Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2021, Thoma Bravo Advantage (TBA) held an extraordinary general meeting of its shareholders (the
General Meeting), at which holders of 110,243,735 ordinary shares (including Class A ordinary shares and Class B ordinary shares) held of record as of May 24, 2021, the record date for the General Meeting, were
present in person or by proxy, representing approximately 86% of the voting power of TBAs ordinary shares as of the record date for the General Meeting, and constituting a quorum for the transaction of business. The proposals listed below are
described in more detail in the definitive proxy statement/prospectus of TBA, which was filed with the U.S. Securities and Exchange Commission (the SEC) on May 20, 2021 (the Proxy Statement). A summary of
the voting results at the General Meeting is set forth below:
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
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For
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Against
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Abstain
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106,945,255
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3,273,921
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24,559
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The Merger Proposal
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For
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Against
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Abstain
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106,944,380
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3,273,976
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25,379
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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 March 20, 2021, by and among TBA, ironSource Ltd., a company organized under the laws of the State of Israel (the ironSource), Showtime Cayman, a wholly-owned subsidiary of ironSource and
Showtime Cayman II, a wholly-owned subsidiary of ironSource, including the Business Combination (as such term is defined in the Proxy Statement), are expected to be consummated on June 28, 2021. Following the consummation of the Transactions,
the Class A ordinary shares of ironSource (as such term is defined in the Proxy Statement) are expected to begin trading on the New York Stock Exchange under the symbol IS on June 29, 2021.
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 Bravos commitment to purchase additional ironSource shares in the event redemptions exceed $150 million, Thoma Bravo Advantage Sponsor, LLC has agreed to invest approximately
$32.5 million in ironSource at the consummation of the Transactions on the same terms and conditions as other PIPE investors.