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    SEC Form S-8 POS filed by ironSource Ltd.

    11/7/22 9:18:02 AM ET
    $IS
    Get the next $IS alert in real time by email
    S-8 POS 1 d413591ds8pos.htm S-8 POS S-8 POS

    As filed with the United States Securities and Exchange Commission on November 7, 2022

    Registration Nos. 333-264007

    333-258690

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 1 TO:

    Form S-8

    Registration Statement No. 333-264007 and

    Form S-8

    Registration Statement No. 333-258690

    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. 2013 Share Incentive Plan

    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

    Talya Gerstler

    Jonathan M. Nathan

    Elad Ziv

    Meitar | Law Offices

    16 Abba Hillel Road

    Ramat Gan, Israel 5250608

    +972-3-610-3100

     

    Nora Go

    Unity Software Inc.

    30 3rd Street

    San Francisco, CA, 94103

    (415) 539-3162

      

    David P. Slotkin

    Emily K. Beers

    Morrison & Foerster LLP

    2100 L Street, NW

    Suite 900

    Washington, D.C. 20037

    Tel: (202) 887-1500

     

     

    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   ☒    Smaller reporting company   ☐
    Emerging growth company   ☒     

    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.  ☐

     

     

     


    DEREGISTRATION OF SECURITIES

    These Post-Effective Amendments relate to the following registration statements of ironSource Ltd., a company organized under the laws of the State of Israel (the “Registrant”), on Form S-8 (collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (“SEC”), pertaining to the registration of the issuance of Class A ordinary shares, no par value (the “Class A ordinary shares”), of the Registrant and Class B ordinary shares, no par value (the “Class B ordinary shares” and together with the Class A ordinary shares, the “Ordinary Shares”), of the Registrant offered under certain employee benefit and equity plans and agreements:

     

    File No.

      

    Date Filed

    with the SEC

      

    Name of Equity Plan or Agreement

       Ordinary
    Shares
    Registered
    (#)
     

    333- 264007

       March 31, 2022   

    ironSource Ltd. 2021 Share Incentive Plan

    ironSource Ltd. 2021 Employee Share Purchase Plan

         62,161,951  

    333-258690

       August 10, 2021   

    ironSource Ltd. 2013 Share Incentive Plan

    ironSource Ltd. 2021 Share Incentive Plan

    ironSource Ltd. 2021 Employee Share Purchase Plan

         207,880,933  

    Pursuant to the Agreement and Plan of Merger, dated as of July 13, 2022, by and among the Registrant, Unity Software Inc. (“Unity”) and Ursa Aroma Merger Subsidiary Ltd., a direct wholly owned subsidiary of Unity (“Merger Sub”), on November 7, 2022, Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company in the Merger and a wholly owned subsidiary of Unity (the “Merger”) and each outstanding Ordinary Share was converted into the right to receive 0.1089 of a share of common stock, par value $0.000005 per share, of Unity (“Common Stock”), rounded up or down to the nearest whole share for any fractional shares of Common Stock resulting from the calculation.

    In connection with the Merger, the Registrant is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Registrant pursuant to Item 512(a)(3) of Regulation S-K to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.


    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 the Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel, on this 7th day of November, 2022.

     

    IRONSOURCE LTD.
    By:   /s/ Tomer Bar-Zeev
    Name:   Tomer Bar-Zeev
    Title:   Chief Executive Officer

    No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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