Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
2022年7月13日 - 7:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of July 2022
Commission
File Number 001- 40539
ironSource Ltd.
(Translation of Registrant’s name into
English)
121 Menachem Begin Street
Tel Aviv 6701203, Israel
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F
x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7): ¨
EXPLANATORY
NOTE
Attached
hereto and incorporated by reference herein is the joint press release issued by Unity Software, Inc. (“Unity”) and ironSource
Ltd. (the “Company”) on July 13, 2022, and entitled “Unity Software Announces Merger Agreement with ironSource
Ltd.”
Also on July 13, 2022, the Company
made available an investor presentation (“Investor Presentation”) regarding the transaction. Copies of the press release and
Investor Presentation are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and are incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking
Statements
This
communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,”
“expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words
or phrases of similar import. These statements are based on current expectations, estimates and projections about the industry and markets
in which Unity and ironSource operate and management’s beliefs and assumptions as to the timing and outcome of future events, including
the transactions described in this communication. While Unity’s and ironSource’s management believe the assumptions underlying
the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and may involve certain risks,
many of which are difficult to predict and are beyond management’s control. These risks and uncertainties include, but are not limited
to the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals of the proposed transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted
against the parties and others following announcement of the merger agreement; the inability to consummate the transaction due to the
failure to obtain the requisite stockholder approvals or the failure to satisfy other conditions to completion of the transaction; risks
that the proposed transaction disrupts current plans and operations of Unity and ironSource; the ability to recognize the anticipated
benefits of the transaction, including anticipated synergies; the amount of the costs, fees, expenses and charges related to the transaction;
Unity’s expected stock buyback occurring as planned or at all; Unity’s ability to meet revised financial guidance; and the
other risks and important factors contained and identified in Unity’s and ironSource’s filings with the Securities and Exchange
Committee (“SEC”), such as Unity’s Annual Report on Form 10-Kfor the fiscal year ended December 31, 2021 and
subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and ironSource’s Annual Report on Form 20-F
for the fiscal year ended December 31, 2021 and subsequent Current Reports on Form 6-K, any of which could cause actual results
to differ materially from the forward-looking statements in this communication.
There can be no assurance that the proposed transaction
will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements
speak only as of the date of this press release. Neither Unity nor ironSource is under any duty to update any of these forward-looking
statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and neither
Unity nor ironSource intends to do so.
Important Information for Investors and
Stockholders
In connection with the proposed transaction, Unity
expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Unity and ironSource
that also constitutes a prospectus of Unity, which joint proxy statement/prospectus will be mailed or otherwise disseminated to Unity’s
and ironSource’s respective securityholders, as applicable, when it becomes available. Unity and ironSource also plan to file other
relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors
and securityholders may obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when it becomes
available) and other relevant documents filed by Unity and ironSource with the SEC at the SEC’s website at www.sec.gov.
Copies of the documents filed by the companies will be available free of charge on their respective websites at www.unity.com
and www.is.com.
Participants in Solicitation
Unity, ironSource and their respective directors
and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of Unity is set forth in its proxy statement for its 2022 annual meeting of stockholders, which
was filed with the SEC on April 20, 2022. Information about the directors and executive officers of ironSource is set forth in its
Annual Report on Form 20-F for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in
the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
EXHIBITS
*Furnished herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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IRONSOURCE, LTD. |
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(Registrant) |
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By: |
/s/ Tomer Bar-Zeev |
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Tomer Bar-Zeev Chief Executive Officer |
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Iron Source (NYSE:IS)
過去 株価チャート
から 11 2024 まで 12 2024
Iron Source (NYSE:IS)
過去 株価チャート
から 12 2023 まで 12 2024