SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 2021-08-10 SEC Accession No. 0001193125-21-241790 (HTML Version on secdatabase.com) FILER ironSource Ltd Mailing Address Business Address 121 MENACHEM BEGIN 121 MENACHEM BEGIN CIK:1837430| IRS No.: 000000000 | State of Incorp.:L3 | Fiscal Year End: 1231 STREET STREET Type: 424B3 | Act: 33 | File No.: 333-258223 | Film No.: 211159891 AZRIELI SARONA TOWER AZRIELI SARONA TOWER SIC: 7374 Computer processing & data preparation TEL AVIV L3 - TEL AVIV L3 - 972747990001 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-258223 PROSPECTUS ironSource Ltd. 133,254,045 CLASS A ORDINARY SHARES This prospectus relates to the resale, from time to time, by the selling shareholders named herein (the Selling Securityholders), or their pledgees, donees, transferees, or other successors in interest, of up to 133,254,045 of our Class A ordinary shares, no par value per share, (the Class A ordinary shares) issued to certain of the Selling Securityholders, as described below. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled Plan of Distribution herein. In connection with any sales of ordinary shares offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be underwriters within the meaning of the Securities Act. We are registering these securities for resale by the Selling Securityholders named in this prospectus, or their transferees, pledgees, donees or assignees or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer. The Selling Securityholders may offer and sell any of the securities from time to time at fixed prices, at market prices or at negotiated prices, and may engage a broker, dealer or underwriter to sell the securities. In connection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be underwriters within the meaning of the Securities Act. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section entitled Plan of Distribution elsewhere in this prospectus. We do not know when or in what amounts the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all or none of the securities offered by this prospectus. All of the ordinary shares offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale of any securities by the Selling Securityholders. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled Plan of Distribution. Our Class A ordinary shares are listed on the New York Stock Exchange under the symbol IS. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision. We are both an emerging growth company and a foreign private issuer as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See Prospectus SummaryImplications of Being an Emerging Growth Company and a Foreign Private Issuer. See Risk Factors beginning on page 30 to read about factors you should consider before buying any of our Class A ordinary shares. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 30 of this prospectus and other risk factors contained in the documents incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus dated August 10, 2021 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Prospectus Summary 1 The Offering 21 Summary Consolidated Financial Data 22 Summary Unaudited Pro Forma Condensed Combined Financial Information Comparative Per Share Data 27 Risk Factors 30 Cautionary Note Regarding Forward-Looking Statements 78 Market, Industry and Other Data 80 Trademarks, Trade Names and Service Marks 82 Use of Proceeds 83 Dividend Policy 84 Capitalization 85 Unaudited Pro Forma Condensed Combined Financial Information 86 Managements Discussion and Analysis of Financial Condition and Results of Operations 106 Business 133 Management 174 Principal Shareholders 199 Selling Securityholders 202 Certain Relationships and Related Party Transactions 209 Description of Share Capital and Articles of Association 215 Transfer Agent and Registrar 225 Listing 226 Shares Eligible For Future Sale 227 Taxation and Government Programs 230 Certain U.S. Federal Income Tax Considerations 237 Plan of Distribution 245 Expenses of the Offering 247 Legal Matters 248 Experts 248 Where You Can Find Additional Information 249 Enforceability of Civil Liabilities 250 Index to Consolidated Financial Statements F-1 You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date. Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States. i Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-1 filed with the Securities Exchange Commission, or the SEC. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus and the documents incorporated by reference herein include important information about us, the ordinary shares being issued by us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled Where You Can Find More