April 27, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | ION Acquisition Corp 3 Ltd. Registration Statement on Form S-1 Filed April 6, 2021, as amended File No. 333-255072 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of ION Acquisition Corp 3 Ltd. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 3:00 p.m. Washington D.C. time on April 29, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 150 copies of the Preliminary Prospectus dated April 20, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
| Very truly yours, | |||
| MORGAN STANLEY & CO. LLC | |||
| GOLDMAN SACHS & CO. LLC | |||
| as Representatives of the Several Underwriters | |||
| MORGAN STANLEY & CO. LLC | |||
| By: | /s/ James Watts | ||
| Name: | James Watts | ||
| Title: | Executive Director | ||
| GOLDMAN SACHS & CO. LLC | |||
| By: | /s/ Olympia McNerney | ||
| Name: | Olympia McNerney | ||
| Title: | Managing Director | ||
[ION 3 – Signature Page to Underwriter Acceleration Request Letter]
