SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 2021-05-19 SEC Accession No. 0001193125-21-166647 (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.: 333-254790 | Film No.: 21940734 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. 333-254790 PROXY STATEMENT/PROSPECTUS PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THOMA BRAVO ADVANTAGE PROSPECTUS FOR UP TO 127,400,000 CLASS A ORDINARY SHARES OF IRONSOURCE LTD. The board of directors of Thoma Bravo Advantage, a Cayman Islands exempted company (TBA), has unanimously approved the Agreement and Plan of Merger (Merger Agreement), dated as of March 20, 2021, by and among TBA, ironSource Ltd., a company organized under the laws of the State of Israel (the Company or ironSource), Showtime Cayman, a wholly-owned subsidiary of ironSource (the Merger Sub) and Showtime Cayman II, a wholly-owned subsidiary of ironSource (the Merger Sub II). Pursuant to the Merger Agreement, (a) Merger Sub will merge with and into TBA (the First Merger), with TBA surviving the First Merger as a wholly-owned subsidiary of ironSource (such company, as the surviving entity of the First Merger, the Surviving Entity), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Entity will merge with and into Merger Sub II (the Second Merger, and together with the First Merger, the Mergers), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of ironSource (such company, as the surviving entity of the Second Merger, the Surviving Company) (collectively, the Business Combination). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Merger Agreement (the Transactions), Merger Sub II will become a wholly owned subsidiary of the Company, with the shareholders of TBA becoming shareholders of the Company. Pursuant to the Merger Agreement, at the effective time of the Business Combination (the Effective Time), (a) each Class B Ordinary Share of TBA, par value $0.0001 per share (Class B Share), outstanding immediately prior to the Effective Time will be automatically converted into one Class A Ordinary Share of TBA, par value $0.0001 per share (Class A Share, together with the Class B Shares, the TBA Ordinary Shares), and (b) each Class A Share issued and outstanding immediately prior to the Effective Time, including shares issued upon the automatic conversion of Class B Shares described above (but other than certain excluded shares), will be converted into one Class A ordinary share of ironSource, no par value per share (ironSource Class A ordinary share), subject to adjustment as described herein. Immediately prior to the Effective Time, ironSource will rename each issued and outstanding ordinary share (the ordinary shares), including the 2019 ordinary shares issued in connection with the CVC Investment (as defined herein) (the 2019 Ordinary Shares and, together with the ordinary shares, the ironSource Ordinary Shares), an ironSource Class A ordinary share, followed immediately by the distribution of one Class B ordinary share of ironSource, no par value per share (ironSource Class B ordinary share) to the holders of each such issued and outstanding ironSource Class A ordinary share (we refer to these adjustments to ironSources share capital as the Class A Renaming and Class B Distribution). ironSource will furthermore effect a stock split of each ironSource Class A ordinary share and each ironSource Class B ordinary share into such number of ironSource Class A ordinary shares and ironSource Class B ordinary shares, in each case, calculated in accordance with the terms of the Merger Agreement, such that each ironSource Class A ordinary share and each ironSource Class B ordinary share will have a value of $10.00 per share after giving effect to such stock split (the Stock Split). Concurrently with the execution of the Merger Agreement, ironSource entered into investment agreements (each, an Investment Agreement and collectively, the Investment Agreements) with certain investors (each, a PIPE Investor and collectively the PIPE Investors) pursuant to which, among other things, the PIPE Investors have agreed to purchase an aggregate of 130,000,000 ironSource Class A ordinary shares (the PIPE Shares) in a private placement or secondary sale of shares for $10.00 per share on the terms and subject to the conditions set forth therein. The PIPE Investors include Thoma Bravo Ascension Fund, L.P. (TB Ascension), an affiliate of Thoma Bravo, L.P. The purchase by TB Ascension will generally be made on identical terms as the purchases by the other PIPE Investors. At the discretion of ironSource, such PIPE Shares will either be newly issued by ironSource (Primary PIPE Shares) or sold by certain selling shareholders