0001213900-20-030208.txt : 20201006 0001213900-20-030208.hdr.sgml : 20201006 20201006083033 ACCESSION NUMBER: 0001213900-20-030208 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20201001 FILED AS OF DATE: 20201006 DATE AS OF CHANGE: 20201006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ION Holdings 1, LP CENTRAL INDEX KEY: 0001826141 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39581 FILM NUMBER: 201225621 BUSINESS ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 BUSINESS PHONE: 972 (9) 970-3620 MAIL ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shany Gilad CENTRAL INDEX KEY: 0001826218 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39581 FILM NUMBER: 201225622 MAIL ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ION Acquisition Corp 1 Ltd. CENTRAL INDEX KEY: 0001821018 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 BUSINESS ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM STREET CITY: HERZLIYA STATE: L3 ZIP: 4676672 BUSINESS PHONE: 972 9 970-3620 MAIL ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM STREET CITY: HERZLIYA STATE: L3 ZIP: 4676672 3/A 1 ownership.xml X0206 3/A 2020-10-01 2020-10-01 0 0001821018 ION Acquisition Corp 1 Ltd. IACA 0001826141 ION Holdings 1, LP C/O ION ACQUISITION CORP 1 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 1 1 1 0 Gilad Shany, CEO 0001826218 Shany Gilad C/O ION ACQUISITION CORP 1 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 1 1 1 0 Gilad Shany, CEO Class B Ordinary Shares Class A Ordinary Shares 5783147 D The Class B Ordinary Shares are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities--Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-248815) (the "Registration Statement") and have no expiration date. ION Holdings 1, LP ("ION LP") is the record holder of the ordinary shares. As the general partner of ION LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the ordinary shares held by ION LP. An investment committee comprised of five individuals, including Mr. Gilad Shany, makes voting and investment decisions in the ordinary shares indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION LP in the ordinary shares to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the ordinary shares held by ION LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the ordinary shares held by ION LP, other than to the extent of any pecuniary interest therein. This Form 3 amendment is being filed to reflect shares beneficially owned by ION Holdings 1, LP that were omitted from the initial Form 3 filed on October 1, 2020. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney. /s/ Anthony Reich, on behalf of ION Holdings 1, LP 2020-10-06 /s/ Anthony Reich, Attorney-in-Fact for Gilad Shany 2020-10-06 EX-24.1 2 ea127865ex24-1_ionacqu1.htm POWERS OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Colin Diamond and Leia Andrew, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of ION Acquisition Corp 1 Ltd. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: September 22, 2020 ION HOLDINGS 1, LP
   
  By its General Partner
  ION ACQUISITION CORP GP LTD.
   
  /s/ Anthony Reich
  Name: Anthony Reich
  Title: Chief Financial Officer

 EX-24.2 3 ea127865ex24-2_ionacqu1.htm POWERS OF ATTORNEY

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Avrom Gilbert, Anthony Reich, Colin Diamond and Leia Andrew, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.  sign any and all SEC statements of beneficial ownership of securities of ION Acquisition Corp 1 Ltd. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: September 23, 2020  
   
  /s/ Gilad Shany
  Name: Gilad Shany