co-Principal Executive Officer)
Date: August 4, 2022		/s/ Anthony Reich
	Name:	Anthony Reich
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

21SIGNATURES

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	ION ACQUISITION CORP 3 LTD.

Date: November 14, 2022		/s/ Gilad Shany
	Name:	Gilad Shany
	Title:	Co-Chief Executive Officer
		(Co-Principal Executive Officer)

Date: November 14, 2022		/s/ Avrom Gilbert
	Name:	Avrom Gilbert
	Title:	Co-Chief Executive Officer and President
		(Co-Principal Executive Officer)

Date: November 14, 2022		/s/ Anthony Reich
	Name:	Anthony Reich
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · ION Acquisition Corp 3 Ltd.