Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

IRONSOURCE LTD.

(IS)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

THOMA BRAVO ADVANTAGE : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

06/28/2021 | 05:32pm EST

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of TBA terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of January 14, 2021, between TBA and Continental Stock Transfer & Trust Company ("Continental"), pursuant to which Continental invested the proceeds of TBA's initial public offering in a trust account; (ii) that certain Agreement for Transfer Agent and Registrar Services, dated as of January 14, 2021, between TBA and Continental , pursuant to which Continental acted as TBA's transfer agent and registrar and facilitated SPAC Redemptions.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

--------------------------------------------------------------------------------

In connection with the consummation of the Business Combination, on the Closing Date, TBA notified New York Stock Exchange ("NYSE") that the First Merger had become effective and that TBA's outstanding securities had been converted into Company Class A Ordinary Shares. TBA requested that NYSE delist TBA's Class A common stock, and as a result, trading of TBA's Class A common stock on NYSE was suspended at 4:00 p.m. on June 28, 2021. On June 29, 2021, NYSE filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting TBA's Class A ordinary shares from NYSE and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Business Combination, a change in control of TBA occurred. Following the consummation of the Business Combination, TBA became a wholly owned subsidiary of ironSource.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In accordance with the terms of the Merger Agreement, and effective as of the Closing Date, each of TBA's officers and directors resigned as a member of TBA's board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between TBA and the officers and directors on any matter relating to TBA's operations, policies or practices.



Item 8.01. Other Events.


Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits:



Exhibit                                  Description

2.1*        Agreement and Plan of Merger, dated as of March 20, 2021, by and among
            Thoma Bravo Advantage, ironSource Ltd., Showtime Cayman and Showtime
            Cayman II., incorporated by reference to the registrants Current
            Report on Form 8-K filed on March 22, 2021.

99.1          Press Release, dated June 28, 2021.



* Certain exhibits and schedules to this exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). TBA agrees to furnish supplementally a copy

of all omitted exhibits and schedules to the Securities and Exchange Commission

upon its request.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about IRONSOURCE LTD.
11/11Needham Adjusts Price Target on ironSource to $15 from $12, Keeps Buy Rating
MT
11/11Wedbush Lifts Price Target on IronSource to $15 From $14, Keeps Outperform Rating
MT
11/10Presentation
PU
11/10IronSource Reports Higher Adjusted Q3 Profit, Revenue; Provides Upside Q4, Full-Year Ou..
MT
11/10Earnings Flash (IS) IRONSOURCE Reports Q3 EPS $0.04, vs. Street Est of $0.03
MT
11/10Earnings Flash (IS) IRONSOURCE Posts Q3 Revenue $140M, vs. Street Est of $129.4M
MT
11/10ironSource Announces Record Third Quarter 2021 Results
BU
11/10IronSource Ltd. Revises Earnings Guidance for the Full Year Fiscal 2021
CI
11/10IronSource Ltd. Provides Earnings Guidance for the Fourth Quarter of Fiscal Year 2021
CI
11/05Tigress Financial Initiates Coverage on ironSource With Buy Rating, $16 Price Target
MT
More news
Analyst Recommendations on IRONSOURCE LTD.
More recommendations