IRONSOURCE LTD. 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
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.
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In connection with the consummation of the Business Combination, on the Closing
Date, TBA notified
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 ofMarch 20, 2021 , by and amongThoma Bravo Advantage , ironSource Ltd., Showtime Cayman andShowtime Cayman II., incorporated by reference to the registrants Current Report on Form 8-K filed onMarch 22, 2021 . 99.1 Press Release, datedJune 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
upon its request.
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