Item
8.01. Other Events.
On
October 28, 2022, ION Acquisition Corp 3 Ltd. (the “Company”) filed 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
(the “Charter Amendment Proposal”), (ii) an amendment to the Investment Manager Trust Agreement, dated April 29, 2021, by
and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Amendment Proposal”),
and (iii) the adjournment of the extraordinary general meeting of shareholders (the “Adjournment Proposal” and together with
the Charter Amendment Proposal and Trust Amendment Proposal, the “Proposals”), which would, if implemented, allow the Company
to redeem all of its outstanding Class A Ordinary Shares (the “Public Shares”) in advance of the Company’s contractual
expiration date of May 4, 2023 by changing the date by which the Company must consummate a merger, share exchange, asset acquisition,
share purchase, or similar business combination from May 4, 2023 to the date of the extraordinary general meeting of shareholders (the
“Amended Termination Date”). The virtual special meeting will be held on Thursday, November 17, 2022, at 6:00 p.m. local
time, and the record date for the meeting is the close of business (New York time) on October 21, 2022.
In
connection with the approval of the Charter Amendment Proposal, the holders of Public Shares may elect to redeem all or a portion of
their Public Shares in exchange for their pro rata portion of the funds held in the trust account (the “Voluntary Redemption”).
If the Proposals are approved, the Company will redeem all remaining Public Shares not redeemed in the Voluntary Redemption (the “Mandatory
Redemption”). The Company expects to complete the Voluntary Redemption, if any, and the Mandatory Redemption as promptly as reasonably
possible but not more than ten business days after the Amended Termination Date. On that basis, the Company currently expects to
complete the Voluntary Redemption and the Mandatory Redemption on or around November 23, 2022 if shareholders approve the Proposals. Additionally,
the last day of trading of the Public Shares will be November 17, 2022, if shareholders approve the Proposals.
Forward-Looking
Statements
Certain
statements included in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical
facts, including with respect to the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties
that could cause actual results to differ materially from those expected and projected. Words such as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek,” “future,” “project,”
“anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. Such
forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information
currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance
and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual
results to differ materially from those anticipated in the forward-looking statements, please refer to the Company’s Form S-1 relating
to its initial public offering, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company has filed
with the SEC, as amended from time to time. 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.
