As filed with the Securities and Exchange Commission on April 22, 2021.

Registration No. 333-255072

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

Amendment No. 2 to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

ION ACQUISITION CORP 3 LTD.

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands		6770		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

89 Medinat Hayehudim Street
Herzliya 4676672, Israel
+972 (9) 970-3620

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Joel L. Rubinstein Colin Diamond White & Case LLP 1221 Avenue of the Americas New York, New York 10020 +1 (212) 819-8200

Michael Johns Maples and Calder (Cayman) LLP P.O. Box 309, Ugland House Grand Cayman Cayman Islands, KY1-1104 +1 (345) 949-8066

David J. Goldschmidt Yossi Vebman Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 +1 (212) 735-3000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

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 Securities Exchange Act of 1934.

 

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 7(a)(2)(B) of the Securities Act. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered		Amount Being Registered		Proposed Maximum Offering Price per Security(1)				Proposed Maximum Aggregate Offering Price(1)				Amount of Registration Fee
Class A ordinary shares, $0.0001 par value(2)(3)		28,750,000 Shares		$	10.00			$	287,500,000				31,366.25	(4)

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Includes 3,750,000 Class A ordinary shares, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

(4)

Previously paid.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

 

ION Acquisition Corp 3 Ltd. is filing this Amendment No. 2 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-255072) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has been omitted.

 

 

PART II

 

Information not Required in Prospectus

 

Item 16. Exhibits and Financial Statement Schedules.

 

Exhibit Index

 

Exhibit No.		Description
23.1		Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, the Registrant’s independent registered public accounting firm.*

 

*

filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Herzliya, Israel on the 22^nd day of April 2021.

 

	ION ACQUISITION CORP 3 LTD.
	By:	/s/ Gilad Shany
		Gilad Shany
		Co-Chief Executive Officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
*		Chairman of the Board of Directors		April 22, 2021
Jonathan Kolber
/s/ Gilad Shany		Co-Chief Executive Officer and Director		April 22, 2021
Gilad Shany		(Principal Executive Officer)
*		Co-Chief Executive Officer and President		April 22, 2021
Avrom Gilbert
/s/ Anthony Reich		Chief Financial Officer		April 22, 2021
Anthony Reich		(Principal Financial and Accounting Officer)

 

*By:	/s/ Anthony Reich
	Attorney-in-fact

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of ION Acquisition Corp 3 Ltd., in Newark, Delaware on the 22^nd day of April 2021.

 

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
	Donald J. Puglisi
	Managing Director

 

 

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