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Published: 2022-03-03 09:28:53 ET
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0001576427false00015764272022-03-032022-03-03

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 3, 2022
Date of Report (Date of earliest event reported)
 
CRITEO S.A.
(Exact name of registrant as specified in its charter)
 
France 001-36153 Not Applicable
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
32 Rue BlancheParisFrance 75009
(Address of principal executive offices) (Zip Code)
+33 14 040 2290
Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per shareCRTONasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share*Nasdaq Global Select Market

*Not for trading, but only in connection with the registration of the American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.    ☐



ITEM 7.01Regulation FD Disclosure.

In connection with the Russian Federation's appalling armed invasion of Ukraine, a number of jurisdictions, including the United States, the United Kingdom, and the European Union have adopted laws and regulations restricting certain economic activities and transactions, and in retaliation the Russian Federation has adopted laws and regulations restricting certain economic activities and transactions. In light of these actions, certain of the conditions to closing under the Framework Purchase Agreement, dated December 22, 2021 and filed as an exhibit to the Current Report on Form 8-K of Criteo S.A. ("Criteo") filed on December 22, 2021, providing for Criteo's acquisition of the business of IPONWEB Holding Limited have not been satisfied, and Criteo is unable to anticipate when or if such conditions will be satisfied. Criteo remains committed to its commerce media strategy and focused on executing against its vision.

ITEM 9.01 Financial Statements and Exhibits.
 
 (d)Exhibits
Exhibit
Number		  Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



 




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 hereunto duly authorized.
 
Criteo S.A.
Date: March 3, 2022By:/s/ Ryan Damon
Name:Ryan Damon
Title:
Executive Vice President, General Counsel and Corporate Secretary