0001213900-21-023663.txt : 20210429 0001213900-21-023663.hdr.sgml : 20210429 20210429214250 ACCESSION NUMBER: 0001213900-21-023663 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20210429 FILED AS OF DATE: 20210429 DATE AS OF CHANGE: 20210429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shany Gilad CENTRAL INDEX KEY: 0001826218 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40372 FILM NUMBER: 21873421 MAIL ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ION Holdings 3, LP CENTRAL INDEX KEY: 0001844605 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40372 FILM NUMBER: 21873423 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: ION Acquisition Corp GP Ltd. CENTRAL INDEX KEY: 0001844573 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40372 FILM NUMBER: 21873422 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ION Acquisition Corp 3 Ltd. CENTRAL INDEX KEY: 0001844579 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 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 3 1 ownership.xml X0206 3 2021-04-29 0 0001844579 ION Acquisition Corp 3 Ltd. IACC 0001844605 ION Holdings 3, LP C/O ION ACQUISITION CORP 3 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 0 0 1 0 0001844573 ION Acquisition Corp GP Ltd. C/O ION ACQUISITION CORP 3 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 0 0 1 0 0001826218 Shany Gilad C/O ION ACQUISITION CORP 3 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 0 1 0 0 Chief Executive Officer Class B Ordinary Shares Class A Ordinary Shares 6275000 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. 333-255072) (the "Registration Statement") and have no expiration date. ION Holdings 3, LP ("ION 3 LP") is the record holder of the ordinary shares. As the general partner of ION 3 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the ordinary shares held by ION 3 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 3 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 3 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 3 LP, other than to the extent of any pecuniary interest therein. 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, Attorney-in-Fact for ION Holdings 3, LP 2021-04-29 /s/ Anthony Reich, Attorney-in-Fact for ION Acquisition Corp GP Ltd. 2021-04-29 /s/ Anthony Reich, Attorney-in-Fact for Gilad Shany 2021-04-29 EX-24.1 2 ea140044ex24-1_ionacqcorp3.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Gilad Shany, Avrom Gilbert and Anthony Reich, 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 3 Ltd. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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(d) and Section 16(a) of the Exchange Act, 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 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.

 

Dated: February 2, 2021

 

  ION HOLDINGS 3, LP
   
  By its General Partner
  ION Acquisition Corp GP Ltd.
   
  /s/ Anthony Reich
  Name: Anthony Reich
  Title: Authorized Signatory

 

 

 EX-24.1 3 ea140044ex24-1gp_ionacqcorp3.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Gilad Shany, Avrom Gilbert and Anthony Reich, 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 3 Ltd. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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(d) and Section 16(a) of the Exchange Act, 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 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.

 

Dated: February 2, 2021

 

  ION ACQUISITION CORP GP LTD.
   
  /s/ Anthony Reich
  Name: Anthony Reich
  Title: Authorized Signatory

 

 EX-24.2 4 ea140044ex24-2_ionacqcorp3.htm POWER OF ATTORNEY

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Avrom Gilbert and Anthony Reich, 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 3 Ltd. (the “Company”) on Schedule 13G or 13D as required under Section 13(d) and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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(d) and Section 16(a) of the Exchange Act, 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 13G or Schedule 13D as required under Section 13(d) of the Exchange Act or any Form 3, 4 or 5 with the SEC.

 

Dated: April 28, 2021

 

  /s/ Gilad Shany
  Name: Gilad Shany

 

 EX-99.1 5 ea140044ex99-1_ionacqcorp3.htm JOINT FILER INFORMATION

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: ION Holdings 3, LP
Address of Joint Filer: c/o ION Acquisition Corp 3 Ltd.
  89 Medinat Hayehudim Street
  Herzliya 4676672, Israel
Relationship of Joint Filer to Issuer: 10% Owner, Director
Issuer Name and Ticker or Trading Symbol: ION Acquisition Corp 3 Ltd. [IACC]
Date of Event Requiring Statement:  
(Month/Day/Year): 4/29/2021
   
   
Name of Joint Filer: Gilad Shany
Address of Joint Filer: c/o ION Acquisition Corp 3 Ltd.
  89 Medinat Hayehudim Street
  Herzliya 4676672, Israel
Relationship of Joint Filer to Issuer: 10% Owner, Director
Issuer Name and Ticker or Trading Symbol: ION Acquisition Corp 3 Ltd. [IACC]
Date of Event Requiring Statement:  
(Month/Day/Year): 4/29/2021