UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): November 7, 2022~~1934

Date of Report (Date of earliest event reported): November 17, 2022

ION ACQUISITION CORP 3 LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40372	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

~~Registrant’s telephone number, including area code:~~ +~~972~~975 (9) 970-3620

Registrant’s telephone number, including area code

Not Applicable

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

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

☐

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

☐

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

☐

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

☐

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

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

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

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

Emerging growth company ☒

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

Item 8 5.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~October~~ 28November 17, 2022, ION Acquisition Corp 3 Ltd. (the “Company”) ~~filed~~held ~~a definitive proxy statement relating to~~ an extraordinary general meeting of shareholders ~~to approve~~ (~~i) an amendment to~~ the ~~Company’s Amended and Restated Memorandum and Articles of Association~~“Extraordinary ~~(the~~General ~~“Charter Amendment Proposal~~Meeting”),. ~~(ii)~~At ~~an amendment to~~ the ~~Investment~~Extraordinary ~~Manager~~General ~~Trust Agreement~~Meeting, ~~dated~~a ~~April~~total ~~29,~~of ~~2021~~24,204,546 ~~by and~~(74.75%) ~~between~~of the Company’s issued and ~~Continental~~outstanding ~~Stock~~ordinary ~~Transfer~~shares &held ~~Trust~~of ~~Company,~~record asat ~~trustee (~~the ~~“Trust~~close ~~Amendment~~of ~~Proposal”), and~~business ~~(iii)~~on ~~the~~October ~~adjournment~~21, of2022, the ~~extraordinary~~record ~~general~~date ~~meeting~~for ~~of shareholders (~~the ~~“Adjournment~~Extraordinary ~~Proposal” and together with~~General ~~the~~Meeting, ~~Charter~~were ~~Amendment~~present ~~Proposal~~either ~~and~~in ~~Trust~~person ~~Amendment~~or ~~Proposal,~~by ~~the “Proposals”)~~proxy, which ~~would,~~constituted ifa ~~implemented,~~quorum ~~allow~~for the ~~Company to~~transaction ~~redeem all~~ of ~~its~~business. ~~outstanding~~The ~~Class A Ordinary Shares (the “Public Shares”) in advance of the~~ Company’s ~~contractual~~shareholders ~~expiration~~voted ~~date~~on ~~of May 4, 2023 by changing~~ the ~~date~~following byproposals ~~which~~at the ~~Company~~Extraordinary ~~must~~General ~~consummate a merger~~Meeting, ~~share~~which ~~exchange,~~are ~~asset~~described ~~acquisition, share~~in ~~purchase,~~more ordetail ~~similar~~in ~~business~~the ~~combination~~definitive ~~from~~proxy ~~May~~statement of ~~4, 2023 to~~ the ~~date~~Company offiled with the ~~extraordinary~~Securities ~~general~~and ~~meeting~~Exchange ofCommission ~~shareholders~~ (the ~~“Amended~~ ~~Termination Date~~“SEC”). ~~The virtual special meeting will be held~~ on ~~Thursday,~~October ~~November 17~~28, 2022, at(as ~~6:00~~supplemented from ~~p.m.~~time ~~local~~ to time, ~~and~~ the ~~record~~“Proxy ~~date for the meeting is the close of business (New York time~~Statement”) ~~on October 21, 2022~~.

~~In connection~~Proposal ~~with~~1. ~~the~~The ~~approval of the~~ Charter Amendment Proposal, ~~the~~- ~~holders~~RESOLVED, ofas ~~Public Shares may elect to redeem all or~~ a ~~portion~~special ~~of their~~resolution, ~~Public~~that ~~Shares~~the inexisting ~~exchange~~amended ~~for~~and ~~their~~restated ~~pro~~memorandum ~~rata~~and ~~portion~~articles of ~~the funds held in the trust account (the “Voluntary Redemption”).~~association Ifof the ~~Proposals are approved, the~~ Company ~~will~~be ~~redeem~~and ~~all~~are ~~remaining~~hereby ~~Public~~replaced ~~Shares not redeemed~~ in ~~the~~their ~~Voluntary~~entirety ~~Redemption~~with (the ~~“Mandatory Redemption”).~~new ~~The~~second ~~Company~~amended ~~expects~~and torestated ~~complete~~memorandum ~~the Voluntary Redemption, if any,~~ and ~~the~~articles ~~Mandatory~~of ~~Redemption as promptly as reasonably~~association ~~possible~~in ~~but~~the ~~not~~form ~~more~~set ~~than~~forth ~~ten business~~in ~~days~~Annex ~~after~~A of the ~~Amended~~accompanying ~~Termination~~proxy ~~Date~~statement. OnThe ~~that~~approval ~~basis,~~of ~~the~~this ~~Company~~resolution ~~currently~~is ~~expects~~intended to ~~complete~~ ~~the~~constitute ~~Voluntary Redemption and~~ the ~~Mandatory Redemption on or around November 23, 2022 if shareholders approve the Proposals. Additionally,~~adoption ~~the~~of ~~last~~a ~~day~~plan of ~~trading~~complete liquidation of the ~~Public~~Company ~~Shares~~for ~~will~~U.S. befederal ~~November~~income ~~17,~~tax ~~2022,~~purposes ifunless ~~shareholders~~otherwise ~~approve~~required ~~the~~by ~~Proposals~~applicable law.

