Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 29, 2021
ION ACQUISITION CORP 3 LTD.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 333-255072 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
89 Medinat Hayehudim Street Herzliya 4676672, Israel |
4676672 | |
| (Address of principal executive offices) | (Zip Code) |
+972 (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 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 Securities Exchange Act of 1934:
| 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 |
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 1.01 | Entry into Material Definitive Agreement |
On April 29, 2021, the Registration Statement on Form S-1 (File No. 333-255072) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of ION Acquisition Corp 3 Ltd. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission.
On May 4, 2021, the Company consummated its IPO of 25,300,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Shares”), including the issuance of 3,300,000 Shares as a result of the underwriters’ exercise in full of their over-allotment option. The Shares were sold at a price of $10.00 per Share, generating gross proceeds to the Company of $253,000,000.
In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated April 29, 2021, among the Company and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters; |
| ● | A Letter Agreement, dated April 29, 2021 (the “Letter Agreement”), among the Company, ION Holdings 3, LP, and each of the officers and directors of the Company; |
| ● | An Investment Management Trust Agreement, dated April 29, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee; |
| ● | A Registration Rights Agreement, dated April 29, 2021, among the Company, ION Holdings 3, LP, The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension, Provident Fund Ltd., ION Crossover Partners LP and the other holders signatory thereto; |
| ● | A Private Placement Shares Purchase Agreement, dated April 29, 2021, between the Company and ION Holdings 3, LP; and | |
| ● | An Administrative Services Agreement, dated April 29, 2021, between the Registrant and ION Holdings 3, LP. |
| Item 3.02 | Unregistered Sales of Equity Securities. |
Prior to the closing of the IPO, the Company completed the private sale of 756,000 Shares to ION Holdings 3, LP (the “Sponsor”), an affiliate of ION Asset Management Ltd. (the “Private Placement Shares”), at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $7,560,000. The Private Placement Shares are identical to the Shares sold as part of the IPO except that, as long as they are held by the initial purchasers or their permitted transferees, such Private Placement Shares, (1) will not be redeemable by the Company, (2) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company's initial business combination; and (3) will be entitled to registration rights.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of April 29, 2021, the following individuals were officially appointed to the board of directors of the Company (the “Board”): Ofer Katz and Tzipi Ozer-Armon. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
On April 29, 2021, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.1 to the Registration Statement.
Prior to the IPO, on April 4, 2021, the Sponsor transferred 25,000 Class B ordinary shares (“founder shares”) of the Company to Mr. Katz and Ms. Ozer-Armon, each at the original purchase price paid by the Sponsor. In addition, 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, our sponsor surrendered 862,500 founder shares and, as a result, there are 6,325,000 founder shares issued and outstanding.
Other than the foregoing, each of Mr. Katz and Ms. Ozer-Armon is not party to any arrangement or understanding with any person pursuant to which each such individual was appointed as director, nor is any such individual party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
1
| Item 5.03 | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On April 29, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement at Exhibit 3.2 and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 8.01 | Other Events. |
A total of $253,000,000, comprised of proceeds from the IPO and the sale of the Private Placement Shares was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.
On April 29, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
On May 4, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ION ACQUISITION CORP 3 LTD. | ||
| Date: May 5, 2021 | By: | /s/ Anthony Reich |
| Name: | Anthony Reich | |
| Title: | Chief Financial Officer | |
3