Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 20, 2021, the Company completed its previously announced acquisition of Adjust pursuant to the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, on April 20, 2021, the Company acquired all the outstanding shares of Adjust in exchange for (i) $598.0 million in cash, subject to certain purchase price adjustments; (ii) convertible securities that automatically convert into an aggregate number of shares of our Class A common stock determined by dividing $352.0 million by the volume-weighted average trading price per share of our Class A common stock over any 10 consecutive full trading day period (chosen by the stockholder representative under the Purchase Agreement) within 20 trading days commencing with and following April 15, 2021; and (iii) the assumption of up to $40.0 million in the aggregate of debt, accrued interest, and fees of Adjust, in each case upon the terms and subject to the conditions of the Purchase Agreement.

The issuance of the convertible securities did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The Company believes the offer, sale, and issuance of the convertible securities was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act, because the issuance of securities to the recipients did not involve a public offering. The shares of our Class A common stock issuable upon conversion of the convertible securities will be issued in reliance on the exemption from registration in Section 3(a)(9) of the Securities Act because no commission or other remuneration is expected to be paid in connection with conversion of the convertible securities and the resulting issuance of shares of our Class A common stock. The recipients of the securities in the transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in the transaction. All recipients had adequate access, through their relationships with us or otherwise, to information about us. The issuance of these securities was made without any general solicitation or advertising.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 above is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On April 22, 2021 the Company issued a press release announcing the completion of the acquisition of Adjust. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K and the exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit
  No.       Exhibit Description

99.1          Press Release, dated April 22, 2021.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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