CORRESP 1 filename1.htm

 

April 22, 2021

 

VIA EDGAR

 

United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549

 

 

Attn:Karina Dorin
Laura Nicholson

 

Re:ION Acquisition Corp 3 Ltd.

Amendment No. 1 to Registration Statement on Form S-1
Filed April 20, 2021

File No. 333-255072

 

Ladies and Gentlemen:

 

On behalf of our client, ION Acquisition Corp 3 Ltd. (the “Company”), we are writing to submit the Company’s responses to the oral comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) received telephonically on April 21, 2021 with respect to the above-referenced Amendment No. 1 to the registration statement on Form S-1 filed on April 20, 2021 (“Amendment No. 1”).

 

Concurrent with the submission of this letter, we are publicly filing Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”) in response to the Staff’s comments.

 

For ease of reference, the Staff’s comment is printed below in bold and followed by the Company’s response.

 

Amendment No. 1 to the Registration Statement on Form S-1 filed April 20, 2021

 

Exhibit 23.1

 

1.“Please obtain and file a revised consent from the independent auditor that refers to the correct Audit Report date of April 20th, 2021.”

 

Response: The Company respectfully advises the Staff that the Company has obtained and filed, as Exhibit 23.1 to Amendment No. 2, a revised consent from the independent auditor that refers to the correct Audit Report date of April 20, 2021.

 

If you have any questions related to this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754.

 

Sincerely,  
   
/s/ White & Case LLP  
   
White & Case LLP  

 

cc:Gilad Shany, Co-Chief Executive Officer of ION Acquisition Corp 3 Ltd.