Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 5:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
ION
ACQUISITION CORP 1 LTD.
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(Name of Issuer)
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Class A Ordinary Shares, Par Value $0.0001 per Share
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(Title of Class of Securities)
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G49392106**
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(CUSIP Number)
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December
31, 2020
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|
(Date of event which requires
filing of this statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the notes).
** Reflects the CUSIP number of the issuer’s Class A ordinary
shares.
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CUSIP
No.
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G49392106
|
SCHEDULE
13G
|
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
ICP M2, L.P.
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
|
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
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
1,051,942 (1) (2)
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
1,051,942 (1) (2)
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,942
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
|
|
12
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TYPE
OF REPORTING PERSON
PN
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|
|
(1)
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ICP M2, L.P., an exempted limited partnership under the laws of the Cayman Islands (“ICP”) is the record holder of the securities. As the general partner of ICP, ICP M2 GP LLC, a limited liability company registered under the laws of the Cayman Islands (“ICP GP”) has voting and investment discretion with respect to the ordinary shares held by ICP.
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(2)
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ICP owned as of December 31, 2020, 1,051,942 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.
|
|
CUSIP
No.
|
G49392106
|
SCHEDULE
13G
|
Page
|
3
|
of
|
8
|
|
1
|
NAMES OF REPORTING PERSONS
ICP M2 GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
1,051,942 (1) (2)
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
1,051,942 (1) (2)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,942
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
(1)
|
ICP is the record holder of the securities. As the general partner of ICP, ICP GP has voting and investment discretion with respect to the ordinary shares held by ICP.
|
|
|
(2)
|
ICP owned as of December 31, 2020, 1,051,942 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 on Form S-1 (File No. 333-248815) (the “Registration
Statement”) and have no expiration date.
|
|
CUSIP
No.
|
G49392106
|
SCHEDULE
13G
|
Page
|
4
|
of
|
8
|
|
1
|
NAMES OF REPORTING PERSONS
Stephen Levey
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
1,051,942 (1) (2)
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
1,051,942 (1) (2)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,942
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
(1)
|
ICP is the record holder of the securities. As the general partner of ICP, ICP GP has voting and investment discretion with respect to the ordinary shares held by ICP.
|
|
|
(2)
|
ICP owned as of December 31, 2020, 1,051,942 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 on Form S-1 (File No. 333-248815) (the “Registration
Statement”) and have no expiration date.
|
|
CUSIP
No.
|
G49392106
|
SCHEDULE
13G
|
Page
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5
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of
|
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) ICP with respect to the Class
A Ordinary Shares directly owned by it;
(ii) ICP GP, as general partner of
ICP, with respect to the Class A Ordinary Shares directly owned by ICP; and
(iii) Mr. Stephen Levey, as
managing member of ICP GP, with respect to the Class A Ordinary Shares directly owned by ICP.
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
ICP is an exempted limited partnership registered under
the laws of the Cayman Islands. ICP GP is a limited liability company registered under the Cayman Islands. Stephen Levey is a citizen
of Israel.
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(d)
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Title of
Class of Securities:
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Class A Ordinary Shares.
G49392106
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CUSIP
No.
|
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 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)
|
o
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Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o);
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|
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(b)
|
o
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
|
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|
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(c)
|
o
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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)
|
o
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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)
|
o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
o
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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)
|
o
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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)
|
o
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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)
|
o
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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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|
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(j)
|
o
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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 1,051,942 Class B Ordinary Shares, representing 3.3% 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.
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CUSIP
No.
|
G49392106
|
SCHEDULE
13G
|
Page
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7
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of
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8
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(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
1,051,942
(iii) Sole power to dispose or to direct the disposition
of
-0-
(iv) Shared power to dispose or to direct the disposition
of
1,051,942
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person
|
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
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SCHEDULE
13G
|
Page
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8
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of
|
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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ICP M2, L.P.
By its General Partner
ICP M2 GP LLC
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By: /s/ Stephen Levey
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Name: Stephen Levey
Title: Manager
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ICP M2 GP LLC
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By: /s/ Stephen Levey
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Name: Stephen Levey
Title: Manager
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/s/ Stephen Levey
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Stephen Levey, individually
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