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CUSIP
No.
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G49392106
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SCHEDULE
13G
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Page
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2
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of
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8
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1
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NAMES
OF REPORTING PERSONS
ION Holdings 1, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
5,783,147 (1) (2)
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
5,783,147 (1) (2)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,783,147
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.9%
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12
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TYPE
OF REPORTING PERSON
PN
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(1)
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ION
Holdings 1, LP (“ION LP”) is the record holder of the securities. 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.
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(2)
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ION
LP owns 5,783,147 Class B Ordinary Shares, par value $0.0001 per share (“Class
B Ordinary Shares”) of ION Acquisition Corp. 1 Ltd. (the “Issuer”),
which are convertible into shares of Class A Ordinary Shares, par value $0.0001 per share
(“Class A Ordinary Shares”) of the Issuer, 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.
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CUSIP
No.
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G49392106
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SCHEDULE
13G
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Page
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3
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of
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8
|
|
1
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NAMES
OF REPORTING PERSONS
ION Acquisition Corp GP Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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3
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SEC
USE ONLY
|
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
-0-
|
|
6
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SHARED
VOTING POWER
5,783,147 (1) (2)
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
5,783,147 (1) (2)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,783,147
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.9%
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12
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TYPE
OF REPORTING PERSON
OO
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(1)
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ION
LP is the record holder of the securities. As the general partner of ION LP, ION GP has
voting and investment discretion with respect to the ordinary shares held by ION LP.
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(2)
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ION
LP owns 5,783,147 Class B Ordinary Shares, of the Issuer, which are convertible into
shares of Class A Ordinary Shares, of the Issuer, as described under the heading “Description
of Securities—Founder Shares” in the Issuer’s Registration Statement
and have no expiration date.
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CUSIP
No.
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G49392106
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SCHEDULE
13G
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Page
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4
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of
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8
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Item 1.
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(a)
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Name
of Issuer:
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The
Issuer is an exempted company registered under the laws of the Cayman Islands.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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89
Medinat Hayehudim Street
Herzliya
4676672, Israel
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Item
2.
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(a)
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Name
of Person Filing:
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This
statement is filed by:
(i)
ION LP, an exempted limited partnership under the laws of the Cayman Islands with respect to the Class A Ordinary Shares (as defined
below) directly owned by it; and
(ii) ION GP, a company incorporated
in the State of Israel, as general partner of ION LP, with respect to the Class A Ordinary Shares directly owned by ION LP.
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein
with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party.
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
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(b)
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Address
of Principal Business Office:
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The
address of principal business office of each of the Reporting Persons is:
89
Medinat Hayehudim Street
Herzliya
4676672, Israel
ION
LP is an exempted limited partnership registered under the laws of the Cayman Islands. ION GP is a company incorporated in the
State of Israel.
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(d)
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Title
of Class of Securities:
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Class
A Ordinary Shares.
The
CUSIP number for the Issuer’s Class A Ordinary Shares is G49392106.
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CUSIP
No.
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G49392106
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SCHEDULE
13G
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Page
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5
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of
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8
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a)
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☐
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a);
(b) Amount Beneficially Owned; Percent of Class:
As
of December 31, 2020, each of the Reporting Persons may be deemed the beneficial owner of 5,783,147 Class B Ordinary Shares, representing
17.9% of the total Class A Ordinary Shares and Class B Ordinary Shares outstanding. The Class B Ordinary Shares are automatically
convertible into Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis,
subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the
Issuer’s registration statement on Form S-1 (File No. 333-248815). The percentage of Class B Ordinary Shares held by the
Reporting Persons is based upon 25,875,000 Class A Ordinary Shares and 6,468,750 Class B Ordinary Shares that are outstanding
as of December 31, 2020 based on information provided by the Issuer.
An
investment committee comprised of five individuals makes voting and investment decisions regarding the securities indirectly owned
by ION GP. As a result, ION GP may be deemed to have beneficial ownership of the shares held directly by ION LP. However,
none of the ION GP investment committee’s members is deemed a beneficial owner of the shares held by ION LP under Section
13(d) of the Exchange Act due to the approval standard for committee action.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote
-0-
(ii)
Shared power to vote or to direct the vote
5,783,147
(See Item 4(b))
(iii)
Sole power to dispose or to direct the disposition of
-0-
(iv)
Shared power to dispose or to direct the disposition of
5,783,147
(See Item 4(b))
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CUSIP
No.
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G49392106
|
SCHEDULE
13G
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Page
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6
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of
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8
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Item 5.
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Ownership of
Five Percent or Less of a Class
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Not
applicable.
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Item 6.
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Ownership of
More than Five Percent on Behalf of Another Person
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Not
applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not
applicable.
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Item 8.
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Identification
and Classification of Members of the Group
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See
Exhibit 1.
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Item 9.
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Notice of Dissolution
of Group
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Not
applicable.
Each
of the Reporting Persons hereby makes the following certification:
By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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CUSIP
No.
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G49392106
|
SCHEDULE
13G
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Page
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7
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of
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8
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SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect
to it set forth in this statement is true, complete, and correct.
Dated: February 16, 2021
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ION
HOLDINGS 1, LP
By
its General Partner,
ION
Acquisition Corp GP Ltd.
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By:
/s/ Anthony Reich
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Name: Anthony Reich
Title: Chief Financial Officer
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ION Acquisition
Corp GP Ltd.
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By:
/s/ Anthony Reich
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Name: Anthony Reich, Attorney-in-Fact for ION
Acquisition Corp GP Ltd.
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CUSIP
No.
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G49392106
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SCHEDULE
13G
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Page
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8
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of
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8
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EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 16, 2021
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ION
HOLDINGS 1, LP
By
its General Partner,
ION
Acquisition Corp GP Ltd.
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By:
/s/ Anthony Reich
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Name: Anthony Reich
Title: Chief Financial Officer
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ION Acquisition
Corp GP Ltd.
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By:
/s/ Anthony Reich
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Name: Anthony Reich, Attorney-in-Fact for ION
Acquisition Corp GP Ltd.
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