Exhibit 4.1


 








	NUMBER	 	UNITS



U-


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP


 


ION ACQUISITION CORP 3 LTD.






UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND
ONE-EIGHTH OF ONE REDEEMABLE 

WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE


 


This certifies that is the owner of Units
of ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), transferrable on the books
of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


Each Unit
(“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary
Share”), of the Company and one-eighth of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment) for $11.50 per share (subject to
adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, share exchange,
asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each a “Business
Combination”), and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5)
years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration
Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable
separately prior to , 2021, unless Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC elect to allow separate trading
earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission
containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial
public offering and issuing a press release announcing when separate trading will begin. No fractional Warrants will be issued upon
separation of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2021 (the “Warrant
Agreement”), between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject
to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New
York, New York 10004, and are available to any Warrant holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


This certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


Witness the facsimile signature of a duly authorized signatory
of the Company.


 




	 	Authorized
Signatory 
	 	 
	 	 
	 	Transfer Agent



 




     


     


    

 


ION Acquisition Corp 3
Ltd.


 


The Company
will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following
abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	TEN COM	— 	as tenants in common	 	UNIF GIFT MIN ACT	—	 	Custodian	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 	 
	 	 	 	 	 	 	Under Uniform Gifts to Minors Act
	JT TEN	—	as joint tenants with right of survivorship 	 	 	 	 
	 	 	and not as tenants in common	 	 	 	(State)


 


Additional abbreviations may
also be used though not in the above list.


 


For value received, hereby sell, assign and transfer unto


 


(PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units represented by the within certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said Units on the books of the within named Company with full power of substitution in
the premises.


 


	Dated	 	 
	 	Notice: 	The
    signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without
    alteration or enlargement or any change whatever.



 


	Signature(s) Guaranteed:	 
	 	 
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 






 


As more fully
described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering
dated ,2021 the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
established in connection with the Company’s initial public offering in the event that (i) the Company redeems the Ordinary Shares
sold in its initial public offering and liquidates because it does not consummate an initial Business Combination within the time period
set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to
time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares included in the Units represented by
this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval
of the proposed initial Business Combination) setting forth the details of a proposed initial Business Combination or (y) a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of
the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100%
of the Ordinary Shares if it does not consummate an initial Business Combination within the time set forth in the Company’s Amended
and Restated Memorandum and Articles of Association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity, as the same may be amended from time to time. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust account.