IRONSOURCE LTD. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The shareholders approved the Business Combination Proposal and the Merger Proposal (each as defined in the Proxy Statement). The voting results for each proposal were as follows:
The Business Combination Proposal
For Against Abstain
106,945,255 3,273,921 24,559
The Merger Proposal
For Against Abstain
106,944,380 3,273,976 25,379
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to shareholders.
Based on the results of the General Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by that certain Business
Combination Agreement (the "Business Combination Agreement"), dated as of
An aggregate of 18,254,045 Class A ordinary shares of TBA were submitted for
redemption by public stockholders in connection with the vote. Consistent with
the prior announcement of Thoma Bravo's commitment to purchase additional
ironSource shares in the event redemptions exceed
Item 7.01 Regulation FD Disclosure.
On
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The information set forth under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("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 of 1933, as amended ("Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report.
Exhibit No. Description 99.1 Press Release ofThoma Bravo Advantage , datedJune 22, 2021 .
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the
federal securities laws with respect to the proposed transaction between
Forward-looking statements involve a number of risks, uncertainties and
assumptions, and actual results or events may differ materially from those
projected or implied in those statements. Important factors that could cause
such differences include, but are not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all, which may
adversely affect the price of TBA's securities; (ii) the failure to satisfy the
conditions to the consummation of the proposed transaction,; (iii) the lack of a
third-party valuation in determining whether to pursue the proposed transaction;
(iv) the occurrence of any event, change or other circumstance that could give
rise to the termination of the merger agreement; (v) the effect of the
announcement or pendency of the transaction on ironSource's business
relationships, performance, and business generally; (vi) risks that the proposed
transaction disrupts current plans of ironSource and potential difficulties in
ironSource employee retention as a result of the proposed transaction; (vii) the
outcome of any legal proceedings that may be instituted against ironSource or
against TBA related to the merger agreement or the proposed transaction;
(vii) the ability of ironSource to list its ordinary shares on the
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combined capital structure; (x) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed
transaction, and to identify and realize additional opportunities;
(xi) ironSource's markets are rapidly evolving and may decline or experience
limited growth; (xii) ironSource's reliance on operating system providers and
app stores to support its platform; (xiii) ironSource's ability to compete
effectively in the markets in which it operates; (xiv) ironSource's quarterly
results of operations may fluctuate for a variety of reasons; (xv) failure to
maintain and enhance the ironSource brand; (xvi) ironSource's dependence on its
ability to retain and expand its existing customer relationships and attract new
customers; (xvii) ironSource's reliance on its customers that contribute more
than
ironSource and TBA caution you against placing undue reliance on forward-looking
statements, which reflect current beliefs and are based on information currently
available as of the date a forward-looking statement is made. Forward-looking
statements set forth herein speak only as of the date of this communication.
Neither ironSource nor TBA undertakes any obligation to revise forward-looking
statements to reflect future events, changes in circumstances, or changes in
beliefs. In the event that any forward-looking statement is updated, no
inference should be made that ironSource or TBA will make additional updates
with respect to that statement, related matters, or any other forward-looking
statements. Any corrections or revisions and other important assumptions and
factors that could cause actual results to differ materially from
forward-looking statements, including discussions of significant risk factors,
may appear, up to the consummation of the proposed transaction, in TBA's public
filings with the
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