Forward-Looking Statements

For		Against		Abstain		Broker Non-Votes
24,204,546		0		0		N/A

~~Certain statements~~Proposal ~~included~~2. inThe ~~this~~Trust Amendment ~~Current~~Proposal ~~Report on Form 8~~-K ~~are~~RESOLVED, ~~“forward-looking~~that, ~~statements”~~conditional ~~within~~upon the ~~meaning~~effectiveness of ~~Section 27A of~~ the ~~Securities~~second ~~Act of 1933, as~~ amended, and ~~Section~~restated ~~21E~~memorandum ofand ~~the~~articles ~~Securities Exchange Act~~ of ~~1934, as amended, that are not historical~~ ~~facts,~~association ~~including~~of ~~with respect to~~ the Company~~’s anticipated redemption~~, ~~liquidation~~the ~~and~~amendment ~~dissolution, and involve risks and uncertainties that could cause actual results~~ to ~~differ~~the ~~materially~~Investment ~~from~~Management ~~those~~Trust ~~expected and projected. Words such as “expect~~Agreement,” ~~“believe,” “anticipate,”~~dated ~~“intend~~April 29,” ~~“estimate,”~~2021 ~~“seek,”~~(the “~~future,” “project,”~~Trust ~~“anticipate~~Agreement”), ~~and~~by ~~variations~~ and ~~similar~~between ~~words~~the Company and ~~expressions~~Continental ~~are~~Stock ~~intended~~Transfer & toTrust ~~identify~~Company, ~~such~~a ~~forward-looking~~New York ~~statements. Such~~limited ~~forward-looking~~purpose ~~statements~~trust ~~relate~~company, toas ~~future~~trustee ~~events~~(“Continental”), orpursuant ~~future~~to ~~performance,~~an ~~but~~amendment ~~reflect~~to ~~management’s~~the ~~current~~Trust ~~beliefs,~~Agreement ~~based~~in onthe ~~information~~form ~~currently~~set ~~available.~~forth Ain ~~number~~Annex B of ~~factors~~the ~~could~~accompanying ~~cause~~proxy ~~actual events~~statement, ~~performance or results~~ to ~~differ~~change ~~materially from~~ the ~~events,~~date ~~performance and~~on ~~results~~which ~~discussed~~Continental inmust ~~the~~commence ~~forward-looking~~liquidation ~~statements.~~of ~~For information identifying important factors and risks that could cause actual~~the ~~results~~trust toaccount ~~differ~~established ~~materially from those anticipated~~ in ~~the~~connection ~~forward-looking~~with ~~statements, please refer to~~ the Company’s ~~Form S-1 relating to its~~ initial public offering, ~~Annual~~to ~~Report~~the ondate ~~Form~~of ~~10-K, Quarterly Reports on Form 10-Q and other documents~~ the ~~Company~~extraordinary ~~has~~general ~~filed~~meeting ~~with~~be ~~the~~and ~~SEC,~~is ashereby ~~amended~~authorized ~~from~~and ~~time to time~~approved. ~~Copies of such filings are available on the SEC’s website, www.sec.gov.~~

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

For		Against		Abstain		Broker Non-Votes
24,204,546		0		0		N/A

1As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

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

Date: November 7, 2022

Exhibit No.		Description
99.1		Press Release issued on November 17, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	ION ACQUISITION CORP 3 LTD.
	By:	/s/ Anthony Reich
	Name:	Anthony Reich
	Title	Chief Financial Officer

2SIGNATURES

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

Date: November 17, 2022

	ION ACQUISITION CORP 3 LTD.

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

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