NOTIFICATION
OF LATE FILING
Commission
File Number 001-39581
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(Check
One):
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☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
☐
Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For
Period Ended: March 31, 2021
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☐
Transition Report on Form 10-K
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☐
Transition Report on Form 20-F
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☐
Transition Report on Form 11-K
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☐
Transition Report on Form 10-Q
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For
the Transition Period Ended:
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Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART
I – REGISTRANT INFORMATION
ION
Acquisition Corp 1 Ltd.
Full
Name of Registrant
N/A
Former
Name, if Applicable
89
Medinat Hayehudim Street
Address
of Principal Executive Office (Street and Number)
Herzliya
4676672, Israel
City,
State and Zip Code
PART
II – RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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☒
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
ION
Acquisition Corp 1 Ltd. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file
its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed
due date for the reasons described below.
On
April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the
“SEC Statement”), which clarified guidance for all SPACs regarding the accounting and reporting for their warrants. Following
review of the SEC Statement, the Company reevaluated the accounting treatment of its public warrants and private placement warrants (collectively,
the “Warrants”) as equity, and concluded that, based on the SEC Statement, the Warrants should be, and should previously
have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting
period.
The
Company is currently determining the extent of the SEC Statement’s impact on its financial statements as of and for the fiscal
quarter ended March 31, 2021 included in the Q1 2021 Form 10-Q (the “Q1 2021 Financials”).
The
Company is working diligently to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of the process for determining
the appropriate treatment of the Warrants in accordance with the SEC Statement, the Company is unable to complete and file the Q1 2021
Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file
such report within five calendar days thereof.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this notification:
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Anthony
Reich
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+972
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9-9703614
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(Name)
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(Area
code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion thereof?
☐ Yes ☒ No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Forward-Looking
Statements
Certain
statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such
as “will”, “may”, “should”, “future”, “promptly”, “expect”, “estimate”,
“anticipate,” “intends”, “plans”, “subject to”, and “change” and other similar
expressions that predict or indicate future events or trends or that are not statements of historical fact. Such statements may include,
but are not limited to, the Company’s statements regarding its anticipated results of operations for the quarterly period ended
March 31, 2021. These statements are based on current expectations on the date hereof and involve a number of risks and uncertainties
that may cause actual results to differ significantly. These forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, including without
limitation the completion of the Company’s quarterly review procedures, many of which are outside the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company
does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or
otherwise.
ION
Acquisition Corp 1 Ltd.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
May 17, 2021
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By:
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/s/
Anthony Reich
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Name:
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Anthony
Reich
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Title:
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Chief
Financial Officer
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3
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