As filed with the United States Securities
and Exchange Commission on March 31, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ironSource Ltd.
(Exact name of registrant as specified in its charter)
| State of Israel |
|
Not Applicable |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification Number) |
121 Menachem Begin
Street
Tel Aviv 6701203, Israel
+ 972-747990001
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
ironSource Ltd. 2021
Share Incentive Plan
ironSource Ltd. 2021
Employee Share Purchase Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street,
18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
Joshua G. Kiernan
Michael J.
Rosenberg
Irina Yevmenenko
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom
(+44)
(20) 7710-1000 |
|
Dan Shamgar, Adv.
Jonathan M. Nathan, Adv.
Meitar Law Offices
16 Abba Hillel Road
Ramat Gan, Israel 5250608
+972-3-610-3100 |
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
¨ |
| |
|
|
|
| Emerging growth company |
x |
|
|
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This
Registration Statement (the “Registration Statement”) on Form S-8 is being filed with the Securities and Exchange
Commission (the “Commission”) for the purpose of registering the offer, issuance and sale of an additional (i) 50,923,440
Class A ordinary shares, no par value (“Class A ordinary shares”) of ironSource Ltd. (the “Company”
or the “Registrant”) to the Registrant’s and/or its subsidiaries’ officers, employees, directors and consultants
under the Registrant’s 2021 Share Incentive Plan (as it may be amended from time to time, the “2021 Plan”),
and (ii) 11,238,511 Class A ordinary shares to the Registrant’s and/or its subsidiaries’ employees under the Registrant’s
2021 Employee Share Purchase Plan (as it may be amended from time to time, the “ESPP,” and together with the 2021
Plan, collectively, the “Plans”), for which a registration statement of the Company on Form S-8 (File No. 333-258690)
(the “Prior Form S-8”) is effective. The Class A ordinary shares covered by this Registration Statement are available
for issuance as a result of automatic increases under the Plans effective as of January 1, 2022.
Pursuant
to General Instruction E of Form S-8, the contents of the Prior Form S-8, which covers offers, issuances and sales of (i) Class A ordinary
shares (as well as the Registrant’s Class B ordinary shares, no par value) under the 2021 Plan, and (ii) Class A ordinary shares
under the ESPP, are incorporated herein by reference, and made a part of this Registration Statement, except as amended or supplemented
by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan
Annual Information*
*The documents containing
the information specified in this Part I of Form S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
“Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement on Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
Information
Required in the Registration Statement
Item 3. Incorporation
of Documents by Reference.
The Registrant hereby incorporates
by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
All documents, reports
and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the
Commission, in each case, subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement herein or in any other subsequently filed or furnished document which also
is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded
shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
The Exhibits to this Registration
Statement on Form S-8 are listed in the following Exhibit Index:
| Exhibit Number |
|
Description
of Exhibit |
| 4.1 |
|
Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 (Commission File No. 333-258223), filed with the Commission on July 28, 2021) |
| 4.2 |
|
Specimen Class A ordinary share certificate of the Registrant (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form F-4 (Commission File No. 333-254790), filed with the Commission on May 4, 2021) |
| 4.3 |
|
ironSource Ltd. 2021 Share Incentive Plan, as amended March 19, 2021 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form F-4 (Commission File No. 333-254790), filed with the Commission on March 26, 2021) |
| 4.4 |
|
ironSource Ltd. 2021 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form F-4 (Commission File No. 333-254790), filed with the Commission on March 26, 2021) |
| 5.1* |
|
Opinion of Meitar Law Offices, Israeli counsel to the Registrant, as to the validity of the Class A ordinary shares (including consent) |
| 23.1* |
|
Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited |
| 23.2* |
|
Consent of Meitar | Law Offices (included in Exhibit 5.1). |
| 24.1* |
|
Power of Attorney (included on signature page). |
| 107 |
|
Filing Fee Table. |
*Filed herewith
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Tel Aviv, Israel, on this 31st day of March 2022.
| |
IRONSOURCE LTD. |
| |
|
|
| |
By: |
/s/ Tomer Bar-Zeev |
| |
Name: |
Tomer Bar-Zeev |
| |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Tomer Bar-Zeev and Assaf Ben Ami, and each of them, as his or
her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place
or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments),
and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated
on March 31, 2022.
| Name |
|
Title |
| |
|
|
| /s/ Tomer Bar-Zeev |
|
Co-Founder, Chief Executive Officer and Director |
| Tomer Bar-Zeev |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Assaf Ben Ami |
|
Chief Financial Officer |
| Assaf Ben Ami |
|
(Principal Financial Officer and Principal Accounting Officer) |
| |
|
|
| /s/ Orlando Bravo |
|
Director |
| Orlando Bravo |
|
|
| |
|
|
| /s/ Shlomo Dovrat |
|
Director |
| Shlomo Dovrat |
|
|
| |
|
|
| /s/ Arnon Harish |
|
Director |
| Arnon Harish |
|
|
| |
|
|
| /s/ David Kostman |
|
Director |
| David Kostman |
|
|
| |
|
|
| /s/ Eyal Milrad |
|
Director |
| Eyal Milrad |
|
|
| |
|
|
| /s/ Yehoshua (Shuki) Nir |
|
Director |
| Yehoshua (Shuki) Nir |
|
|
| |
|
|
| /s/ Tal Payne |
|
Director |
| Tal Payne |
|
|
| |
|
|
| /s/ Daniel Pindur |
|
Director |
| Daniel Pindur |
|
|
| |
|
|
| /s/ Marni Walden |
|
Director |
| Marni Walden |
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF REGISTRANT
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ironSource Ltd.,
has signed this registration statement on March 31, 2022.
| |
|
COGENCY GLOBAL INC. |
| |
|
|
| |
By: |
/s/ Colleen De
Vries |
| |
Name: |
Colleen De Vries |
| |
Title: |
Sr.Vice President on behalf of Cogency Global Inc. |
Exhibit 5.1
March 31, 2022
ironSource Ltd.
121 Menachem Begin Street
Tel Aviv 6701203, Israel
Re: Registration
Statement on Form S-8
Ladies and Gentlemen:
We have acted as Israeli counsel
to ironSource Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its
registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission
under the Securities Act of 1933 (the “Securities Act”), covering the offer, issuance and sale of (i) 50,923,440 of
the Company’s Class A ordinary shares, no par value (“Class A ordinary shares”), under the Company’s
2021 Share Incentive Plan (the “2021 Plan”), and (ii) 11,238,511 Class
A ordinary shares under the Company’s 2021 Employee Share Purchase Plan (the “ESPP,” and together with the 2021
Plan, collectively, the “Plans”) (the Class A ordinary shares referenced in (i) and (ii) above, collectively, the “Shares”).
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of the 2021 Plan, as amended, the ESPP, the
Registration Statement, the Company’s Articles of Association, as amended and restated, resolutions
of the Company’s board of directors and shareholders, and such other agreements, certificates, resolutions, minutes and other
statements of corporate officers and other representatives of the Company and others, and other documents provided to us by the Company
as we have deemed necessary or appropriate as a basis for this opinion.
In rendering an opinion on
the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed
or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We
have assumed the same to have been properly given and to be accurate. We have also assumed the truth of all facts communicated to us by
the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors which have been provided
to us are true and accurate and have been properly prepared in accordance with the Company’s Articles of Association, as amended
and restated, and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Shares
(which may consist, in part or in full, of services performed for the Company).
Members of our firm are admitted
to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited
to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
Based upon and subject to the
foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance,
and when issued and paid for in accordance with the respective Plans, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing
of this opinion letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities
and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.
This
opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments
that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions
expressed herein.