of ironSource, including optionholders who will exercise options, and holders of RSUs whose RSUs will settle (each a Selling Shareholder and collectively, the Selling Shareholders) (Secondary PIPE Shares). The Investment Agreements contain customary representations and warranties of ironSource, on the one hand, and the applicable PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Transactions. The exact allocation between Secondary PIPE Shares and Primary PIPE Shares under the Investment Agreements will only be determined once the extraordinary general meeting of TBA shareholders that is the subject of this proxy statement/prospectus has taken place, and the extent of any redemption requests for TBA Ordinary Shares pursuant to the Transactions is known. ironSource does not currently intend to allocate the PIPE investment funds towards an investment in Primary PIPE Shares, as it intends to allocate all such funds towards the purchase of Secondary PIPE Shares from the Selling Shareholders. The obligations to consummate the transactions contemplated by the Investment Agreements are conditioned upon, among other matters, the consummation of the Transactions. If redemptions by TBAs shareholders in connection with the Transactions exceed $150 million (the amount of such excess redemptions, the Excess Redemptions), the Sponsor, at its election, must either (i) procure that affiliates of Thoma Bravo, L.P. (which may include TB Ascension Fund) commit to fund the amount of the Excess Redemptions in cash at closing by purchasing additional ironSource Class A ordinary shares pursuant to an Investment Agreement, (ii) surrender for no consideration a number of Class B ordinary shares of TBA having a value equal to the Excess Redemptions or (iii) a combination of the foregoing; provided that in no event will the Sponsor be required to fund cash in an amount in excess of, or forfeit Class B ordinary shares of TBA having a value in excess of, $250 million. This proxy statement/prospectus registers the issuance of ironSource Class A ordinary shares to the shareholders of TBA as described above, consisting of an aggregate of 127,400,000 ironSource Class A ordinary shares. We are not registering herein the issuance or resale of ironSource Class A ordinary shares issuable to the PIPE Investors, or the resale of ironSource Class B ordinary shares that will be held by ironSources preexisting shareholders upon consummation of the Transactions. Following the Transactions (including adjustments to ironSources preexisting capitalization), ironSource will have two classes of ordinary shares outstanding: ironSource Class A ordinary shares and ironSource Class B ordinary shares. The rights of the holders of ironSource Class A ordinary shares and ironSource Class B ordinary shares will be identical, except with respect to voting and conversion rights. Each ironSource Class A ordinary share will be entitled to one vote per share. Each ironSource Class B ordinary share will be entitled to five votes per share and will be convertible into one ironSource Class A ordinary share. Holders of ironSource Class A ordinary shares and ironSource Class B ordinary shares will vote together as a single class on all matters (including the election of directors) submitted to a vote of ironSources shareholders except as otherwise provided in ironSources amended and restated articles of association to be effective upon the closing of the Transactions. Those amended and restated articles require a separate vote of holders of ironSource Class B ordinary shares for the full-scale conversion of the entire class of those shares into ironSource Class A ordinary shares (among other means by which the conversion of those shares may occur) and for a modification of the rights of the ironSource Class B ordinary shares. After giving effect to the Transactions, assuming no redemption of TBA Ordinary Shares and assuming that the Secondary PIPE Shares to be sold by the Selling Shareholders will be allocated equally among ironSource Class A ordinary shares and ironSource Class B ordinary shares, ironSource Class A ordinary shares will collectively represent approximately 62.64% of the combined companys total issued and outstanding shares and 25.11% of the combined companys voting power attached to all of its issued and outstanding shares, and ironSource Class B ordinary shares will collectively represent approximately 37.36% of the combined companys total issued and outstanding shares and 74.89% of its voting power attached to all of its issued and outstanding shares. Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of TBA shareholders scheduled to be held on June 22, 2021 at 10:00 a.m.